UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10
GENERAL
FORM FOR REGISTRATION OF SECURITIES
Pursuant
to Section 12(b) or (g) of The Securities Exchange Act of 1934
Rockford Minerals
Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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26-1434750
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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369
Shuter Street, Toronto, Ontario, Canada
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MSA
1X2
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code 1-416-937-3266
Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
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Name
of each exchange on which
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to
be so registered
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each
class is to be registered
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Common
Stock, $.001
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Over-the-Counter
Bulletin Board
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Securities
to be registered pursuant to Section 12(g) of the Act:
____________________________________________________________
(Title of
class)
____________________________________________________________
(Title of
class)
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
¨
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Accelerated
filer
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Non-accelerated
filer
¨
(Do
not check if a smaller reporting company)
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Smaller
reporting company
x
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INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
1. Business
.
Rockford
Minerals Inc. (the “Company”) is seeking to be a producer of gold and silver
ore, and of other precious metals.
Our
principal objective is to enhance the value of the Company by evaluating the
mining property that the Company presently owns in Nevada and to acquire
additional undeveloped mining properties.
We intend
to pursue growth opportunities through organic growth, as well as through an
opportunistic acquisition strategy.
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Organic growth.
We will
evaluate opportunities to exploit previously untapped
reserves.
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Acquisitions, reserve
transactions and joint ventures.
We intend to pursue
value-enhancing acquisition, reserve transaction and joint venture
opportunities.
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For
information regarding our mining property in Nevada, see “Item 3 -
Properties.”
Market Outlook
Market
indicators have shown increased strength for gold, silver and certain other
metals. Gold and silver markets are becoming more robust as 2010
progresses.
One
potential cause of constrained supply may be the difficulty in obtaining capital
funding and obtaining mining permits.
Recent
developments related to underground mining are expected to result in greater
regulatory oversight, and may result in more stringent regulations and perhaps
additional legislation. These developments add further uncertainty and may cause
additional constraints. As the economy continues to recover, demand for gold,
silver and certain other metals should rise. Increased demand, coupled with
supply constraints, could result in increased demand.
Potential
legislation, regulation, treaties and accords at the local, state, federal and
international level, and changes in the interpretation or enforcement of
existing laws and regulations, have created uncertainty and could have a
significant impact on demand and our future operational and financial results.
For example, the increased scrutiny of surface mining could make it difficult to
receive permits or could otherwise cause production delays in the
future.
Sales and
Marketing
We intend
to sell any gold, silver and other metals produced by our operations and
third-party producers. Although the Company does not presently have any
marketing staff, we may contract with third-party producers to mine our owned or
leased properties on a rate per ounce or cost plus basis. We do not presently
have any sales or marketing staff. Our future sales and marketing group
may include personnel dedicated to performing sales functions,
transportation, distribution, market research, contract administration, and
credit/risk management activities.
Suppliers
The main
types of goods we expect to purchase are mining equipment and replacement parts,
steel-related (including roof control) products, belting products, lubricants,
fuel and tires. We do not believe that we will become dependent on any
individual supplier other than for purchases of certain underground mining
equipment. The supplier base providing mining materials has been relatively
consistent in recent years. Purchases of certain underground mining equipment
are concentrated with one principal supplier; however, supplier competition
continues to develop.
Competition
The U.S.
gold and silver mining industry is highly competitive.
A number
of factors beyond our control affect the markets for gold, silver and other
metals. Continued demand for our production and the prices obtained by us depend
primarily on the consumption patterns of such industries in the U.S. and
elsewhere around the world; the availability, location, cost of and price of
competing sources. The most important factors on which we compete are delivered
price (i.e., including transportation costs, which may be paid by our
customers), gold and silver quality characteristics and reliability of
supply.
Asset Retirement
Obligations
Asset
retirement obligations will primarily represent the present value of future
anticipated costs to restore surface land to levels equal to or greater than
pre-mining conditions, as required by the Surface Mining Control and Reclamation
Act (SMCRA).
Remediation
Obligations
Remediation
obligations primarily represent the present value of future anticipated costs
for water treatment of selenium and other similar discharges in excess of
allowable limits, as required by mining permits.
