ITEM 1. BUSINESS.
Overview
We were originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, our name was changed to Java Group, Inc., which tried and failed to start a chain of coffee bars. On September 1, 2004 our name was change to Consolidated General Corp., which tried to buy tier 2 and 3 professional sports teams, including the Vancouver Ravens lacrosse team and the San Diego Soccers soccer team. On August 7, 2007, our Certificate of Incorporation was amended and restated, pursuant to which our name was changed to Goldcorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co.
On September 14, 2007, we acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from two of our major shareholders for a total of 90,000,000 shares of our common stock. We acquired a 100% interest in 103 acres, and a 29.166% interest in 71.82 acres. We also lease five placer claims on War Eagle Mountain from the U.S. Bureau of Land Management, each of which covers approximately 20 acres, or approximately 100 acres in total.
On October 11, 2007, we leased the mining operations on our properties and claims to Silver Falcon Mining, Inc. Under the lease, Silver Falcon is responsible for all mining activities on the land, and it is obligated to make annual lease payments of $1,000,000 per year payable monthly, a nonaccountable expense allowance of $10,000 per month for any month in which ore is mined from the property, and a royalty of 15% from any proceeds we receive from a smelter of ore produced from the land. The lease, as amended, provides that lease payments must commence July 1, 2010. The lease expires on April 1, 2025, although Silver Falcon has the right to extend the lease for an additional five years upon payment of a lease extension fee of $1,000,000. Pierre Quilliam, our chairman and chief executive officer, is also the chairman and chief executive officer of Silver Falcon.
Since the Silver Falcon leased our properties, it has expended substantial funds to develop mining operations and improve the property. In 2009 and 2010, it constructed a milling facility on land it purchased at the base of the mountain, and began processing tailings at the mill in May 2010. In 2011, it began construction of a smelting operation at the same site to process concentrate produced in its milling operation.
In 2010, Silver Falcon upgraded the roads to the Sinker Tunnel Complex to allow 25-ton trucks access to the site, and an area 300x400 feet was prepared to act as a staging area at the 5,200 foot level. The Sinker Tunnel was aerated in its entire length and the entrance to the Sinker Tunnel was permanently extended and secured to avoid land or snow slides to block access to the Sinker Tunnel. Permanent drainage pipes are being laid in the Sinker Tunnel as it was determined that the Sinker Tunnel is the main drain for the War Eagle complex. Mining and shoring or rock bolting of some weak points in the top wall is underway. Permitting for exploration of the Sinker Tunnel is underway with training for underground personnel and safety measures being installed per the latest mining rules and regulations.
On the first quarter of 2011, we amended the above-described lease with Silver Falcon. The amendment provided that the annual lease payments would be deferred for a fifteen month period from October 2010 to December 2011, and the term of the Lease would be extended for an equal amount of time. Silver Falcon remains remain obligated to pay any royalties or the nonaccountable fee that accrues during the deferral period.
History of Mining on War Eagle Mountain
War Eagle Mountain is one of three peaks in Southwest Idaho that form a contiguous fault trend, and which have all produced minerals from the same veins: Delamar Mountain, Florida Mountain, and War Eagle Mountain.
In the summer of 1862, the Oro Fino Vein on top of War Eagle Mountain was discovered. During 1863 a number of lode claims were located and mining in earnest began. By the end of 1875 a total of ten shafts had been sunk in the Oro Fino Vein ranging in depth from 300 feet to 1,250 feet. The Oro Fino Shaft at the North end is 300 feet deep and the Mahogany Shaft at the South end is 1,100 feet deep. The Golden Chariot and Ida Elmore shafts are 1,250 feet and 1,000 feet respectively.
By 1866, all the major mines in the area had been discovered and were being developed. The major mines were the Oro Fino, Cumberland, Poorman, Ida Elmore, Golden Chariot, Minnesota, Mahogany and the Morning Star in Silver City. There were 12 mills in the area with a total of 132 stamps to pulverize the ore, separate the metal from the rock and pour the raw metal into larger rectangular bricks of bullion. This bullion was then shipped out of the area, sometimes as far away as Europe, for refining into pure gold and silver. By the end of 1875, approximately 750,000 ounces of gold equivalent were reportedly extracted from the shafts on War Eagle Mountain.
In August 1875, a financial panic that had started in New York in 1873, culminated with the San Francisco bank crash, and then the closure of the San Francisco Stock Exchange. A nationwide depression occurred, which resulted in source of working capital for the mines drying up. The miners continued to work without pay until October 1875, when they left the mountain for employment elsewhere. During the winter of 1875-1876, because the mine was not being used, the shafts filled with water. This condition has existed for the past 131 years, which has resulted in the preservation of these historical vein systems without being disturbed by intruders or miners.
From 1875 through 1899, mining men who had managed and worked in the underground mines and milling operations tried to promote a project that would allow them to recover the remaining submerged gold and silver reserves they knew
existed. Finally, in November 1899, American Smelting and Refining Company (ASARCO) funded the Sinker Tunnel Project. The project objective was to drive a 10 x 10 tunnel from Sinker Creek on the North-East side of War Eagle Mountain, at an elevation of 5200 feet, approximately 2,000 feet below the bottom of the Golden Chariot Shaft. This tunnel was named the Sinker Tunnel, and its intended use was to drain water out of War Eagle Mountain and to haul ore mined from the veins to the surface for milling. The cost of the project was about $250,000 (or the equivalent of $25,000,000 today).
It was anticipated that the Sinker Tunnel would intersect the Oro Fino Vein at about 7,000 feet from the tunnel portal. The Oro Fino Vein was actually intersected at 6,890 feet in May 1902. After the Sinker Tunnel was extended north about 80 feet, a raise was started upwards toward the bottom of the Golden Chariot Shaft. When this raise reached 620 feet in height it was only 150 feet below the bottom of the Golden Chariot Shaft, which contained about 1,100 feet of water. At this point the amount of water permeating down into the raise was increasing every day, which caused the miners to become anxious about their safety, and raised concerns as to how ASARCO would punch the final hole into the bottom of the Golden Chariot shaft. The miners raised concerns with the Idaho Inspector of Mines about the working conditions and their concerns, which resulted in the Idaho Inspector of Mines stopping any further work in the area until safety measures were implemented. At that time, ASARCO elected to close the project down, and return later if conditions changed, which never happened.
During 1932 and 1933, some additional exploration tunnels were driven to the north and to the south from the raise. In 1941, salvagers opened the Sinker Tunnel and removed all the steel rail and pipe scrap for the war effort. Shortly thereafter, a landslide completely buried the tunnel under 50 feet or more of earth and rock, and the Sinker Tunnel complex was forgotten.
In 1994, Mineral Extraction, Inc., the current owner at the time, rediscovered the location of the tunnel and over several years refurbished the Sinker Tunnel complex, with the exception of the upper four levels of the raise, nearest the bottom of the Golden Chariot shaft. The entrance was excavated, and a semi-permanent structure was built to protect the site. In addition, the entire length of the Sinker Tunnel was restored. The roads to the Sinker Tunnel Complex were upgraded to allow 25-ton trucks access to the site, and an area 300x400 feet was prepared to act as a staging area at the 5,200 foot level.
The mines on War Eagle Mountain were very productive in the first few years because the surface deposits were of extraordinary richness. As the mines got deeper the veins had a smaller yet more consistent amount of ore in relation to the amount of rock that needed to be removed to expose it. Generally, the value of ore per ton of rock removed remained consistent from a depth of 150 feet to as deep as any of the mines were worked. This would indicate that the extensions of the veins into the deeper levels, not yet reached by the mine shafts, would contain the same percentage of metal ore.
The mines became more expensive to develop and operate as they got deeper. This was not due to a decline in the yield per ton, but due to the increased cost of lifting the mineral ore and of removing water from deeper shafts. The removal of ground water in mines is a persistent expense that must be addressed on a daily basis. When a mine doesn't have a lower working level tunnel - like the Sinker Tunnel Complex - that intersects a vertical shaft, the water must be brought to the surface and disposed of no matter what the expense or technical inconvenience if the mine is to continue operating. This increased cost of mining at depth was one of the most significant problems for the mines on War Eagle Mountain.
Description of Mining Properties
We have one mining property, which is a variety of land and mining claims on and near War Eagle Mountain, Idaho. War Eagle Mountain is located about 50 miles southwest of Boise, Idaho, and about one mile east of Silver City, Idaho. The Sinker Tunnel is about 15 miles off of State Highway78 and the mine sites on the top of War Eagle Mountain are about 20 miles off of State Highway 78. Access to both the Sinker Tunnel currently is by four wheel drive vehicle, as only the first seven miles of county roadway off of State Highway 78 is paved. Below is a map illustrating the location and access to the Sinker Tunnel and top of War Eagle Mountain:
Our property on War Eagle Mountain is a combination of owned land and mining claims. We own an undivided 29.167% fee title interest on seven properties, and ten unpatented mining claims, which we lease to Silver Falcon under a lease dated
October 11, 2007. The lease expires on April 1, 2025, although Silver Falcon has the right to extend the lease for an additional five years upon payment of a lease extension fee of $1,000,000. Under the lease, Silver Falcon is responsible for all mining activities on the land, and it is obligated to make annual lease payments of $1,000,000 per year payable monthly, a nonaccountable expense allowance of $10,000 per month for any month in which ore is mined from the property, and a royalty of 15% from any proceeds we receive from a smelter of ore produced from land. Our owned land and mining claims are listed below:
Name
Ownership Interest
Type of Claim
Acres
Poorman Lode Claim
29.167%
Patented claim
3.44
London Lode Claim
29.167%
Patented claim
17.52
North Empire Lode Claim
29.167%
Patented claim
0.98
Illinois Central Lode Claim
29.167%
Patented claim
2.08
South Poorman Lode Claim
29.167%
Patented claim
17.06
Jackson Lode Claim
29.167%
Patented claim
10.33
Oso Lode Claim
29.167%
Patented claim
20.41
Cape Horn No. 1
100%
Unpatented Lode Claim
20.6
Great Western No. 1
100%
Unpatented Lode Claim
20.6
Great Western No. 2
100%
Unpatented Lode Claim
20.6
Great Western No. 3
100%
Unpatented Lode Claim
20.6
Great Western No. 4
100%
Unpatented Lode Claim
20.6
GoldLand #13
100%
Unpatented Placer Claim
20.6
GoldLand #14
100%
Unpatented Placer Claim
20.6
GoldLand #15
100%
Unpatented Placer Claim
20.6
GoldLand #25
100%
Unpatented Placer Claim
20.6
GoldLand #26
100%
Unpatented Placer Claim
20.6
A patented mining claim is one which the federal government has passed title to the claimant, making the claimant the owner of the surface and mineral rights. An unpatented mining claim is one which is still owned by federal government, but which the claimant has a right to possession to extract minerals. Claims to federal land for mining purposes may be obtained by filing a claim with the Bureau of Land Management and paying a nominal fee. A claim may be maintained as long at the holder engages in mining activity on the claim or, in lieu of mining activity, by filing an annual renewal form and paying an annual fee to the Bureau of Land Management by September 1 of each year. The annual fee is $10 per claim for small miners and $140 per claim for large miners. We are obligated to pay any annual fees to maintain the claims which we lease to Silver Falcon.
We are not the sole owner of seven of the patented claims that we lease to Silver Falcon, and instead we only own 29.166% of the claims. The remaining 70.834% of the patented claims are owned by a large number of descendants of the original parties that obtained the patent rights to the mining claims. Silver Falcon and we are in the process of trying to identify and acquire the remainder of ownership of these mining claims.
Geology of Mining Properties
War Eagle Mountain is the eastern most peak in the War Eagle-Florida-Delamar Mountain trend, which is an east to west chain of mountains in Southwestern Idaho. All three peaks show the same type of gold and silver veins. Kinross Gold Corporation owns Florida and Delamar Mountains. Delamar Mountain, the western most of the three, had been successfully open pit mined from 1977 to the late 1990s.