Regulatory
Matters
Federal
and state authorities regulate the mining industry with respect to matters such
as employee health and safety, permitting and licensing requirements, the
protection of the environment, plants and wildlife, the reclamation and
restoration of mining properties after mining has been completed, surface
subsidence from underground mining and the effects of mining on groundwater
quality and availability. We may in the future be required to incur significant
costs to comply with these laws and regulations.
Future
legislation and regulations are expected to become increasingly restrictive, and
there may be more rigorous enforcement of existing and future laws and
regulations. Depending on the development of future laws and regulations, we may
experience substantial increases in equipment and operating costs and may
experience delays, interruptions or termination of operations. Failure to comply
with these laws and regulations may result in the assessment of administrative,
civil and criminal fines or penalties, the acceleration of cleanup and site
restoration costs, the issuance of injunctions to limit or cease operations and
the suspension or revocation of permits and other enforcement measures that
could have the effect of limiting production from our operations.
Mine Safety and
Health
Our goal
is to achieve excellent mine safety and health performance. We will measure our
progress in this area primarily through the use of accident frequency rates. We
believe that it will be our responsibility to our employees to provide a good
safety and healthy environment. We seek to implement this goal by: training
employees in safe work practices; openly communicating with employees;
establishing, following and improving safety standards; involving employees in
the establishment of safety standards; and recording, reporting and
investigating all accidents, incidents and losses to avoid reoccurrence. We
intend to utilize best practices in emergency preparedness, which includes
maintaining a mine rescue team.
Nevada
and other states in which we will operate have programs for mine safety and
health regulation and enforcement. As a result of industry-wide fatal accidents
in recent years, primarily at underground mines, several states have adopted new
safety and training regulations. In addition, MSHA has issued numerous new
policies and regulations addressing, but not limited to, the following:
emergency notification and response plans, increased fines for violations and
additional training and mine rescue coverage requirements. Collectively, federal
and state safety and health regulation in the mining industry is
perhaps the most comprehensive and pervasive system for protection of employee
health and safety affecting any segment of U.S. industry. While these changes
may have a significant effect on our operating costs, our U.S. competitors with
underground mines are subject to the same degree of regulation.
Mining Control
and Reclamation Regulations
The SMCRA
is administered by the Office of Surface Mining Reclamation and Enforcement
(OSM) and establishes mining, environmental protection and reclamation standards
for all aspects of U.S. surface mining as well as many aspects of underground
mining. Mine operators must obtain SMCRA permits and permit renewals for mining
operations from the OSM. Where state regulatory agencies have adopted federal
mining programs under SMCRA, the state becomes the regulatory authority. States
in which we expect to have active mining operations have achieved primary
control of enforcement through federal authorization.
SMCRA
permit provisions include requirements for prospecting; mine plan development;
topsoil removal, storage and replacement; selective handling of overburden
materials; mine pit backfilling and grading; protection of the hydrologic
balance; subsidence control for underground mines; surface drainage control;
mine drainage and mine discharge control and treatment; and
revegetation.
The U.S.
mining permit application process is initiated by collecting baseline data to
adequately characterize the pre-mining environmental condition of the permit
area. We will develop mine and reclamation plans by utilizing this geologic data
and incorporating elements of the environmental data. Our mine and reclamation
plans incorporate the provisions of SMCRA, the state programs and the
complementary environmental programs that impact mining. Also included in the
permit application are documents defining ownership and agreements pertaining to
minerals, oil and gas, water rights, rights of way and surface land, and
documents required of the OSM’s Applicant Violator System, including the mining
and compliance history of officers, directors and principal stockholders of the
applicant.
Once a
permit application is prepared and submitted to the regulatory agency, it goes
through a completeness and technical review. Public notice of the proposed
permit is given for a comment period before a permit can be issued. Some SMCRA
mine permit applications take over a year to prepare, depending on the size and
complexity of the mine, and often take six months to two years to be issued.
Regulatory authorities have considerable discretion in the timing of the permit
issuance and the public has the right to comment on and otherwise engage in the
permitting process, including public hearings and through intervention in the
courts.
SMCRA
requires compliance with many other major environmental programs. These programs
include the Clean Air Act, the Clean Water Act, the Resource Conservation and
Recovery Act (RCRA), the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA) and employee right-to-know provisions. Besides OSM, other
federal regulatory agencies are involved in monitoring or permitting specific
aspects of mining operations. The Environmental Protection Agency (EPA) is the
lead agency for states with no authorized programs under the Clean Water Act,
RCRA and CERCLA. The U.S. Army Corps of Engineers (ACOE) regulates activities
affecting navigable waters and the U.S. Bureau of Alcohol, Tobacco and Firearms
regulates the use of explosive blasting.