The host rock on War Eagle Mountain is granite. The veins containing gold and silver are primarily filled fissures in the host rock that occur primarily in a north-south direction. The gold and silver bearing veins of War Eagle Mountain are steeply dipping to subvertical in attitude and are generally oriented in a NS to NW-SE direction. For example, the Oro Fino/Golden Chariot vein, which is the vein that has been mined and explored the most, occurs at an 8 percent tilt to vertical. The textures, mineralogy and geometry of the veins all indicate that they are "epithermal" deposits. This means that, according to the current interpretations, the minerals were deposited by hydrothermal solutions of “supercritical” very hot, high pressure water that made their way upward through the earth’s crust, depositing the minerals in the loose rock in the fissures. The richest ores have been found in ore shoots, which are places where small cross-fractures intersect the main vein.
Historical records indicate that the Oro Fino Vein system extends at least some 12,000 feet in a north-south direction and has been observed to vary greatly in thickness (from 0.5 ft to 25 ft) and mill grades of 0.5 to 1.25 Troy ounces of gold per ton. The land that we and Silver Falcon own and lease encompasses only about 600 feet of the Oro Fino Vein system, but all of the major mine shafts that exist on the system. Several large pockets of very rich ore concentration have been found scattered throughout at ore shoots. Mill grades have been encountered, at these ore shoots of up to 25 Troy ounces per ton, with some areas showing grades as high as 90 to 300 oz gold/ton.
It is not known exactly how deep the vein systems are on War Eagle Mountain. The Sinker Tunnel cuts through the Oro Fino Vein approximately 2,500 feet below the outcrop on the surface which was still strong and well developed. To date, only about the first 300 to 1100 feet in depth of the Oro Fino Vein has been mined on approximately 15% of its total known length.
Because the host rock on War Eagle Mountain is granite, the mine shafts on War Eagle Mountain are very stable, with minimal need to shore the walls with timber. As a result, the shafts left by prior mining activity are still in usable condition. Also, the Sinker Tunnel Complex needs almost no timber to shore or brace its walls or ceilings.
Mining activity to date has focused on three veins that show at the surface of War Eagle Mountain - the Oro Fino Vein system, the Poorman Vein system and the Central Vein system - with the Oro Fino Vein being the most productive. The Poorman Vein is about 1,000 feet to the west of the Oro Fino Vein. Historically, the Poorman vein has produced mostly silver. The Oro Fino Vein system has approximately 6 other vein systems associated with it, while some 40 additional main vein systems are believed to exist on War Eagle Mountain.
At present, work on the mine consists largely of vertical mine shafts at the top of War Eagle Mountain, which were started by miners in the 1800’s, typically on top of a vein that was evident from an outcropping on the surface. The interiors of the mine shafts are believed to be in good shape, but they are all flooded from groundwater and will have to be drained before active mining can commence. Silver Falcon plans to drain the mine shafts by connecting them to the Sinker Tunnel below. We have recollared five mine shafts with stones and steel rails to make them safer and prevent rain water from entering the mines. Prior owners of the Sinker Tunnel refurbished the tunnel entrance, but Silver Falcon has made additional improvements to the entrance.
Water is available on the property. Power will be supplied by generators.
None of the properties have been surveyed by a competent professional engineer, nor have the properties been evaluated to determine whether any mineral deposits can be mined profitably at current market rates. Therefore, the properties are without known reserves and our proposed mining activities are exploratory in nature at this time. The most comprehensive survey of the mineralogy of War Eagle Mountain is a report issued by the Idaho Bureau of Mines and Geology in 1926. However, the authors of the report did not have access to the flooded mine shafts, and developed their report from visual observation of the surface, reports of past mining activity, and interviews with mining engineers who had previously worked at the site. Other reports include a report prepared in 1928 by Sinker Tunnel Mining Co., which at the time was in the process of refurbishing and extending the Sinker Tunnel, and a report issued by Copper Range Exploration in 1970. However, the mountain has never been surveyed with a comprehensive scheme of core samples to locate and assess the veins that exist on the mountain. All representations of potential quantities of minerals are based on historical records which are believed to be accurate, but which may not have been performed pursuant to modern standards for evaluating mineral claims.
Competition
We have no competition for the extraction of minerals from War Eagle Mountain, since no other mining company has an interest on War Eagle Mountain at this time. However, the mineral extraction business in general is highly competitive. Numerous larger mining companies actively seek out and bid for mining prospects and properties as well as for the services of third-party providers and supplies, such as mining equipment, transportation equipment and smelters, upon which we rely. Many of these companies not only explore for, produce and market minerals, but also carry out smelting and refining operations and market the resultant products on a worldwide basis. Most of our competitors have longer operating histories and substantially greater financial and personnel resources than we do.
Competitive conditions may be substantially affected by various forms of legislation and regulation considered from time to time by the government of the United States and the states in which we have operations, as well as factors that we cannot control, including international political conditions, overall levels of supply and demand for minerals, and currency fluctuations.
Markets and Major Customers
We have leased all of our mining properties to Silver Falcon, which is thus our only customer for minerals mined from our property. Silver Falcon’s original plan was to process the ore it mines into concentrate and then contract with a refinery to refine the concentrate and purchase any resulting minerals at market prices, less a commission. While there are a number of refiners which will refine concentrate on a contract basis, its current plan is to construct its own smelting operation to convert its concentrate into dore bars, and then ship the dore bars to a refinery for final processing. Silver Falcon believes that operating its own smelting operation will allow it to control the processing of its minerals better, including the ability to more precisely assay its production before it is shipped to a third party for final processing. Under our lease agreement with Silver Falcon, we are entitled to receive a royalty of 15% of any amounts Silver Falcon receives from the refinery.
Seasonality of Business
Weather conditions will affect the ability of Silver Falcon to mine ore from our property. Generally, from November to April of each year the road leading to the top of the mountain property is impassable because of snow but access through the Sinker Tunnel is available year round. Silver Falcon plans to mine and deliver ore to the mill it has erected at the base of the mountain from the Sinker Tunnel to ensure a steady stream of revenues throughout the year.
Operational Risks
Mining involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Mining involves the risk that fires, shaft collapses, flooding, equipment failure, human error and other circumstances may cause significant injury to persons or property, and may affect our ability to extract mine ore from our properties without significant additional capital expenditures. In such event, substantial liabilities to third parties or governmental entities may be incurred, the satisfaction of which could substantially reduce available cash and possibly result in loss of our leased mining properties. Such hazards may also cause damage to or destruction of our mine shafts, producing formations, production facilities, storage and transportation facilities, or other processing facilities.
We will not insure fully against all risks associated with our business either because such insurance is not available or because we believe the premium costs are prohibitive. A loss not fully covered by insurance could have a materially adverse effect on our financial position and results of operations. For further discussion on risks see “Risk Factors” below.
Regulation
Mining operations on War Eagle Mountain will be affected by numerous laws and regulations, including environmental, conservation, tax and other laws and regulations relating to the resource industry. Most of the extraction operations will require permits or authorizations from federal, provincial or local agencies. Silver Falcon is responsible for compliance with all applicable laws and regulations under the terms of our lease with Silver Falcon, but the denial or vacating of permits needed by Silver Falcon could have a material adverse effect on our revenues from Silver Falcon under the lease. In view of the many uncertainties with respect to current and future laws and regulations, we cannot predict the overall effect of such laws and regulations on our future revenues.
We expect that Silver Falcon’s operations will comply in all material respects with applicable laws and regulations. We believe that the existence and enforcement of such laws and regulations will have no more restrictive an effect on Silver Falcon’s operations than on other similar companies in the resource industry.
Environmental
General. Mining operations on War Eagle Mountain are subject to local, state and federal laws and regulations governing environmental quality and pollution control in the United States. The extraction of mineral ore, as well as smelting and refining ore, are subject to stringent environmental regulation by state and federal authorities, including the Environmental Protection Agency ("EPA"). Such regulation can increase the cost of planning, designing, installing and operating mining facilities.
Significant fines and penalties may be imposed for the failure to comply with environmental laws and regulations. Some environmental laws provide for joint and several strict liability for remediation of releases of hazardous substances, rendering a person liable for environmental damage without regard to negligence or fault on the part of such person. In addition, we may be subject to claims alleging personal injury or property damage as a result of alleged exposure to hazardous substances.
Waste Disposal. Mining operations on War Eagle Mountain may generate wastes, including hazardous wastes, that are subject to the federal Resource Conservation and Recovery Act ("RCRA") and comparable state statutes. The EPA has limited the disposal options for certain wastes that are designated as hazardous under RCRA ("Hazardous Wastes"). Furthermore, it is possible that certain wastes generated by mining operations on War Eagle Mountain that are currently exempt from treatment as Hazardous Wastes may in the future be designated as Hazardous Wastes, and therefore be subject to more rigorous and costly operating and disposal requirements.
CERCLA. The federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), also known as the "Superfund" law, generally imposes joint and several liability for costs of investigation and remediation and for natural resource damages, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of substances designated under CERCLA as hazardous substances ("Hazardous Substances"). These classes of persons or so-called potentially responsible parties include the current and certain past owners and operators of a facility where there is or has been a release or threat of release of a Hazardous Substance and persons who disposed of or arranged for the disposal of the Hazardous Substances found at such a facility. CERCLA also authorizes the EPA and, in some cases, third parties to take action in response to threats to the public health or the environment and to seek to recover from the potentially responsible parties the costs of such action. Mining operations on War Eagle Mountain may generate wastes that fall within CERCLA's definition of Hazardous Substances, and predecessor mining companies on our properties may have generated wastes that fall within CERCLA's definition of Hazardous Substances.
Air Emissions. Mining operations on War Eagle Mountain may be subject to local, state and federal regulations for the control of emissions of air pollution. Major sources of air pollutants are subject to more stringent, federally imposed permitting requirements, including additional permits. If ozone problems are not resolved by the deadlines imposed by the federal Clean Air Act, or on schedule to meet the standards, even more restrictive requirements may be imposed, including financial penalties based upon the quantity of ozone producing emissions. If the operator of mining operations on War Eagle Mountain fails to comply strictly with applicable air pollution regulations or permits, we may be subject to monetary fines and be required to correct any identified deficiencies. Alternatively, regulatory agencies could require us to forego construction, modification or operation of certain air emission sources.
We believe that we are in substantial compliance with current applicable environmental laws and regulations and that, absent the occurrence of an extraordinary event, compliance with existing local, state, federal and international laws, rules and regulations governing the release of materials in the environment or otherwise relating to the protection of the environment will not have a material effect upon our business, financial condition or results of operations.
Research and Development Expenditures
We have not incurred any research or development expenditures in the last two fiscal years.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Employees and Consultants
At March 4, 2011, we had six employees.
We have no collective bargaining agreements with our employees, and believe all consulting and employment agreements relationships are satisfactory. We hire independent contractors on an as- needed basis, and we may retain additional employees and consultants during the next twelve months, including additional executive management personnel with substantial experience in the mining exploration and development business.
ITEM 1A.
ITEM 1A. RISK FACTORS.
We Have Minimal Revenue To Date From Our Mining Properties, Which May Negatively Impact Our Ability To Achieve Our Business Objectives.
Since acquiring our mining properties in September 2007, we have experienced losses from our operations. Our ability to become profitable will be dependent on the receipt of revenues from the lease of our mining properties greater than our operational expenses. We received lease payments from July 2010 to October 2010, but we agreed to allow Silver Falcon to defer lease payments from November 2010 to December 2011 because of capital needs that Silver Falcon had in relation to its mining operations. We do not need to raise capital to mine our properties because we have leased the mining rights to Silver Falcon.
Silver Falcon commenced milling operations in May 2010, but will not begin receiving revenues until it completes a smelting operation in mid-2011. Silver Falcon still needs to raise substantial capital before it can commence mining raw ore from our properties, and will not be able to optimize its revenues until it has raised that capital. During the period that we have agreed to allow Silver Falcon to defer lease payments, we are dependent on the deferral of salaries by our officers, the issuance of our common stock in lieu of compensation, or loans from our officers to pay routine administrative expenses.
The Properties In Which We Have An Interest Do Not Have Any Known Reserves.
None of the properties in which we have an interest have any reserves. To date, we have engaged in only limited preliminary exploration activities on the properties. Accordingly, we do not have sufficient information upon which to assess the ultimate success of our exploration efforts. If we do not establish reserves, we may be required to curtail or suspend our operations, in which case the market value of our common stock may decline, and you may lose all or a portion of your investment.
Silver Falcon And We Have No Operating History as a Mining Company, Which May Hinder Silver Falcon’s Ability To Make Lease And Royalty Payments To Us.
Neither we nor Silver Falcon have any operating history as a mining company upon which to base an evaluation of our current business and future prospects. We have only owned mining properties since our acquisition of properties on War Eagle Mountain in September 2007. Silver Falcon first entered the mining industry when it leased our properties on War Eagle Mountain in October 2007.
We do not have an established history of locating and developing properties that have mining reserves. As a result, the revenue and income potential of our business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. We may make errors in predicting and reacting to relevant business trends and will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets such as ours. We may also make decisions and choices that do not take into account standard engineering or managerial approaches mineral exploration companies commonly use. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.
Our Ability To Become Profitable Is Subject To Silver Falcon’s Success in the Mining Business, Which Is Subject To Risks Inherent In The Mining Business
Silver Falcon’s ability to become profitable is subject to the economic risks typically associated with mineral extraction and processing business, including the necessity of making significant expenditures to mine properties and to test potential reserves. The availability of mining and transportation equipment and the cost of actual mining operations is often uncertain. In conducting mining activities, the presence of unanticipated irregularities in formations, miscalculations or accidents may cause exploration, development and, if warranted, production activities to be unsuccessful. This could result in a total loss of Silver Falcon’s investment, which would jeopardize its ability to make lease and royalty payments to us. If Silver Falcon is not successful in producing minerals from mineral ore mined from our property in economically viable quantities, its mining activities will cease, and it will be unable to make lease and royalty payments to us.
We Have A Very Small Management Team And The Loss Of Any Member Of This Team May Prevent Us From Implementing Our Business Plan In A Timely Manner; Our Management Has Substantial Outside Business Interests.
We have five executive officers and a limited number of additional consultants. Our success depends largely upon the continued services of Pierre Quilliam, our Chief Executive Officer, Roger Scammell our President, Christian Quilliam our Chief Operating Officer, Tom Ridenour our Chief Financial Officer and Allan Breitkreuz, our Vice President. We need additional executive personnel in order to fulfill our business plan and satisfy our reporting obligations as a public company in a timely fashion. We do not maintain key person life insurance policies on the lives of any of our officers. The loss of any of our officers could seriously harm our business, financial condition and results of operations. In such an event, we may not be able to recruit personnel to replace our officers in a timely manner, or at all, on acceptable terms.
Furthermore, the employment agreements with our executive officers permit them to have outside business interests, such that they are not required to devote 100% of their working time to our business. Mr. Quilliam estimates that he spends about 95% of his working time on activities related to the commencement of mining operations on War Eagle Mountain through Silver Falcon and us. Mr. Breitkreuz estimates that he spends about 25% of his working time on activities related to the commencement of mining operations on War Eagle Mountain through Silver Falcon and us. Mr. Scammell estimates that he spends about 85% of his working time on activities related to the commencement of mining operations on War Eagle Mountain through Silver Falcon and us. Mr. Ridenour estimates that he spends about 95% of his working time on activities related to the commencement of mining operations on War Eagle Mountain through Silver Falcon and us. Mr. Christian Quilliam estimates that he spends about 95% of his working time on activities related to the commencement of mining operations on War Eagle Mountain through Silver Falcon and us. The fact that Messrs. Quilliam, Scammell, Ridenour and Breitkreuz have outside business interests could lessen their focus on our business.
Our Directors Have A Material Conflict of Interest With Respect To Our Mining Lease With Silver Falcon.
Our mining operations are based upon a lease of our mining rights on War Eagle Mountain to Silver Falcon. All five of our directors, Pierre Quilliam, Roger Scammell, Christian Quilliam, Denise Quilliam and Allan Breitkreuz, are directors of Silver Falcon. To the extent issues arise between Silver Falcon and us under the lease, we do not have any disinterested directors or officers to represent our interests, and any resolution will not be on arms-length terms.
We Have Substantial Commitments That May Require That We Raise Capital.
As of December 31, 2010, we had $82,483 of cash, current assets of $91,483, current liabilities of $1,521,029, and a working capital deficit of ($1,429,546). A substantial part of our current liabilities consist of debts that we only have to pay if funds are available, such as accrued compensation to our officers of $1,470,209. However, we have $50,820 of accounts payable to third parties. Effective November 1, 2010, we agreed to allow Silver Falcon to defer lease payments until January, 2012. Until we resume receiving lease payments from Silver Falcon, we plan to defer salaries to our officers, which is our main recurring expense. We expect to be able to pay our other liabilities in the normal course of business from cash on hand or loans from Silver Falcon. If Silver Falcon is not able to resume lease payments, we will have to raise capital in order to pay our liabilities, which we expect would be dilutive to existing shareholders.
The Mining Industry Historically Is A Cyclical Industry And Market Fluctuations In The Prices Of Minerals Could Adversely Affect Silver Falcon’s Business And Our Lease Revenues From Silver Falcon.
Prices for minerals tend to fluctuate significantly in response to factors beyond our control. These factors include, but are not limited to:
·
weather conditions in the United States and elsewhere;
·
economic conditions in the United States and elsewhere;
·
political instability in Africa and other major mineral producing regions;
·
governmental regulations, both domestic and foreign;
·
domestic and foreign tax policy;
·
the pace adopted by foreign governments for the exploration, development, and production of their national reserves;
·
the price of foreign imports of minerals;
·
the cost of exploring for, producing and processing raw mineral ore;
·
the rate of decline of existing and new mineral reserves;
·
available transportation capacity;
·
the ability of mineral extraction companies to raise capital;
·
the overall supply and demand for minerals; and
Changes in commodity prices may significantly affect our capital resources, liquidity and expected operating results. Price changes will directly affect revenues and can indirectly impact expected production by changing the amount of funds available to reinvest in exploration and development activities. Reductions in mineral prices not only reduce revenues and profits, but could also reduce the quantities of reserves that are commercially recoverable. Significant declines in prices could result in non-cash charges to earnings due to impairment. Neither we nor Silver Falcon currently engage in any hedging program to mitigate our exposure to fluctuations in mineral prices.
Changes in commodity prices may also significantly affect our ability to estimate the value of producing properties for acquisition and divestiture and often cause disruption in the market for mineral properties, as buyers and sellers have difficulty agreeing on the value of the properties. Price volatility also makes it difficult to budget for and project the return on acquisitions and the development and exploitation of projects. We expect that commodity prices will continue to fluctuate significantly in the future.
We Are Required to Share Our Profits Derived From Properties In Which We Do Not Own 100% Fee Title.
We only own a 29.166% undivided interest in 71.82 acres of land on War Eagle Mountain. Under Idaho law, we are required to pay the other joint tenant owners of the land their pro rata share of any revenues we derive from minerals extracted from their property, less operating costs we incur. We do not have any formal agreement with the majority owners of the 71.82 acres of land on War Eagle Mountain regarding the allocation of revenues between 71.82 acres in which they have an interest and the other acreage we own or lease on War Eagle Mountain, or the determination and allocation of costs properly chargeable against revenues allocated to their interests. Accordingly, there is a possibility that we may get into disputes with the majority owners of the 71.82 acres of land on War Eagle Mountain, which could adversely affect our profitability.
If We Or Our Operators Fail To Maintain Adequate Insurance, Our Business Could Be Materially And Adversely Affected.
Our operations are subject to risks inherent in the mining industry, such as mine collapses, flooding, explosions, fires, pollution, earthquakes and other environmental risks. These risks could result in substantial losses due to injury and loss of life, severe damage to and destruction of property and equipment, pollution and other environmental damage, and suspension of operations. We could be liable for environmental damages caused by previous property owners. As a result, substantial liabilities to third parties or governmental entities may be incurred, the payment of which could have a material adverse effect on our financial condition and results of operations. We do not currently carry insurance to protect us
against any of these potential liabilities. Silver Falcon currently carries general liability and worker’s compensation insurance, but does not carry insurance against environmental claims. Silver Falcon considers its coverage adequate for our current operations. Silver Falcon expects to increase its insurance coverage when it begins mining ore from the interior of War Eagle Mountain.
Complying With Environmental And Other Government Regulations Could Be Costly And Could Negatively Impact Silver Falcon’s Production, Which Would Adversely Impact Our Royalty Revenues From Silver Falcon.
The mining business is governed by numerous laws and regulations at various levels of government. These laws and regulations govern the operation and maintenance of any facilities on War Eagle Mountain, the discharge of materials into the environment and other environmental protection issues. Such laws and regulations may, among other potential consequences, require that any operator of mining operations on War Eagle Mountain acquire permits before commencing operations and restrict the substances that can be released into the environment with mining and production activities.
Under our lease of War Eagle Mountain to Silver Falcon, Silver Falcon is primarily responsible for compliance with all laws and regulations applicable to the mining operations. However, to the extent that Silver Falcon violates laws and regulations, and is financially unable to satisfy any damages or claims arising out of its violations, we could be liable for those damages or claims, which may include claims for personal injury, clean-up costs and other environmental and property damages, as well as administrative, civil and criminal penalties. Prior to commencement of mining operations by Silver Falcon, we may secure limited insurance coverage for sudden and accidental environmental damages as well as environmental damage that occurs over time. However, we do not believe that insurance coverage for the full potential liability of environmental damages is available at a reasonable cost. Accordingly, we could be liable, or could be required to cease production on properties, if environmental damage occurs.
The costs of complying with environmental laws and regulations in the future may harm our business. Furthermore, future changes in environmental laws and regulations could occur that result in stricter standards and enforcement, larger fines and liability, and increased capital expenditures and operating costs, any of which could have a material adverse effect on our financial condition or results of operations.
There Is A Limited Market For Our Common Stock.
The trading market for our common stock is limited. Our common stock is eligible for trading on the OTC Bulletin Board, but is not eligible for trading on any national or regional securities exchange or the Nasdaq National Market. A more active trading market for our common stock may never develop, or if such a market develops, it may not be sustained.
Our Common Stock is Subject to the "Penny Stock" Rules of the SEC and the Trading Market in Our Securities is Limited, Which Makes Transactions in Our Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
·
that a broker or dealer approve a person's account for transactions in penny stocks; and
·
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny stocks, the broker or dealer must:
·
obtain financial information and investment experience objectives of the person; and
·
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:
·
sets forth the basis on which the broker or dealer made the suitability determination; and
·
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
We Will Incur Significant Costs As A Result Of Operating As A Public Company. We May Not Have Sufficient Personnel For Our Financial Reporting Responsibilities, Which May Result In The Untimely Close Of Our Books And Record And Delays In The Preparation Of Financial Statements And Related Disclosures.
As a registered public company, we will experience an increase in legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as well as new rules subsequently implemented by the SEC, has imposed various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly.
If we are not able to comply with the requirements of Sarbanes-Oxley Act, or if we or our independent registered public accounting firm identifies additional deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC and other regulatory authorities.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2.
ITEM 2. PROPERTIES.
A description of our mining properties is included in Item 1. Description of Business and is incorporated herein by reference.
We also utilize office space leased by Silver Falcon at 2520 Manatee Ave. W. Suite #200, Bradenton, FL 34205, under a lease that runs from August 8, 2010 to August 1, 2013 at a rate of $1,065 per month for the first 12 months and $1,095 per month for the second 12 months and $1,187.40 for the third 12 months. We share the cost of the lease with Silver Falcon equally.
We believe that we have satisfactory title to the properties owned and used in our business, subject to liens for taxes not yet payable, liens incident to minor encumbrances, liens for credit arrangements and easements and restrictions that do not materially detract from the value of these properties, our interests in these properties, or the use of these properties in our business. We believe that our properties are adequate and suitable for us to conduct business in the future.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any material legal proceedings at this time.
ITEM 4.
ITEM 4. (REMOVED AND RESERVED).
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
On November 23, 2009, our common stock began to trade on the Over The Counter Bulletin Board under the symbol “GHDC.” The following table summarizes the low and high prices for our common stock for each of the calendar quarters of 2010 and 2009.