Mine Closure
Costs
Various
federal and state laws and regulations, including SMCRA, will require us to
obtain surety bonds or other forms of financial security to secure payment of
certain long-term obligations, including mine closure or reclamation costs,
federal and state workers’ compensation costs and other miscellaneous
obligations. Many of these bonds are renewable on a yearly basis. Surety bond
costs have increased in recent years.
Environmental
Laws
We are
subject to various federal and state environmental laws and regulations that
will impose significant requirements on our operations. The cost of complying
with current and future environmental laws and regulations and our liabilities
arising from past or future releases of, or exposure to, hazardous substances,
may adversely affect our business, results of operations or financial condition.
In addition, environmental laws and regulations, particularly relating to air
emissions, can reduce our profitability.
Numerous
federal and state governmental permits and approvals are required for mining
operations. When we apply for these permits or approvals, we may be required to
prepare and present to federal or state authorities data pertaining to the
effect or impact that a proposed exploration for, or production or processing
of, may have on the environment. Compliance with these requirements can be
costly and time-consuming and can delay exploration or production operations. A
failure to obtain or comply with permits could result in significant fines and
penalties and could adversely affect the issuance of other permits for which we
may apply.
Clean Water
Act
The U.S.
Clean Water Act and corresponding state and local laws and regulations affect
mining operations by restricting the discharge of pollutants, including dredged
or fill materials, into waters of the United States. The Clean Water Act
provisions and associated state and federal regulations are complex and subject
to amendments, legal challenges and changes in implementation. As a result of
recent court decisions and regulatory actions, permitting requirements have
increased and could continue to increase the cost and time we expend on
compliance with water pollution regulations.
These and
other regulatory requirements, which have the potential to change due to legal
challenges, Congressional actions and other developments, increase the cost of,
or could even prohibit, certain current or future mining operations. Our
operations may not always be able to remain in full compliance with all Clean
Water Act obligations and permit requirements, and as a result we may be subject
to compliance orders and private party litigation seeking fines or penalties or
changes to our operations.
Clean
Water Act requirements that may affect our operations include the
following:
Section 404
Section
404 of the Clean Water Act requires mining companies to obtain ACOE permits to
place material in streams for the purpose of creating slurry ponds, water
impoundments, refuse areas, valley fills or other mining activities. Our
construction and mining activities, including our surface mining operations,
will frequently require Section 404 permits. ACOE issues two types of permits
pursuant to Section 404 of the Clean Water Act: nationwide (or “general”) and
“individual” permits. Nationwide permits are issued to streamline the permitting
process for dredging and filling activities that have minimal adverse
environmental impacts. An individual permit typically requires a more
comprehensive application process, including public notice and comment, but an
individual permit can be issued for ten years (and may be extended thereafter
upon application).
The
issuance of permits to construct valley fills and refuse impoundments under
Section 404 of the Clean Water Act, whether general permits commonly described
as the Nationwide Permit 21 (NWP 21), or individual permits, has been the
subject of many recent court cases and increased regulatory oversight, the
results of which may materially increase our permitting and operating costs,
result in permitting delays, suspend any then current operations or prevent the
opening of new mines.
Item
1A. Risk Factors
Our
auditors have expressed substantial doubt about our ability to continue as a
going concern and have issued a going concern opinion expressing substantial
doubt that we can continue as a going concern.
The
probability of our mining claims having reserves is remote, and any funds spent
on exploration will probably be lost. The probability of an
individual prospect ever having commercial reserves is remote. In all
probability, our claims do not contain any commercial reserves, or may contain
reserves which are not economically feasible to recover. As such, any
funds spent on exploration will, in all probability, be lost.
Our
management has no technical training or experience in exploring for gold and
silver resources or starting and operating a mining exploration
program. Further, our management has no training or experience in
these areas, and as a result, may not be fully aware of many of the specific
requirements related to working the claims within such industry. Our
management's decisions and choices may not take into account the
standard engineering or managerial approaches that mineral exploration companies
commonly use. Consequently our activities, earnings, and ultimate financial
success could suffer irreparable harm due to our management's lack of experience
in this industry. As a result, we may have to suspend or cease
activities.