There were 115 shareholders of record of the common stock as of December 31, 2010. This number does not include an indeterminate number of shareholders whose shares are held by brokers in “street name.”
Our common stock is subject to rules adopted by the Securities and Exchange Commission ("Commission") regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to "penny stocks" require a broker dealer, prior to a transaction in a "penny stock" not otherwise exempt from the rules, to deliver a standardized disclosure document prepared by the Commission. That disclosure document advises an investor that investment in "penny stocks" can be very risky and that the investor's salesperson or broker is not an impartial advisor, but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in "penny stocks," to independently investigate the security, as well as the salesperson the investor is working with and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the "penny stock" is a suitable investment for the purchaser, and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares.
Dividend Policy
We have not declared any cash dividends on our Common Stock during our fiscal years ended on December 31, 2010 or 2009. Our Board of Directors has made no determination to date to declare cash dividends during the foreseeable future, but is not likely to do so. There are no restrictions on our ability to pay dividends.
Securities Issued in Unregistered Transactions
During the quarter ended December 31, 2010, we issued the following shares of common stock in unregistered transactions:
·
We issued a total of 2,000,000 shares to a third party for consulting services;
·
We issued 170,833 shares to a third party for edgar filing services.
·
We issued 17,003,272 to note holders in conversion of notes payable.
All shares were issued in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, during the quarter ended December 31, 2010.
Issuer Purchases of Equity Securities
During the quarter ended December 31, 2010, we did not purchase any shares of our common stock.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Because we are a smaller reporting company, we are not required to provide the information called for by this Item.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
Disclosure Regarding Forward Looking Statements
This Annual Report on Form 10-K includes forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Forward Looking Statements”). All statements other than statements of historical fact included in this report are Forward Looking Statements. In the normal course of our business, we, in an effort to help keep our shareholders and the public informed about our operations, may from time-to-time issue certain statements, either in writing or orally, that contain or may contain Forward-Looking Statements. Although we believe that the expectations reflected in such Forward Looking Statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of such plans or strategies, past and possible future, of acquisitions and projected or anticipated benefits from acquisitions made by or to be made by us, or projections involving anticipated revenues, earnings, levels of capital expenditures or other aspects of operating results. All phases of our operations are subject to a number of uncertainties, risks and other influences, many of which are outside of our control and any one of which, or a combination of which, could materially affect the results of our proposed operations and whether Forward Looking Statements made by us ultimately prove to be accurate. Such important factors (“Important Factors”) and other factors could cause actual results to differ materially from our expectations are disclosed in this report, including those factors discussed in “Item 1A. Risk Factors.” All prior and subsequent written and oral Forward Looking Statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Important Factors described below that could cause actual results to differ materially from our expectations as set forth in any Forward Looking Statement made by or on behalf of us.
Overview
On September 14, 2007, we acquired an interest in 174.82 acres of land on War Eagle Mountain in Idaho from two of our major shareholders for a total of 90,000,000 shares of our common stock. We acquired a 100% interest in 103 acres, and a 29.166% interest in 71.82 acres. We also lease five placer claims on War Eagle Mountain from the U.S. Bureau of Land Management, each of which covers approximately 20 acres, or approximately 100 acres in total.
On October 11, 2007, we entered into a lease of our mineral rights to Silver Falcon, which is responsible for all mining activities on War Eagle Mountain. We are entitled to annual lease payments of $1,000,000, payable on a monthly basis, a monthly nonaccountable expense reimbursement of $10,000 during any month in which ore is mined from the leased premises, and a royalty of 15% of all amounts paid to Silver Falcon from the processing of ore mined from our properties. The lease initially provided that lease payments must commence April 1, 2008. Because Silver Falcon has been unable to commence operations according to its original schedule, we have agreed to extend the commencement date several
times, to July 1, 2010, and extended the lease term by an equal amount each time. Effective November 1, 2010, we agreed to allow Silver Falcon to defer lease payments until January 1, 2012, and agreed to extend the lease term by an equal amount of time.
To date, Silver Falcon’s operations have consisted of processing tailings left on the mine site from prior mining operations. Silver Falcon has constructed a milling operation at the base of the mountain, and is in the process of constructing a smelter to further process concentrate produced in its milling operation. Silver Falcon has also made substantial capital improvements to the mountain and roads. Before Silver Falcon begins mining raw ore from the mountain, it will need to complete a confirmation phase designed to locate and prove up reserves in the mountain in order to develop a comprehensive plan for the full development of the mine site. Later, after Silver Falcon completes a confirmation program to prove up and locate reserves on the property, and make further capital improvements to the mine site, it plans to begin mining and processing raw ore.
Our revenue, profitability, and future growth rate depend substantially on factors beyond our control, including Silver Falcon’s success in the commencement of mining operations on our properties, as well as economic, political, and regulatory developments and fluctuations in the market prices of minerals processed from ore derived from our properties.
Results of Operations
Fiscal Years ended December 31, 2010 and 2009
We are in the exploration stage but have generated revenues of $250,802 in the year ended December 31, 2010 and no revenues in the year ended December 31, 2009. Revenues in 2010 consisted of lease payments of $250,000 and a royalty payment of $802 from Silver Falcon.
We reported losses from operations during the years ended December 31, 2010 and 2009 of ($1,336,425) and ($279,782), respectively, an increase of $1,056,643. The increased operating loss in 2010 as compared to 2009 was largely attributable to increased consulting fees of $637,334 in 2010, as compared to $90,397 in 2009, an increase of $546,937 and compensation expense related to stock option grants offset by increase in revenue of $250,802. General and administrative expenses increased by $46,092 from $14,385 in 2009 to $60,477 in 2010, largely as a result of increased travel and legal fees. Compensation expense increased $714,416 from $175,000 in 2009 to $889,416 in 2010 as a result of compensation expense related to stock option grants of $610,874 and the addition of employees.
We reported a net loss during the years ended December 31, 2010 and 2009 of ($1,364,046) and ($310,650), respectively. The increased net loss in 2010 as compared to 2009 was largely attributable to an increased loss from operations, offset by slightly lower interest expense in 2010 as compared to 2009 as a result of the conversion of notes payable to common stock.
Liquidity and Sources of Capital
The following table sets forth the major sources and uses of cash for our last nine months ended September 30, 2009 and 2010:
Net (decrease) increase in unrestricted cash and cash equivalents
$ 82,483
$ (419)
Comparison of 2010 and 2009
In the year ended December 31, 2010 and 2009, we financed our operations primarily through the issuance of issuance of common stock and options for services, the deferral of salaries and lease payments from Silver Falcon.
Operating activities used provided $157,982 of cash in 2010, as compared to ($61,343) of cash in 2009. Major non-cash items that affected our cash flow from operations in 2009 was $82,750 for the value of common stock issued for compensation. Our operating assets and liabilities supplied $166,557 of cash, most of which resulted from an increase in accrued payroll of $175,000.
Major non-cash items that affected our cash flow from operations in 2010 were $627,678 for the value of common stock issued for compensation, and $610,874 for the value of options issued for compensation. Our operating assets and liabilities contributed $282,268 of cash, most of which resulted from an increase in accrued payroll of $278,542.
There were no investing activities in either 2009 or 2010.
Financing activities used ($75,499) of cash in 2010 as compared to 2009, when financing activities produced $60,924 of cash. All of the cash used or provided by financing activities in both years was the result of funds borrowed from or repaid to Silver Falcon.
Liquidity
Our balance sheet as of December 31, 2010 reflects current assets of $91,483, current liabilities of $1,521,029, and a working capital deficit of ($1,429,546). However, most of our current liabilities consist of accrued compensation payable to our management.
We have executed a lease agreement with Silver Falcon, which provides for an annual lease payment of $1,000,000 payable in monthly installments, and a royalty equal to 15% of the proceeds of any ore mined from our property on War Eagle Mountain. Effective November 1, 2010, we agreed to allow Silver Falcon to defer lease payments until January 1, 2012. During the period of the deferral, we will be dependent on the deferral of salaries by our management, the issuance of shares of our common stock for services, and on loans from Silver Falcon, our officers and a significant shareholder to pay other administrative expenses.
Going Concern
Our financial statements have been presented on the basis that we continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, we incurred a net operating loss in the years ended December 31, 2010 and 2009. These factors create an uncertainty about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on the success of our plans. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Critical Accounting Policies and Estimates
Our significant accounting policies are described in Note 2 of Notes to Financial Statements. At this time, we are not required to make any material estimates and assumptions that affect the reported amounts and related disclosures of assets, liabilities, revenue, and expenses. However, as we begin actual mining operations, we may be required to make estimates and assumptions typical of other companies in the mining business.
For example, we will be required to make critical accounting estimates related to future metals prices, obligations for environmental, reclamation, and closure matters, mineral reserves, and accounting for business combinations. The estimates will require us to rely upon assumptions that were highly uncertain at the time the accounting estimates are made, and changes in them are reasonably likely to occur from period to period. Changes in estimates used in these and other items could have a material impact on our financial statements in the future.
Our estimates will be based on our experience and our interpretation of economic, political, regulatory, and other factors that affect our business prospects. Actual results may differ significantly from our estimates.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK.
Because we are a smaller reporting company, we are not required to provide the information called for by this Item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements required by Article 8 of Regulation S-X are attached hereto as Exhibit A.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
During the two fiscal years ended December 31, 2010, we have not filed any Current Report on Form 8-K reporting any change in accountants in which there was a reported disagreement on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES.
Management’s Report on Internal Control over Financial Reporting and Remediation Initiatives
Evaluation of Disclosure Controls and Procedures
Pierre Quilliam, our chief executive officer, and Thomas C. Ridenour, our chief financial officer, are responsible for establishing and maintaining our disclosure controls and procedures. Disclosure controls and procedures means controls
and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2010. Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, such controls and procedures were effective.
Changes in internal controls
There were no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of our principal executive officer and principal financial officer and implemented by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that:
·
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
·
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and
·
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As of December 31, 2010 we conducted an evaluation, under the supervision and with the participation of our chief executive officer (our principle executive officer), our chief operating officer and our chief financial officer (also our principal financial and accounting officer) of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission, or the COSO Framework. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.
A material weakness is defined within the Public Company Accounting Oversight Board's Auditing Standard No. 5 as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. Based upon this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 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 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.
ITEM 9A(T). CONTROLS AND PROCEDURES.
None.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Listed below are the directors and executive officers of the Company.
Name
Age
Present Positions with Company
Pierre Quilliam
Chairman and Chief Executive Officer
Roger Scammell
President and Director
Allan Breitkreuz
Executive Vice President and Director
Denise Quilliam
Secretary and Director
Christian Quilliam
Chief Operating Officer and Director
Thomas C. Ridenour
Chief Financial Officer
The following information sets forth the backgrounds and business experience of the directors and executive officers.
Pierre Quilliam has served as our chief executive officer and a member of our board since November 11, 2003. In addition to his services as our office and director, Mr. Quilliam has been a director and officer of Silver Falcon Mining, Inc., f/k/a Dicut, Inc. since 2001. From 1975 to 1980, Mr. Quilliam established and operated Outico, Ltd., a reseller of industrial tools and equipment. From 1980 to the present, Mr.Quilliam has established and managed numerous companies in various capacities, including finance, consulting, accounting and management.
Allan Breitkreuz has served as a member of our board since 2005, and as our Vice President of Finance and Development since September 9, 2006. In addition to his services as our officer and director, Mr. Breitkreuz has been a director of Silver Falcon since November 1, 2008. From 2002 to 2008, Mr. Breitkreuz was an officer and director of Warner International Networks and Extend a Pop, which provided dial up internet access. Mr. Breitkreuz majored in commercial and business financial administration at Brock University in Ontario, Canada, but did not receive a degree.
Denise Quilliam has served as a member of our board since September 2010. On July 1, 2009, Ms. Quilliam became our corporate secretary. In addition to her services as an officer and director, Ms. Quilliam has been an officer and director of Silver Falcon since October 30, 2007. Other than her employment with us, Ms. Quilliam serves as a director of four private Canadian companies involved in real estate and finance, but has otherwise not been employed during the last five years. Ms. Quilliam received a B.S. degree in Teaching from the Ignace Bourget College in Quebec in 1957.