We will
need additional funding to complete the exploration process recommended by
engineers. Even if we raise all of the funds which we intend to raise
in any future offerings, we may not have enough capital to complete the
exploration phases recommended in the geological evaluation report of our
contracted mining engineer with regard to our claims. To complete the
recommended exploration phases, we may be required to raise additional capital
through securities offerings, debt or loans, or from our officers or
directors. We cannot guarantee that we will be able to raise the
capital necessary to complete the recommended phases of exploration of our
properties. If we are unable to raise additional capital, and cannot
complete the recommended exploration phases, we will not be able to successfully
begin operations and will not be able to realize any revenue. As a
result, we would be forced to cease all operations.
The
Company has not commenced any mining production, thus it has had no revenues and
faces a high degree of risk.
We do not own any
currently producing properties, nor own any property that has proven reserves of
commercially viable quantities of valuable metals. Accordingly, we
have no revenues and we have no way to evaluate the likelihood that our business
will be successful. We have been involved primarily in organizational
activities, due diligence on our claims, and engaging a professional engineer to
prepare an initial report and evaluation of our claims. We have not
generated any revenues since our inception.
You
should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications, and delays encountered in connection with the
exploration of the mineral properties. These potential problems include, but are
not limited to, unanticipated problems relating to exploration, and additional
costs and expenses that may exceed current estimates. Prior to completion of our
exploration stages, we anticipate that we will continue to incur increased
operating expenses without realizing any revenues. We therefore expect to incur
significant losses into the foreseeable future. We recognize that if we are
unable to generate significant revenues from the development of our mining
property and the production of minerals from our claims, we will not be able to
earn profits or continue operations. If we are unsuccessful in addressing these
risks, the business of the Company will most likely fail.
We lack
an operating history and have losses which we expect to continue into the
future.
We were
incorporated in October 2007, and we have not started our proposed business
activities or realized any revenues. We have no operating history upon which an
evaluation of our future success or failure can be made. Our ability
to achieve and maintain profitability and positive cash flow is dependent upon
our ability to explore our mining claims and our ability to generate revenues
from operations upon our claim. Based upon our current plans, we
expect to incur operating losses in the foreseeable future. This will
happen because there are expenses associated with the research and exploration
of our mineral properties, and we may not generate revenues in the
future. Failure to generate revenues may cause us to suspend or
cease activities.
Because
we are small and do not have much capital, we may have to limit our exploration
activity which may result in a loss. As such we may not be able to
complete an exploration program that is as thorough as we would like. In that
event, an existing reserve may go undiscovered. Without a reserve or commercial
mining operations, we cannot generate revenues unless we sell our mining claims
or other mining rights.
Because
we will have to spend additional funds to determine if we have commercial
reserves, we will have to raise additional money or risk having to cease our
operations. Even if we complete our current exploration program and
we are successful in identifying a mineral deposit, we will have to spend
substantial funds on further drilling, testing, exploration, and engineering
studies before we will know if we have a commercially viable gold and silver
deposit. Because our current capitalization is insufficient to
achieve such further drilling, testing, exploration, and engineering studies, it
will be necessary to raise additional funds. If we are unable to
raise such funds, we would be forced to suspend or cease our
activities.
Our
officers and directors have outside business activities and will only be
devoting a limited amount of their time to our operations, our operations may be
sporadic and occur at times which are convenient to our officers and directors.
As a result, exploration of our claims may be periodically interrupted or
suspended.
Risks in
the Mining Industry
Because
of the inherent dangers involved in mineral exploration, there is a risk that we
may incur liability or damages which could hurt our financial position and
possibly result in the failure of our business. Mineral exploration
and development involves numerous hazards. As a result, we may become
subject to liability for such hazards, including pollution, cave-ins, and other
hazards against which we cannot insure or against which we may elect not to
insure. The payment of such liabilities may have a material, adverse effect on
our financial position, or could cause us to cease operations.
If we
discover commercial reserves of precious metals on our mineral properties, we
can provide no assurance that we will be able to successfully advance the
mineral claims into commercial production. If our exploration program
is successful in establishing the existence of gold and silver of commercially
and economically viable tonnage and grade on any of our claims, we will require
additional funds in order to begin operations of commercial production.
Obtaining additional financing would be subject to a number of factors,
including the market price for the minerals, investor acceptance of our claims,
and general market conditions. These factors may make the timing, amount, terms
or conditions of additional financing unavailable to us. The most likely source
of future funds is through the sale of equity capital. Any sale of share capital
will result in dilution to existing shareholders. We may be unable to obtain any
such funds, or to obtain such funds on terms that we consider economically
feasible.
If access
to our mineral claims is restricted by inclement weather, we may be delayed in
our exploration and any future mining efforts. It is possible that
snow, rain, or other environmental factors could cause the mining roads
providing access to our claims to become impassable. If the roads are
impassable, we would be delayed in our exploration timetable and incur
unforeseen expenses.
If we
become subject to burdensome government regulation or other legal uncertainties,
our business will be negatively affected. There are federal and state
governmental regulations that oversee and materially restrict mineral property
exploration and development. Under United States and State of Nevada mining
laws, to engage in certain types of exploration will require work permits, the
posting of bonds, and the performance of remediation work for any physical
disturbance to the land. While such laws will not affect our current exploration
plans, if we begin drilling operations on our property, we will incur such
regulatory oversight and regulatory compliance costs.
In
addition, the legal and regulatory environment that pertains to the exploration
of gold and silver is subject to change. Change in existing regulations and new
regulations could increase our costs of doing business, and prevent us from
beginning or continuing operations.
Gold and
silver exploration and development is highly competitive. The Company
faces competition from multinational, national, and regional
companies. Many of the Company’s competitors are larger, longer
established, and have far greater financial resources and exploration and
operational experience than our Company. The Company may be unable to compete
effectively.
Because
of consumer demand, the demand for any gold and silver that we may recover from
our claims may be slowed, resulting in reduced revenues to the
Company. Our success will be dependent on the demand for gold and
silver. If consumer or industrial demand slows our revenues may be significantly
affected. This could limit our ability to generate revenues, and our financial
condition and operating results may be harmed, possibly resulting in loss of
investment.
The price
of gold and silver metal is volatile, and price changes are beyond our
control. The price of base metal fluctuates. The prices of
base metal have been and will continue to be affected by numerous factors beyond
our control. Factors that affect such metals include the demand from
consumers economic conditions, over supply from secondary sources, and costs of
production. Price volatility and downward price pressure, which can
lead to lower prices, could have a material adverse effect on the costs and the
viability of our operations.
The
volatility of gold and silver prices in general may adversely affect our
exploration efforts. If prices for these metals decline, it may not
be economically feasible for us to continue our exploration of our properties or
to interest a joint venture partner in funding exploration or developing
commercial production at our properties. We may make substantial
expenditures for exploration or development of the properties, which cannot be
recovered if production becomes uneconomical. Gold and silver prices
historically have fluctuated widely, based on numerous factors including, but
not limited to:
o industrial
and jewelry demand;
o market
supply from new production and release of existing bullion stocks;
o central
bank lending, sales and purchases of gold or silver;
o forward
sales of gold and silver by producers and speculators;
o production
and cost levels in major metal-producing regions;
o rapid
short-term changes in supply and demand because of speculative or hedging
activities; and
o macroeconomic
factors, including confidence in the global monetary system;
inflation expectations; interest
rates
and global or regional political or economic events.
Gold and
silver exploration and prospecting is highly competitive and speculative
business and we may not be successful in seeking available
opportunities.
The
process of gold and silver exploration and prospecting is a highly competitive
and speculative business. Individuals are not subject to onerous accreditation
and licensing requirements prior to beginning mineral exploration and
prospecting activities, and as such the Company, in seeking available
opportunities, will compete with numerous individuals and companies, including
established, multi-national companies that have substantially more experience
and resources than our Company. The exact number of active
competitors at any one time is heavily dependent on current economic conditions;
however, statistics provided by the AEBC (The Association for Mineral
Exploration, British Columbia), state that approximately 1,000 mining companies
operate in North America, including gold and silver.
Because
we may not have the financial and managerial resources to compete with other
companies, we may not be successful in our efforts to acquire projects of value,
which, ultimately, become productive. However, while we compete with other
exploration companies for the rights to explore other claims, there is no
competition for the exploration or removal of mineral from our claims by other
companies, as we have no agreements or obligations that limit our right to
explore or remove minerals from our claims.