Christian Quilliam has served as our director since September 2010, and our chief operating officer since April 2010. In addition to his services as an officer and director, Mr. Quilliam has been a director of Silver Falcon since August 24, 2009, and its chief operating officer since April 2010. Mr. Quilliam holds a master’s degree in digital music from McGill University in Montreal and brings extensive experience into the management and development of small cap companies. Mr. Quilliam presently owns and direct Q-Prompt, Inc., a teleprompting company which services large corporations’ needs during presentations.
D. Roger Scammell has been a member of our board and an officer since January 6, 2011. Mr. Scammell has 40 years of experience in the mining and exploration industry worldwide, principally with epithermal gold/silver, polymetallic base metal, combined with nickel and coal deposits. He was the Country Manager (México) for Teck Corporation and its Mexican subsidiary, Minera Teck S.A. de C.V. from 1992 to 2002. From May 2004 to December 2010, Mr. Scammell was Vice President of Exploration and later President of Scorpio Mining Corporation and its Mexican subsidiary, Minera Cosalá. While at Scorpio, he was responsible for the administration and execution of exploration, development and initial production of the Nuestra Señora polymetallic silver mine in Sonora, México, as well as the onsite construction of the 1,000 tons per day flotation mill. Mr. Scammell holds a Bachelor of Science degree in geology from the University of London, England, and is a licensed Professional Geoscientist of Ontario, Canada. Mr. Scammell also serves as a director of two other mining companies, Southern Silver Exploration Corp (TSX: SSV) and Musgrove Minerals Corp. (TSX: MGS). Mr. Scammell also agreed to serve as president and a director of Silver Falcon.
Mr. and Ms. Quilliam are married to each other.
Mr. Christian Quilliam is the son of Mr. and Mrs. Quilliam.
Executive Officers Who Are Not Directors
Thomas Ridenour has been our Chief Financial Officer since June 2010. Mr. Ridenour has been a principal of Ridenour and Associates, LLC, an accounting consulting firm providing CFO services to small public and private companies, since 2002. From 2000 to 2002, Mr. Ridenour served as Senior Vice President and Chief Financial Officer of HealthWatch, Inc., a software technology company. Prior to joining HealthWatch, Mr. Ridenour served as Senior Vice
President and Chief Financial Officer of Nationwide Credit, Inc., a receivables management company, from 1998 to 2000. From 1983 to 1998, Mr. Ridenour served in various financial management roles at American Security Group, a financial services company, Primerica Financial Services, Inc., a financial services company, and Southmark Corporation, a real estate service and development company. Mr. Ridenour is also chief financial officer of Silver Falcon Mining, Inc. Mr. Ridenour is a CPA and holds a B.S. Accounting degree from the University of South Carolina.
None of the above directors and executive officers has been involved in any legal proceedings as listed in Regulation S-K, Section 401(f).
Board Of Directors
Our board currently consists of five directors. There have been no material changes to the procedures by which security holders may recommend nominees to the board of directors.
Board Committees
We do not have an audit, nominating or compensation committee. We intend, however, to establish an audit committee and a compensation committee of our Board of Directors in the future, once we have independent directors. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditor, evaluating our accounting policies and our system of internal controls. The compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers.
We do not have an audit committee financial expert on our board because we do not have any independent directors.
Code of Ethics
Our Board of Directors has adopted a Code of Business Conduct and Ethics, which is filed herewith as Exhibit 14.
Section 16(a) Beneficial Ownership Reporting Compliance
During the fiscal year ended 2010, the following officers and directors failed to file the following Forms 3, 4 or 5:
·
New Vision Financial, Ltd. and Pierre Quilliam failed to a file a Form 4 or 5 with respect to shares issued to them upon conversion of convertible notes.
·
Christian Quilliam and Denise Quilliam failed to file a Form 3 when they became officers and directors in September 2010.
·
Tom Ridenour failed to file a Form 3 when he became an officer in June 2010.
·
Pierre Quilliam, Allan Breitkreuz, Christian Quilliam, Denise Quilliam and Tom Ridenour failed to file a Form 4 or 5 with respect to options issued to them in December 2010.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth the compensation earned by our named Executive Officers during the last three fiscal years and other officers who received compensation in excess of $100,000 during any of the last three fiscal years. In accordance with Item 402(a)(5), we have omitted certain columns from the table required by Item 402(c).
Summary Compensation Table
Name and Principal Position
Year
Salary
$
Option Awards
$ (1)
All Other Compensation
$
Total
$
Pierre Quilliam, Chairman and CEO (2)
$125,000
125,000
$140,971
-
-
-
$265,971
125,000
Allan Breitkreuz, Vice President (3)
50,000
50,000
93,981
-
-
-
143,981
50,000
Christian Quilliam, Chief Operating Offficer
32,500
-
93,981
-
-
-
126,481
-
Denise Quilliam, Secretary
14,167
-
93,981
-
-
-
108,148
-
Thomas Ridenour, Chief Financial Officer
56,875
-
93,981
-
-
-
150,856
-
(1)
The option awards to Pierre Quilliam, Allan Breitkreuz, Christian Quilliam, Denise Quilliam and Thomas Ridenour consisted of 3,000,000, 2,000,000, 2,000,000, 2,000,000 and 2,000,0000 options to purchase Common Stock, respectively. The options have an exercise price of $0.057 per share, a ten year term, and are subject to a one year vesting period. The amount reported is the amount recognized for financial statement reporting purposes in accordance with ASC Topic 718
(2)
Pierre Quilliam has served as our Chairman and CEO since November 11, 2003. In 2009 and 2010, we paid Mr. Quilliam a base salary of $125,000 per year under an employment agreement dated September 1, 2007. None of Mr. Quilliam’s compensation for 2009 or 2010 has been paid in cash, and instead is reflected as a current liability on our financial statements.
(3)
Mr. Breitkreuz has served as a vice president since 2006. In 2009 and 2010, we paid Mr. Breitkreuz a salary of $50,000 per year based on an employment agreement dated January 1, 2007. None of Mr. Breitkreuz’s compensation for 2009 or 2010 has been paid in cash, and instead is reflected as a current liability on our financial statements.
(4)
Christian Quilliam has served as our chief operating officer since September 1, 2010. Mr. Quilliam’s salary consists of pay accrued at a rate of $97,500 since September 1, 2010, which has not been paid in cash but is instead reflected as a current liability on our financial statements.
(5)
Ms. Quilliam has served as our corporate secretary since September 1, 2010. Ms. Quilliam’s salary consists of pay accrued at a rate of $42,500 since September 1, 2010, which has not been paid in cash but is instead reflected as a current liability on our financial statements.
(6)
Mr. Ridenour has served as our chief financial officer since June 1, 2010. Mr. Ridenour’s salary consists of pay accrued at a rate of $97,500 since June 1, 2010, which has not been paid in cash but is instead reflected as a current liability on our financial statements.
We did not reprice any options or stock appreciation rights during the last fiscal year.
Outstanding Equity Awards at Fiscal Year-End
*The options vest one year from the date of issuance.
Employment Agreements
Pierrre Quilliam. We entered into an employment agreement with Mr. Quilliam on January 1, 2011, which provides as follows:
·
Mr. Quilliam is entitled to a base salary of $125,000 per year;
·
Mr. Quilliam is entitled to an incentive salary equal to 10% of the adjusted net profits, which are defined to be net profit before federal and state income taxes, determined in accordance with generally accepted accounting practices by the Company's independent accounting firm and adjusted to exclude: (i) any incentive salary payments paid pursuant to his employment agreement; (ii) any contributions to pension and/or profit sharing plans; (iii) any extraordinary gains or losses (including, but not limited to, gains or losses on disposition of assets); (iv) any refund or deficiency of federal and state income taxes paid in a prior year; and (v) any provision for federal or state income taxes made in prior years which is subsequently determined to be unnecessary;
·
The term of the agreement is one year, but automatically renews for successive terms equal to the initial term unless it is terminated at least thirty days before any expiration date;
·
Mr. Quilliam is entitled to health and life insurance;
·
Mr. Quilliam is entitled to severance of 75% of his base salary at any time that we terminate him without cause after the initial term;
·
Mr. Quilliam’s employment is subject to standard provisions prohibiting his competition with us or soliciting our employees during and after the termination of their employment with us.
Allan Breitkreuz. We entered into an employment agreement with Allan Breitkreuz dated January 1, 2011. The terms are identical to our employment agreement with Mr. Quilliam, except that his base salary is $97,500 and his title is vice president.
Denise Quilliam. We entered into an employment agreement with Denise Quilliam dated January 1, 2011. The terms are identical to our employment agreement with Mr. Quilliam, except that her base salary is $42,500 and her title is Secretary.
Christian Quilliam. We have entered into an employment agreement with Christian Quilliam dated January 1, 2011. The terms are identical to our employment agreement with Pierre Quilliam, except that his base salary is $97,500, his title is Chief Operating Officer, and he is allowed to perform his services primarily from Ontario, Canada, subject to a requirement to make at least 12 trips per year to the Company’s operations in Idaho.
Thomas C. Ridenour. We have entered into an employment agreement with Tom Ridenour dated January 1, 2011. The terms are identical to our employment agreement with Pierre Quilliam, except that his base salary is $97,500, his title is Chief Financial Officer, and he is allowed to perform his services primarily from Atlanta, Georgia.
D. Roger Scammell. We have entered into an employment agreement with Mr. Scammell effective as of January 1, 2011, which provides as follows:
·
Mr. Scammell serves as our president and as a director.
·
Mr. Scammell is entitled to a base salary of $100 per year, plus a signing bonus of 2,000,000 shares of the Registrant’s common stock, all of which is to be registered on Form S-8;
·
The term of the agreement is one year, but automatically renews for successive terms equal to the initial term unless it is terminated at least thirty days before any expiration date;
·
Mr. Scammell is entitled to health, dental, long term disability and life insurance, to the extent provided to all of our employees pursuant to such plans and programs that we may adopt from time to time; and
·
Mr. Scammell’s employment is subject to standard provisions requiring that he maintain the confidentiality of our information.
Director Compensation
The compensation of all of our directors is reported in the Summary Compensation Table above.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information, as of March 9, 2011, with respect to the beneficial ownership of our common stock by (i) all of our directors, (ii) each of our executive officers named in the Summary Compensation Table, (iii) all of our directors and named executive officers as a group, and (iv) all persons known to us to be the beneficial owner of more than five percent (5%) of any class of our voting securities.
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of Class (1)
Pierre Quilliam (2)
2520 Manatee Avenue, West
Bradenton, Florida 34205
84,334,143
35.3%
New Vision Financial, Ltd. (3)
Suite 13, Oliaji Trade Center
Francis Rachel St.
Victoria, Seychelles
52,019,133
21.8%
Thomas Ridenour (3)
100 North Point Center East
Suite 530
Alpharetta, GA 30022
7,719,412
3.2%
D. Roger Scammell (4)
Don Julio Berdegue 730B
Fracc. El Cid
Mazatlan, Sinaloa
Mexico 82100
2,500,000
1.0%
Allan Breitkreuz (4)
1613 2nd Ave., RR#3
St-Catharines, Ontario
Canada L2R 6P9
1,928,571
0.8%
Denise Quilliam (5)
5709 Manatee Avenue West
Bradenton, Florida 34209
880,000
0.4%
Christian Quilliam (4)
5356 Vail Ct.
Mississauga, Ontario
Canada L5M 6G9
732,500
0.3%
All Officers and Directors as a Group
95,862,126
40.1%
(1) Based upon 238,823,917 shares issued and outstanding as of March 9, 2010.
(2) Pierre Quilliam’s shares include 33,134,143 shares owned outright, 50,700,000 shares owned by Bisell Investments, Inc., a company of which Mr. Quilliam is a director and president, and 500,000 shares owned by Silver Falcon. Mr. Quilliam is an officer and director of Silver Falcon, and in that capacity exercises the shared power to vote and dispose of the shares owned by that entity. Mr. Quilliam’s shares do not include any shares owned by Denise Quilliam, who is his spouse.
(3) Owned outright.