Compliance
with environmental considerations and permitting could have a material adverse
effect on the costs or the viability of our projects. The historical trend
toward stricter environmental regulation may continue, and, as such, represents
an unknown factor in our planning processes.
All
mining is regulated by the government agencies at the federal, state and county
levels of government in the United States. Compliance with such
regulation has a material effect on the economics of our operations and the
timing of project development. Our primary regulatory costs have been
related to filing fees pertaining to the location of unpatented mining claims
which were staked on Federal ground. In the event mineralization of
commercial interest would be found by the proposed exploration program,
obtaining licenses and permits from government agencies before the commencement
of mining activities would be very expensive and time consuming. An
environmental impact study may be required to be undertaken on our property in
order to obtain governmental approval to commence and conduct mining on our
properties.
The
possibility of more stringent regulations exists in the areas of worker health
and safety, the dispositions of wastes, the decommissioning and reclamation of
mining and milling sites and other environmental matters, each of which could
have an adverse material effect on the costs or the viability of a particular
project. Compliance with environmental considerations and permitting could have
a material adverse effect on the costs or the viability of our
projects.
We face
substantial governmental regulation.
Safety. If
we commence mining operations, we will be subject to inspection and regulation
by the Mine Safety and Health Administration of the United States Department of
Labor ("MSHA") under the provisions of the Mine Safety and Health Act of
1977. The Occupational Safety and Health Administration ("OSHA") also
has jurisdiction over safety and health standards not covered by
MSHA.
Current
Environmental Laws and Regulations. We must comply with environmental standards,
laws and regulations that may result in greater or lesser costs and delays
depending on the nature of the regulated activity and how stringently the
regulations are implemented by the regulatory authority. The costs and delays
associated with compliance with such laws and regulations could stop us from
proceeding with the exploration of a project or the operation or future
exploration of a mine. Laws and regulations involving the protection
and remediation of the environment and the governmental policies for
implementation of such laws and regulations are constantly changing
and are generally becoming more restrictive. We expect to make in the
future significant expenditures to comply with such laws and
regulations. These requirements include regulations under many state
and U.S. federal laws and regulations, including:
o
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the
Comprehensive Environmental Response, Compensation and Liability Act of
1980 ("CERCLA" or
"Superfund") which
regulates and establishes liability for the release
of hazardous substances;
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o
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the
U.S. Endangered Species Act;
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o
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the
U.S. Resource Conservative and Recovery Act
("RCRA");
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o
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the
Migratory Bird Treaty Act;
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o
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the
Safe Drinking Water Act;
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o
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the
Emergency Planning and Community Right-to-Know
Act;
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o
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the
Federal Land Policy and Management
Act;
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o
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the
National Environmental Policy Act;
and
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o
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the
National Historic Preservation Act.
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The
United States Environmental Protection Agency continues the development of a
solid waste regulatory program specific to mining operations such as ours, where
the mineral extraction and beneficiation wastes are not regulated as hazardous
wastes.
Our
properties are in a historic mining district with past production and abandoned
mines. We may be exposed to liability, or assertions of liability
that would require expenditure of legal defense costs under joint and several
liability statutes for cleanups of historical wastes that have not yet been
completed.
Environmental
Regulations. Environmental laws and regulations may also have an indirect impact
on us, such as increased costs for electricity due to acid rain provisions of
the United States Clean Air Act Amendments of 1990. Charges by refiners to which
we may sell any metallic concentrates and products have substantially increased
over the past several years because of requirements that refiners meet revised
environmental quality standards. We have no control over the
refiner's operations or their compliance with environmental laws and
regulations.
Potential
Legislation. Changes to the current laws and regulations governing the
operations and activities of mining companies, including changes in permitting,
environmental, title, health and safety, labor and tax laws, are actively
considered from time to time. We cannot predict such changes, and such changes
could have a material adverse impact on our business. Expenses
associated with the compliance with such new laws or regulations could be
material. Further, increased expenses could prevent or delay exploration
projects and could, therefore, affect future levels of mineral
production.
Governmental
regulation. If we commence mining operations in the future, we will
be subject to inspection and regulation by:
o
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Mine
Safety and Health Administration of the United States Department of Labor
("MSHA") under the provisions of
the Mine Safety and Health Act of
1977.