(4) Includes 500,000 shares owned by Silver Falcon, of which the person is an officer and director and in that capacity exercises the shared power to vote and dispose of the shares owned by that entity. All other shares owned by the person are owned outright.
(5) Denise Quilliam’s shares include 380,000 shares owned by Pierre Quilliam, 380,000 shares owned outright, and 500,000 shares owned by Silver Falcon. Ms. Quilliam is an officer and director of Silver Falcon, and in that capacity exercises the shared power to vote and dispose of the shares owned by that entity. Ms. Quilliam’s shares do not include any shares owned by Pierre Quilliam, who is her spouse.
(6) All of the officers and directors hold options to purchase shares of Common Stock, which are not included in their ownership amounts because the options are subject to a one year vesting requirement and are not currently exercisable within 60 days.
Equity Compensation Plan Information
The following table provides information as of December 31, 2010 about our outstanding compensation plans under which shares of stock have been authorized:
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
Weighted-average exercise price of outstanding options, warrants and rights (b)
Number of securities remaining available for future issuance (c)
Equity compensation plans approved by security holders
--
--
--
Equity compensation plans not approved by security holders
--
--
--
2010 Stock Option Plan
13,000,000
0.114
2,000,000
2010 Employee, Consultant and Advisor Stock Compensation Plan
2,083,333
0.713
12,916,667
Total
15,083,333
--
14,916,667
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Lease Transactions with Silver Falcon
On October 11, 2007, we entered into a lease agreement with Silver Falcon, under which we leased our owned and leased acreage on War Eagle Mountain, Idaho to Silver Falcon. Silver Falcon is responsible for all mining activities on our land, and we are entitled to annual lease payments of $1,000,000 per year payable monthly, a nonaccountable expense allowance of $10,000 per month for any month in which ore is mined from our property, and a royalty of 15% from any proceeds payable to Silver Falcon by the smelter of ore produced from land. The lease initially provided that lease payments must commence April 1, 2008. Because Silver Falcon has been unable to commence operations according to its original schedule, we have agreed to extend the commencement date several times, to July 1, 2010.
On the first quarter of 2011, we amended the above-described lease with Silver Falcon. The amendment provided that the annual lease payments would be deferred for a fifteen month period from October 2010 to December 2011, and the term of the Lease would be extended for an equal amount of time. Silver Falcon remains remain obligated to pay any royalties or the nonaccountable fee that accrues during the deferral period. All of our officers and directors are also officers and directors of Silver Falcon.
Loan Transactions with New Vision Financial, Ltd.
From time to time we have borrowed funds from New Vision Financial, Ltd. (“New Vision”). The loans have been made pursuant to promissory notes that bear interest at 7% per annum, and are convertible into common stock at $0.03 per share. The following is a summary of our loan transactions with New Vision:
·
We borrowed $2,250 from New Vision pursuant to a promissory note dated December 31, 2007, which was due on December 31, 2009. At maturity, the balance due with interest was $2,565, which was converted into a new promissory note which had a maturity date of December 31, 2011.
·
We borrowed $7,500 from New Vision pursuant to a promissory note dated December 31, 2007, which was due on December 31, 2009. On January 10, 2008, we issued New Vision 158,333 shares of common stock valued at $0.03 per share, or $4,750, and were applied to reduce the principal balance of the note. At maturity, the balance due with interest was $3,395, which was converted into a new promissory note which had a maturity date of December 31, 2011.
·
We borrowed $29,532 from New Vision pursuant to a promissory note dated June 30, 2008, which was due on June 30, 2010. At maturity, the balance due with interest was $33,638, which was converted into a new promissory note which had a maturity date of June 30, 2012.
·
On November 12, 2010, New Vision converted all of the principal and accrued interest due under the above-described notes into 1,360,800 shares of our common stock.
Loan Transactions with New Vision Financial, Ltd.
From time to time we have borrowed funds from Pierre Quilliam, or chairman and chief executive officer. The loans have been made pursuant to promissory notes that bear interest at 7% per annum, and are convertible into common stock at $0.03 per share. The following is a summary of our loan transactions with Mr. Quilliam:
·
We borrowed $81,408 from Mr. Quilliam pursuant to a promissory note dated December 31, 2007, which was due on December 31, 2009. On December 12, 2008, we issued Mr. Quilliam 825,000 shares of common stock valued at $0.03 per share, or $24,750, and were applied to reduce the principal balance of the note. At maturity, the balance due with interest was $66,222, which was converted into a new promissory note which had a maturity date of December 31, 2011.
·
We borrowed $5,830 from Mr. Quilliam pursuant to a promissory note dated June 30, 2008, which was due on June 30, 2010. At maturity, the balance due with interest was $6,641, which was converted into a new promissory note which had a maturity date of June 30, 2012.
·
On December 1, 2008, we issued Mr. Quilliam a promissory note in the amount of $345,163 in payment of an account payable to Mr. Quilliam for expenses that he paid on behalf of us. The note was due on December 1, 2010.
·
On November 12, 2010, Mr. Quilliam converted all of the principal and accrued interest due under the above-described notes into 15,642,472 shares of our common stock.
Loan Transactions with Silver Falcon
From time to time, we have borrowed money from Silver Falcon, and Silver Falcon has borrowed money from us. The amounts are non-interest bearing, unsecured demand loans. As of December 31, 2009, we were indebted to Silver Falcon in the amount of $69,499. As of December 31, 2010, Silver Falcon was indebted to us in the amount of $2,000. In addition, Diamond Creek Mill, Inc., a wholly-owned subsidiary of Silver Falcon, was indebted to us in the amount of $4,000.
Review, Approval and Ratification of Related Party Transactions
The board of directors has responsibility for establishing and maintaining guidelines relating to any related party transactions between us and any of our officers or directors. Under our Code of Ethics, any conflict of interest between a director or officer and us must be referred to the non-interested directors for approval. We intend to adopt written guidelines for the board of directors which will set forth the requirements for review and approval of any related party transactions. We do not currently have any independent directors. Accordingly, this policy is currently held in abeyance. We plan to reinstitute the policy when and if we have dis-interested directors.
Director Independence
Our common stock is currently quoted on the OTC Bulletin Board, or the OTCBB, and the Pink Sheets. Since neither the OTCBB nor the Pink Sheets has its own rules for director independence, we use the definition of independence established by the NYSE Amex (formerly the American Stock Exchange). Under applicable NYSE Amex rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
We periodically review the independence of each director. Pursuant to this review, our directors and officers, on an annual basis, are required to complete and forward to the Corporate Secretary a detailed questionnaire to determine if there are any transactions or relationships between any of the directors or officers (including immediate family and affiliates) and us. If any transactions or relationships exist, we then consider whether such transactions or relationships are inconsistent with a determination that the director is independent. As this time, we do not have any independent directors.
Conflicts Relating to Officers and Directors
To date, we do not believe that there are any conflicts of interest involving our officers or directors, other than as disclosed above. With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
In the last two fiscal years ended December 31, 2010 and 2009, we have retained W.T. Uniack & Co. CPA's P.C. ("Uniack") as our principal accountants. We understand the need for our principal accountants to maintain objectivity and independence in their audit of our financial statements. To minimize relationships that could appear to impair the objectivity of our principal accountants, our board has restricted the non-audit services that our principal accountants may provide to us primarily to tax services and audit related services. We are only to obtain non-audit services from our principal accountants when the services offered by our principal accountants are more effective or economical than services available from other service providers, and, to the extent possible, only after competitive bidding. The board has adopted policies and procedures for pre-approving work performed by our principal accountants. After careful consideration, the board has determined that payment of the audit fees is in conformance with the independent status of our principal independent accountants.
The following is a summary of the fees billed to the Company by Uniack for professional services rendered for the fiscal years ended December 31, 2010 and 2009:
Fee Category
Fiscal 2010
Fees
Fiscal 2009
Fees
Audit Fees
$ 15,000
$ 15,000
Audit-Related Fees
--
--
Tax Fees
--
--
All Other Fees
--
--
Total Fees
$ 15,000
$ 15,000
Audit Fees consist of fees billed for professional services rendered for the audit of Silver Falcon Mining, Inc.’s consolidated financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by Uniack in connection with statutory and regulatory filings or engagements.
Audit Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Silver Falcon Mining, Inc.’s consolidated financial statements and are not reported under "Audit Fees".
Tax Fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.
All Other Fees consist of fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2010 or 2009.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)
List the following documents filed as a part of the report:
(1)
All financial statements: Audited financial statements of GoldLand Holdings Co. as of December 31, 2009 and 2010, and for the years ended December 31, 2009 and 2010, including a balance sheet, statement of operations, statement of cash flows, and statement of changes in stockholders’ deficit
(2)
Those financial statement schedules required to be filed by Item 8 of this form, and by paragraph (b) below: none.
(3)
Those exhibits required by Item 601 of Regulation S-K (Section 229.601 of this chapter) and by paragraph (b) below. Identify in the list each management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(b) of this report.
Exhibit Number
Description of Exhibits
3.1
Amended and Restated Certificate of Incorporation of Goldcorp Holdings Co., a Delaware corporation, dated August 13, 2007 (incorporated by reference to the Form 10 Registration Statement filed November 24, 2008)
3.2
By-Laws (incorporated by reference to the Form 10 Registration Statement filed November 24, 2008)
3.3*
Corrected Certificate of Amendment to Certificate of Incorporation filed October 5, 2010
4.1
Form of Common Stock certificate (incorporated by reference to the Form 10 Registration Statement filed November 24, 2008)
10.1*
Employment Agreement of Pierre Quilliam dated January 1, 2011
10.2*
Employment Agreement of Allan Breitkreuz dated January 1, 2011
10.3
Lease Agreement between Goldcorp Holdings Co. and Silver Falcon Mining, Inc., dated October 11, 2007 (incorporated by reference to the Form 10 Registration Statement filed November 24, 2008)
10.4*
Employment Agreement of Christian Quilliam dated January 1, 2011
10.5*
Employment Agreement of Thomas Ridenour dated January 1, 2011
10.6*
Employment Agreement of Denise Quilliam dated January 1, 2011
10.7
Employment Agreement of D. Roger Scammell (incorporated by reference to the Form 8-K filed January 26, 2011)
10.8
Amendment to Lease between GoldLand Holdings Co. and Silver Falcon Mining, Inc., dated January 21, 2011 (incorporated by reference to the Form 8-K filed January 26, 2011)
10.9
2010 Employee, Consultant and Advisor Stock Compensation Plan (incorporated by reference to the Form S-8 filed December 20, 2010)
10.10
Form on Stock Payment Agreement (incorporated by reference to the Form S-8 filed December 20, 2010)
10.11
2010 Stock Option Plan (incorporated by reference to the Form S-8 filed December 20, 2010)
10.12
Form of Stock Option Agreement (incorporated by reference to the Form S-8 filed December 20, 2010)
10.13*
Amendment to Amendment to Lease dated March 24, 2011
11**
Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends
Code of Business Conduct and Ethics (incorporated by reference to the Annual Report on Form 10-K filed July 17, 2009)
21*
Subsidiaries of Registrant
23*
Consent of W.T. Uniack & Co. CPA's P.C.
31.1*
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
31.2*
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934
32.1*
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*
Filed herewith.
**
Included within financial statements.
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, hereunto duly authorized.
GOLDLAND HOLDINGS CO.
Dated: March 31, 2011
/s/ Pierre Quilliam
Pierre Quilliam, Chief Executive Officer
Date: March 31, 2011
/s/ Thomas C. Ridenour
By: Thomas Ridenour, Chief Financial Officer
(principal financial and accounting officer)
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and on the dates indicated.
Dated: March 31, 2011
/s/ Pierre Quilliam
Pierre Quilliam, Chairman and Chief Executive Officer
Dated: March 31, 2010
/s/ Allan Breitkreuz
Allan Breitkreuz, Director and Vice President of Finance
Dated: March 31, 2011
/s/ Denise Quilliam
Denise Quilliam, Director and Secretary
Dated: March 31, 2011
/s/ Christian Quilliam
Christian Quilliam, Chief Operating Officer and Director
Dated: March 31, 2011
/s/ D. Roger Scammell
D. Roger Scammell, President and Director
EXHIBIT A
GOLDLAND HOLDINGS CO.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009
WITH AUDIT REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
PAGE
Audit Report of Independent Certified Public Accountants
Balance Sheets as of December 31, 2010 and 2009
Statements of Operations for the years ended December 31, 2010 and 2009
Statements of Stockholders' Equity for the years ended December 31, 2010 and 2009
Statements of Cash Flows for the years ended December 31, 2010 and 2009
Notes to Financial Statements for the years ended December 31, 2010 and 2009
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
GoldLand Holdings Co.
We have audited the accompanying balance sheet of GoldLand Holdings Co. (the “Company”) as of December 31, 2010 and 2009 and the related statements of operations, stockholders’ deficit, and cash flows for the years ended December 31, 2010 and 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009, and the results of its operations and changes in stockholders’ deficit and its cash flows for the years ended December 31, 2010 and 2009, in conformity with accounting principles generally accepted in the United States of America.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
As discussed in Note 9 of the notes to the accompanying financial statements, the financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the footnotes, the Company does not currently have any revenue is dependent on the deferral of salaries and loans from management and a shareholder to pay operating expenses. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ W.T. Uniack & Co. CPA's P.C.
W.T. Uniack & Co. CPA's P.C.
Woodstock, Georgia
March 28, 2011
GOLDLAND HOLDINGS CO.
BALANCE SHEET
DECEMBER 31, 2010 and 2009
ASSETS
Cash and cash equivalents
$ 82,483
$ -
Due to related parties
6,000
-
Other assets
3,000
3,000
Total current assets
91,483
3,419
Mining Properties (see Note 3)
360,000
360,000
Total Assets
$ 451,483
$ 363,000
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities:
Accounts payable
$ 50,820
$ 74,715
Accrued compensation
1,470,209
1,191,667
Due to related party
-
75,329
Accrued interest
-
29,770
Notes payable
-
29,532
Total current liabilities
1,521,028
1,746,176
Due to related party
-
66,222
Notes payable
-
5,959
Total liabilities
1,521,028
1,818,357
Stockholders' equity:
Preferred stock, 5,000,000 shares authorized
-
-
Common stock, par value $0.0001, 400,000,000 shares authorized, 218,592,756 and 182,851,595 shares issued and outstanding at December 31, 2010 and 2009, respectively
21,859
18,285
Additional paid in capital
6,037,394
4,291,111
Accumulated deficit
(7,128,799)
(5,764,753)
Total stockholders' deficit
(1,069,546)
(1,455,357)
Total Liabilities and Stockholders' Deficit
$ 451,483
$ 363,000
See accompanying notes to financial statements
GOLDLAND HOLDINGS CO.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009
Revenues:
$ 250,802
$ -
Expenses:
Consulting fees
637,334
90,397
Compensation expense
889,416
175,000
General and administrative
60,477
14,385
Total expenses
1,587,227
279,782
Loss from operations
$ (1,336,425)
$ (279,782)
Interest expense
(27,621)
(30,868)
Net Loss
$ (1,364,046)
$ (310,650)
Net loss per common share - basic
$ ( 0.01)
$ -
Weighted average number of common shares outstanding - basic
196,649,027
181,545,370
See accompanying notes to financial statements.
GOLDLAND HOLDINGS CO.
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009
Common
Shares
Preferred Shares
Common Stock, At Par
Preferred Stock
Additional Paid in Capital
Accumulated Deficit/Other
Total Shareholder's Deficit
Balance at 12/31/08
180,093,265
-
$ 18,009
$ -
$ 4,208,637
$ (5,454,103)
$ (1,227,457)
Issuance of common stock for services
2,758,330
-
82,474
82,750
Net loss
(310,650)
(310,650)
Balance at 12/31/09
182,851,595
-
$ 18,285
$ -
$ 4,291,111
(5,764,753)
$ (1,455,357)
Issuance of common stock for services
18,697,889
-
1,870
625,808
627,678
Issuance of common stock for rent
40,000
1,204
1,208
Issuance of common stock in repayment of notes payable
17,003,272
1,700
508,397
510,097
Options granted
610,874
610,874
Net loss
(1,364,046)
(1,364,046)
Balance at 12/31/09
218,592,756
-
$ 21,859
$ -
$ 6,181,744
(7,273,149)
$ (1,069,546)
See accompanying notes to financial statements.
GOLDLAND HOLDINGS CO.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009
Cash flows from operating activities:
Net income (loss)
$ (1,364,046)
$ (310,650)
Adjustments to reconcile net earnings (loss) to net cash (used in) operating activities:
Issuance of common stock for services
627,678
82,750
Issuance of common stock for rent
1,208
-
Options granted
610,874
-
Increase (decrease) in operating assets and liabilities:
Accounts payable and accrued expenses
(23,895)
(29,747)
Accrued interest
27,621
21,304
Accrued payroll and payroll liabilities
278,542
175,000
Net cash (used in) operating activities
157,982
(61,343)
Cash flows from financing activities:
Proceeds from note payable
-
-
Repayments to related party
(75,499)
-
Proceeds from related party
-
60,924
Net cash provided by financing activities
(75,499)
60,924
Net increase (decrease) in cash and cash equivalents
82,483
(419)
Cash and equivalents at beginning of period
-
Cash and equivalents at end of period
$ 82,483
$ -
See accompanying notes to financial statements
GOLDLAND HOLDINGS CO.
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2010 and 2009
(continued)
SUPPLEMENTARY DISCLOSURE OF NONCASH TRANSACTIONS
Shares issued to repay note payable
$ 510,098
$ -
Shares issued for rent
$ 1,208
$ -
Shares issued for services
$ 627,678
$ 82,750
See accompanying notes to financial statements
GOLDLAND HOLDINGS CO.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010 and 2009
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
GoldLand Holdings, CO, (the “Company,” “we” or “us”) was originally formed as Montrose Ventures, Inc. in the State of Delaware on May 25, 1989. On April 23, 1996, the Company’s name was changed to Java Group, Inc., and on September 1, 2004 the name was changed to Consolidated General Corp. On August 7, 2007, the company’s name was changed to GoldCorp Holdings Co. On October 15, 2010, our name was changed to GoldLand Holdings Co.
The Company) owns land and lease claims on War Eagle Mountain in the state of Idaho. The Company has entered into a lease agreement with Silver Falcon Mining, Inc. (“Silver Falcon”) under which Silver Falcon is entitled to mine the land and the Company is entitled to a 15% royalty on all minerals extracted by Silver Falcon.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
Revenue is recognized when earned according to lease and royalty agreements. Lease income is recognized as earned on a monthly basis according to the terms of the lease. Royalty income is recognized as ore is extracted and refined.
Cash and Cash Equivalents
Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Because of the short maturity of these investments, the carrying amounts approximate their fair value.
Investments
Management determines the appropriate classification of its investments in equity securities at the time of purchase and reevaluates such determinations at each reporting date. Investments in incorporated entities in which the Company’s ownership is greater than 20% and less than 50%, or which the Company does not control through majority ownership or means other than voting rights, are accounted for by the equity method and are included in long-term assets. The Company accounts for its equity security investments as available for sale securities in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“FAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” The Company periodically evaluates whether declines in fair values of its investments below the Company’s carrying value are other-than-temporary in accordance with FSP FAS 115 No. 115-1 and FAS 124-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments.” The Company’s policy is to generally treat a decline in the investment’s quoted market value that has
lasted continuously for more than six months as an other-than-temporary decline in value. The Company also monitors its investments for events or changes in circumstances that have occurred that may have a significant adverse effect on the fair value of the investment and evaluates qualitative and quantitative factors regarding the severity and duration of the unrealized loss and the Company’s ability to hold the investment until a forecasted recovery occurs to determine if the decline in value of an investment is other-than-temporary. Declines in fair value below the Company’s carrying value deemed to be other-than-temporary are charged to earnings. Additional information concerning the Company’s equity method and security investments is included in Note 15.
The Company accounts for its investments in auction rate securities in accordance with FAS No. 115. Specifically, when the underlying security of an auction rate security has a stated or contractual maturity date in excess of 90 days, regardless of the frequency of the interest rate reset date, the security is classified as an available-for-sale marketable debt security.
Facilities and equipment
Expenditures for new facilities or equipment and expenditures that extend the useful lives of existing facilities or equipment are capitalized and recorded at cost. The facilities and equipment are depreciated using the straight-line method at rates sufficient to depreciate such costs over the estimated productive lives, which do not exceed the related estimated mine lives, of such facilities based on proven and probable reserves.
Impairment of Long-Lived Assets
The Company reviews and evaluates its long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment is considered to exist if the total estimated future cash flows on an undiscounted basis are less than the carrying amount of the assets, including goodwill, if any. An impairment loss is measured and recorded based on discounted estimated future cash flows. Future cash flows are estimated based on quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and operating costs of production and capital, all based on life-of-mine plans. Existing proven and probable reserves and value beyond proven and probable reserves, including mineralization other than proven and probable reserves and other material that is not part of the measured, indicated or inferred resource base, are included when determining the fair value of mine site reporting units at acquisition and, subsequently, in determining whether the assets are impaired. The term “recoverable minerals” refers to the estimated amount of gold or other commodities that will be obtained after taking into account losses during ore processing and treatment. Estimates of recoverable minerals from such exploration stage mineral interests are risk adjusted based on management’s relative confidence in such materials. In estimating future cash flows, assets are grouped at the lowest level for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. The Company’s estimates of future cash flows are based on numerous assumptions and it is possible that actual future cash flows will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties.
Goodwill
The Company evaluates, on at least an annual basis during the fourth quarter, the carrying amount of goodwill to determine whether current events and circumstances indicate that such carrying amount may no longer be recoverable. To accomplish this, the Company compares the estimated fair value of its reporting units to their carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, the Company compares the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying value over the fair value is charged to earnings. The Company’s fair value estimates are based on numerous assumptions and it is possible that actual fair value will be significantly different than the estimates, as actual future quantities of recoverable minerals, gold and other commodity prices, production levels and operating costs of production and capital are each subject to significant risks and uncertainties.
Stock Based Compensation
The Company has issued and may issue stock in lieu of cash for certain transactions. The fair value of the stock, which is based on comparable cash purchases, third party quotations, or the value of services, whichever is more readily determinable, is used to value the transaction
Use of Estimates
The Company’s Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the Company’s Financial Statements requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.
Basic and Diluted Per Common Share
Under Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings Per Share,” basic earnings per common share is computed by dividing income available to common stockholders by the weighted average number of common shares assumed to be outstanding during the period of computation. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Because the Company has incurred net losses, basic and diluted loss per share are the same since additional potential common shares would be anti-dilutive.
Research and Development
The Company expenses research and development costs as incurred.
Significant Recent Accounting Pronouncements
In June 2009 the FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal
securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
Accounting Standards Update (“ASU”) ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No. 2010-18 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
In February 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-09, which, among other things, amends Subtopic 855-10 with respect to the date through which evaluation of subsequent events must occur and under which circumstances such date must be disclosed. The update amends subtopic 855-10 so that an SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC’s requirements. All of the amendments in this update are effective upon issuance, with limited exceptions. Adoption of this guidance did not have a material impact on our financial statements.
During February 2010, the FASB also issued ASU 2010-08, which corrects existing guidance for various topics. The update is generally effective for the first reporting period (including interim periods) beginning after issuance. We believe these corrections will have minimal, if any, impact on our financial statements.
In January 2010, the FASB issued ASU 2010-06, which amends Subtopic 820-10 to require new disclosures regarding the amounts of and reasons for significant transfers in and out of Levels 1 and 2 fair value measurement categories, and separate information about purchases, sales, issuances, and settlements in Level 3 fair value measurements. ASU 2010-06 also clarifies existing fair value measurement disclosures to provide for fair value measurement disclosures for each class of assets and liabilities, even within a line item in the statement of financial position, and to provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either the Level 2 or Level 3 categories.
ASU 2010-06 also includes conforming amendments to the guidance on employers’ disclosures about post-retirement benefit plan assets (Subtopic 715-20), changes the terminology in Subtopic 715-20 from major categories of assets to classes of assets, and provides a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures.