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o
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The
occupational Safety and Health Administration ("OSHA") also has
jurisdiction over safety and health
standards not covered by
MSHA.
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We are
subject to environmental risks.
Environmental
Liability. We are subject to potential risks and liabilities
associated with pollution of the environment and the disposal of waste rock and
materials that could occur as a result of our mineral exploration and
production. To the extent that we are subject to environmental
liabilities, the payment of such liabilities or the costs that we may incur to
remedy environmental pollution would reduce funds otherwise available to us and
could have a material adverse effect on our financial condition or results of
operations. If we are unable to fully remedy an environmental problem, we might
be required to suspend operations or enter into interim compliance measures
pending completion of the required remedy. The potential exposure may be
significant and could have a material adverse effect on us. We have
not purchased insurance for environmental risks (including potential liability
for pollution or other hazards as a result of the disposal of waste products
occurring from exploration and production) because it is not generally available
at a reasonable price.
Environmental
Permits. All of our exploration activities are subject to regulation
under one or more of the various State and federal environmental laws and
regulations in the U.S. Many of the regulations require us to obtain
permits for our activities. We must update and review our permits
from time to time, and are subject to environmental impact analyses and public
review processes prior to approval of the additional activities. It
is possible that future changes in applicable laws, regulations and permits or
changes in their enforcement or regulatory interpretation could have a
significant impact on some portion of our business, causing those activities to
be economically reevaluated at that time.
Those
risks include, but are not limited to, the risk that regulatory authorities may
increase bonding requirements beyond our financial capabilities. The
posting of bonding in accordance with regulatory determinations is a condition
to the right to operate under all material operating permits, and therefore
increases in bonding requirements could prevent our operations from continuing
even if we were in full compliance with all substantive environmental
laws.
There may
be possible title defects on our mining claims.
Undetected
title defects could affect our interest in the mining claim owned by the
Company. We have investigated title to our claims have not obtained
title opinions and title insurance with respect to our claims. To the
best of our knowledge, the title to our properties are in good
standing. This should not be construed as a guarantee of title and
there is no guarantee that the title to our properties will not be challenged or
impugned. Any challenge to our title could delay the exploration, financing, and
development of the property and could ultimately result in the loss of some or
all of our interest in our properties. Our properties may be subject
to prior unregistered agreements or transfers or native land claims and title
may be affected by undetected defects.
We may
not have access to all of the supplies and materials we need to begin
exploration which could cause us to delay or suspend activities.
Competition
and unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as dynamite, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials when financing becomes available. If we cannot find the products and
equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.
Item 2. Financial
Statements
.
Selected
Financial Data
These following financial data has been compiled from the audited
financial statements and the unaudited financial statements of the Company
contained in the Registration Statement. See Item 13.
Balance
Sheet:
|
|
|
|
|
|
|
|
|
|
|
|
October
31, 2009
|
|
|
October
31, 2008
|
|
|
July
31, 2009
|
|
|
|
Audited
|
|
|
Audited
|
|
|
Unaudited
|
|
Current
Assets
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
19,751
|
|
|
$
|
2,361
|
|
|
$
|
24,539
|
|
Prepaid
Expenses
|
|
$
|
—
|
|
|
$
|
5,503
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
Payable
|
|
$
|
2,867
|
|
|
$
|
—
|
|
|
$
|
8,827
|
|
Stockholder
loans
|
|
$
|
—
|
|
|
$
|
18,503
|
|
|
$
|
—
|
|
Stockholders’
Equity/(Deficiency)
|
|
$
|
16,884
|
|
|
$
|
(10,369
|
)
|
|
$
|
24,539
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
We are an
exploration company with no operations and no revenue from our business
operations. This means there is substantial doubt that we can continue as an
ongoing business for the next twelve months unless we obtain additional
financing to fund our operations. Our only source of cash at this time has been
investments by the current stockholders of our Company.
Revenue.
The Company has no revenues since its inception, and has not conducted any
mining operations to produce gold, silver or other metals from its mining
claim.
Expenses
– Fiscal 2009 compared to fiscal 2008.
Mining
and Exploration. During the fiscal year ended October 31, 2009, the Company
incurred mining exploration costs of $2,867, compared to $12,000 during the
fiscal year ended October 31, 2008, a decrease of approximately 76.1%.