The new disclosures and clarifications of existing disclosures in ASU 2010-06 are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Adoption of this guidance has not had a material impact on our financial statements and is not expected to have a material impact on our financial statements in the future.
NOTE 3 - NOTES PAYABLE
Loan Transactions with New Vision Financial, Ltd.
From time to time we have borrowed funds from New Vision Financial, Ltd. (“New Vision”). The loans have been made pursuant to promissory notes that bear interest at 7% per annum, and are convertible into common stock at $0.03 per share. The following is a summary of our loan transactions with New Vision:
·
We borrowed $2,250 from New Vision pursuant to a promissory note dated December 31, 2007, which was due on December 31, 2009. At maturity, the balance due with interest was $2,565, which was converted into a new promissory note which had a maturity date of December 31, 2011.
·
We borrowed $7,500 from New Vision pursuant to a promissory note dated December 31, 2007, which was due on December 31, 2009. On January 10, 2008, we issued New Vision 158,333 shares of common stock valued at $0.03 per share, or $4,750, and were applied to reduce the principal balance of the note. At maturity, the balance due with interest was $3,395, which was converted into a new promissory note which had a maturity date of December 31, 2011.
·
We borrowed $29,532 from New Vision pursuant to a promissory note dated June 30, 2008, which was due on June 30, 2010. At maturity, the balance due with interest was $33,638, which was converted into a new promissory note which had a maturity date of June 30, 2012.
·
On November 12, 2010, New Vision converted all of the principal and accrued interest due under the above-described notes into 1,360,800 shares of our common stock, and there were no notes outstanding to New Vision at December 31, 2010.
Loan Transactions with New Vision Financial, Ltd.
From time to time we have borrowed funds from Pierre Quilliam, or chairman and chief executive officer. The loans have been made pursuant to promissory notes that bear interest at 7% per annum, and are convertible into common stock at $0.03 per share. The following is a summary of our loan transactions with Mr. Quilliam:
·
We borrowed $81,408 from Mr. Quilliam pursuant to a promissory note dated December 31, 2007, which was due on December 31, 2009. On December 12, 2008, we issued Mr. Quilliam 825,000 shares of common stock valued at $0.03 per share, or $24,750, and were applied to reduce the principal balance of the note. At maturity, the balance due with interest was $66,222, which was converted into a new promissory note which had a maturity date of December 31, 2011.
·
We borrowed $5,830 from Mr. Quilliam pursuant to a promissory note dated June 30, 2008, which was due on June 30, 2010. At maturity, the balance due with interest was $6,641, which was converted into a new promissory note which had a maturity date of June 30, 2012.
·
On December 1, 2008, we issued Mr. Quilliam a promissory note in the amount of $345,163 in payment of an account payable to Mr. Quilliam for expenses that he paid on behalf of us. The note was due on December 1, 2010.
·
On November 12, 2010, Mr. Quilliam converted all of the principal and accrued interest due under the above-described notes into 15,642,472 shares of our common stock, and there were no notes outstanding to Mr. Quilliam at December 31, 2010.
NOTE 4 - INCOME TAXES
The effective tax rate varies from the maximum federal statutory rate as a result of the following items for the twelve months ended December 31, 2010 and 2009:
Deferred income tax assets and the related valuation allowances result principally from the potential tax benefits of net operating loss carryforwards.
The Company has recorded a valuation allowance to reflect the uncertainty of the ultimate utilization of the deferred tax assets as follows:
For financial statement purposes, no tax benefit has been reported as the Company has had significant losses in recent years and realization of the tax benefits is uncertain. Accordingly, a valuation allowance has been established in the full amount of the deferred tax asset.
At December 31, 2010, the Company had net operating loss carryforwards of approximately $7,273,149 which will be available to offset future taxable income. These net operating loss carryforwards expire at various times through 2030. The utilization of the net operating loss carryforwards is dependent upon the Company’s ability to generate sufficient taxable income during the carryforward period.
NOTE 5 - RELATED PARTY TRANSACTIONS
Lease Transactions with Silver Falcon
On October 11, 2007, we entered into a lease agreement with Silver Falcon, under which we leased our owned and leased acreage on War Eagle Mountain, Idaho to Silver Falcon. Silver Falcon is responsible for all mining activities on our land, and we are entitled to annual lease payments of $1,000,000 per year payable monthly, a nonaccountable expense allowance of $10,000 per month for any month in which ore is mined from our property, and a royalty of 15% from any proceeds payable to Silver Falcon by the smelter of ore produced from land. The lease initially provided that lease payments must commence April 1, 2008. Because Silver Falcon has been unable to commence operations according to its original schedule, we have agreed to extend the commencement date several times, to July 1, 2010.
On the first quarter of 2011, we amended the above-described lease with Silver Falcon. The amendment provided that the annual lease payments would be deferred for a fifteen month period from October 2010 to December 2011, and the term of the Lease would be extended for an equal amount of time. Silver Falcon remains remain obligated to pay any royalties or the nonaccountable fee that accrues during the deferral period. All of our officers and directors are also officers and directors of Silver Falcon.
Loan Transactions with New Vision Financial, Ltd.
From time to time we have borrowed funds from New Vision. See Note 3.
Loan Transactions with New Vision Financial, Ltd.
From time to time we have borrowed funds from Pierre Quilliam, or chairman and chief executive officer. See Note 3.
Loan Transactions with Silver Falcon
From time to time, we have borrowed money from Silver Falcon, and Silver Falcon has borrowed money from us. The amounts are non-interest bearing, unsecured demand loans. As of December 31, 2009, we were indebted to Silver Falcon in the amount of $69,499. As of December 31, 2010, Silver Falcon was indebted to us in the amount of $2,000. In addition, Diamond Creek Mill, Inc., a wholly-owned subsidiary of Silver Falcon, was indebted to us in the amount of $4,000.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
On January 1, 2011, we entered into an employment agreement with Pierre Quilliam under which we agreed to pay Mr. Quilliam $125,000 per year.
On January 1, 2011, we entered into an employment agreement with D. Roger Scammell under which we agreed to pay Mr. Scammell $100 per year plus a signing bonus of 2,000,000 shares of common stock.
On January 1, 2011, we entered into an employment agreement with Denise Quilliam under which we agreed to pay Ms. Quilliam $42,500 per year.
On January 1, 2011, we entered into an employment agreement with Christian Quilliam under which we agreed to pay Mr. Quilliam $97,500 per year.
On January 1, 2011, we entered into an employment agreement with Thomas C. Ridenour under which we agreed to pay Mr. Ridenour $97,500 per year.
On January 1, 2011, we entered into an employment agreement with Allen Breitkreuz under which we agreed to pay Mr. Breitkreuz $97,500 per year.
NOTE 7 - CAPITAL STOCK
At December 31, 2010, the Company's authorized capital stock was 400,000,000 shares of Common Stock, par value $0.0001 per share, and 5,000,000 shares of Preferred Stock, par value $0.0001 per share. On that date, the Company had outstanding 218,592,756 shares of Common Stock, and no shares of Preferred Stock.
2010 Transactions: During the year ended December 31, 2010, the Company issued shares of Common Stock in the following transactions:
·
18,697,889 shares of Common Stock for consulting services valued at $627,678.
·
40,000 shares of Common Stock for rent valued at $1,208.
·
17,003,272 shares of Common Stock in conversion of notes payable valued at $510,098
2009 Transactions: During the year ended December 31, 2009, the Company issued shares of Common Stock in the following transactions:
·
On January 27, 2009, the Company issued 533,333 shares of Common Stock for consulting services valued at $16,000.
·
On April 20, 2009, the Company issued 399,999 shares of Common Stock for consulting services valued at $12,000.
·
On May 14, 2009, the Company cancelled 200,000 shares of Common Stock for consulting services not performed in the amount of $6,000
·
On June 16, 2009, the Company issued 875,000 shares of Common Stock for consulting services valued at $26,250.
·
On July 7, 2009, the Company issued 133,333 shares of Common Stock for consulting services valued at $4,000.
·
On July 13, 2009, the Company issued 133,333 shares of Common Stock for consulting services valued at $4,000.
·
On August 11, 2009, the Company issued 133,333 shares of Common Stock for consulting services valued at $4,000.
·
On September 1, 2009, the Company issued 250,000 shares of Common Stock for consulting services valued at $7,500.
·
On October 30, 2009, the Company issued 266,666 shares of Common Stock for consulting services valued at $8,000.
·
On November 30, 2009, the Company issued 133,333 shares of Common Stock for consulting services valued at $4,000.
·
On December 1, 2009, the Company issued 100,000 shares of Common Stock for consulting services valued at $3,000.
As of December 31, 2009, the Company had outstanding three notes payable to Pierre Quilliam in the with an aggregate principal balance of $417,215, and three notes payable to New Vision Financial, Ltd. with an aggregate principal balance of $35,491. All of the notes are convertible into shares of Common Stock at election of the holder at a conversion price of $0.03 per share. At December 31, 2009, an aggregate of 16,082,543 shares of Common Stock were issuable upon conversion of the notes. During the year ended December 31, 2010, all of the notes were converted into common stock.
As of December 31, 2010, the Company did not have outstanding any options, warrants or securities convertible or exchangeable into common stock, other than as discussed in Note 8.
NOTE 8 - STOCK OPTIONS AND WARRANTS
Transactions involving stock options or warrants issued to employees, consultants, officers and directors of the Company in 2010 are summarized as follows:
Number of Shares
Weighted Average Price Per Share
Outstanding at December 31, 2009
-
-
Granted
13,000,000
$0.114
Exercised
-
-
Cancelled or expired
-
-
Outstanding as of December 31, 2010
13,000,000
$0.114
All warrants were issued on December 21, 2010, expire on December 20, 2020, have an exercise price of $0.11 or $0.121, and vest one year after the date of issuance. The weighted-average fair value of stock options or warrants granted to employees and consultants during the year ended December 31, 2010, and the weighted-average significant assumptions used to determine those fair values, using a Black-Scholes option pricing model are as follows:
Significant assumptions (weighted-average):
$0.114
Risk-free interest rate at grant date
1.25%
Expected stock price volatility
86%
Expected dividend payout
0%
Expected option life (in years)
4 years
Total stock-based compensation expense recognized by us for the year ended December 31, 2010 was $610,874.
NOTE 9 - GOING CONCERN
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. However, the Company has incurred net losses of ($1,364,046) and ($310,650) for the twelve months ended December 31, 2010 and 2009, respectively. The Company has remained in business primarily through the deferral of salaries by management, loans from the Company’s chief executive officer, and loans from a significant shareholder. The Company intends on financing its future development activities from the same sources, until such time that funds provided by operations are sufficient to fund working capital requirements.
These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
NOTE 10 - SUBSEQUENT EVENTS
Since January 1, 2011, we have issued 20,231,161 shares of common stock valued at $1,419,167. 16,666,671 and 1,428,571 of the shares were issued to Pierre Quilliam and Allan Breitkreuz, for accrued compensation.
Effective January 1, 2011, we entered into the following employment agreements with our officers:
Officer
Title
Annual Base Salary
Pierre Quilliam
CEO
$125,000
Denise Quilliam
Secretary
$42,500
Christian Quilliam
Chief Operating Officer
$97,500
Thomas C. Ridenour
Chief Financial Officer
$97,500
Allan Breitkreuz
Vice President
$97,500
D. Roger Scammell
President
$100, plus 2,000,000 shares of common stock
Each employment agreement is for an initial term of one year, and will renew for successive one year terms unless the agreement is terminated by either party within 30 days of the end of a term. Each employment agreement (other than Mr. Scammell’s) provides for severance of 75% of the officer’s base salary in the event the officer is terminated without cause after the initial term, and an incentive bonus of 10% of adjusted net profits, as defined in the employment agreement. The employment agreements replace and supersede any prior agreements that we had with the officers.
On January 21, 2011, as amended on March 24, 2011, we entered into an agreement with Silver Falcon to amend our lease with Silver Falcon to defer base rental payments due for fifteen months, from October 2010 to December 2011. The amendment also extended the term of the lease for an equal amount of time. The deferral only applies the monthly payments of $83,333 that are due under the lease. Silver Falcon remains obligated to pay any royalties or the nonaccountable fee that accrue during the deferral period.