After
acquiring its mining claim during the fiscal year ended October 31, 2008, the
Company conducted geological surveys of its claim and conducted other primary
evaluation tests, and thereafter conducted follow-up geological testing at a
reduced level during the fiscal year ended October 31, 2009.
Professional
Fees. During the fiscal year ended October 31, 2009, the Company incurred
$13,907 in professional fees, compared to $4,497 during the fiscal year ended
October 31, 2008, an increase of approximately 209%.
During
the fiscal year ended October 31, 2009, the Company decided to have its
financial statements be audited in preparation for the filing of a
registration statement with the U.S. Securities and Exchange Commission to
become a registered public company as provided by the Securities Exchange Act of
1934. As a result the Company incurred greater accounting fees than in the
fiscal year ended October 31, 2009.
General
and Administrative Expenses. During the fiscal year ended October 31, 2009, the
Company incurred interest expense of $1,473, compared to no interest expenses
during the fiscal year ended October 31, 2008.
The
Company realized this increase in general and administrative expenses during the
fiscal year ended October 31, 2009, as a result of its start-up activities in
the mining industry.
Net Loss.
During the fiscal year ended October 31, 2009, the Company had a net loss of
$24,694, compared to a net loss of $22,879, during the fiscal year ended October
31, 2008, an increase of approximately 8%.
During
the fiscal year ended October 31, 2009, the increase in the net loss of the
Company was attributable primarily to the increase in accounting and legal fees
incurred by the Company to audit its financial statements as required to prepare
a registration statement for the purpose of becoming a registered public company
under the Securities Exchange Act of 1934.
Expenses
– Nine months ended July 31, 2010 compared to the nine months ended July 31,
2009
Professional
Fees. The Company incurred professional fees of $15,441 during the nine month
period ended July 31, 2010, compared to $13,907 during the nine month period
ended July 31, 2009, an increase of approximately 11%.
During
the nine months ended July 31, 2010, the amount of accounting and legal fees
continued to increase as the Company continued to proceed to prepare its
registration statement to be filed with the Securities and Exchange Commission
to become a registered public company.
General
Administrative Expenses. The Company incurred $5,250 in general and
administrative expenses during the nine months ended July 31, 2010, compared to
$4,780 during the nine months ended July 31, 2009, an increase
of approximately 9.9%.
During
the nine months ended July 31, 2010, the increase in the general and
administrative expenses of the Company was attributable to its increased
business activities regarding its mining claim and to its increased activities
in connection with the preparation of its registration statement to be filed to
become a registered public company.
Net Loss.
The Company incurred a net loss of $20,852 during the nine month period ended
July 31, 2010, compared to a net loss of $19,347 during the nine months ended
July 31, 2009, an increase of approximately 7.6%.
The
increase in the net loss of the Company was attributable to the increase in its
professional fees and in its general and administrative expenses incurred by the
Company during this period.
Item
3. Properties.
Principal
Executive Offices
The
principal executive offices of the Company are located at 369 Shuter
Street, Toronto, ON MSA 1X2, Canada.
Rockford
Lode Claim
The
Rockford Lode Claim owned by the Company was located on June 14, 2008, and was
filed in Clark County, Nevada recorder’s office in Las Vegas on June 19, 2008,
as Instrument 20080619- 0000221, File 081, Page 0074, in the official records
book, T20080120393.
The
Rockford Lode Claim is located within Township 27S, Range 60E, Section 31, and
adjoining Township 28S, Range 60E, Section 6, in the Sunset Mining District of
Clark County, Nevada.
Access
from Las Vegas, Nevada to the Rockford Lode Claim is southeastward to Boulder
City, then southward via Highway 95 to Searchlight, then westward via Highway
164 to Crescent from where a sub-standard road is taken northward to the
Rockford Lode Claim. The entire distance from Las Vegas to the Rockford Lode
Claim is approximately 84 miles.
In
addition to the State of Nevada regulations, Federal regulations require a
yearly maintenance fee to keep the claim in good standing. In accordance with
Federal regulations, the Rockford Lode Claim is in good standing. A yearly
maintenance fee of $125 is required to be paid to the Bureau of Land Management
prior to the expiration date to keep the claim in good standing for an
additional year.
For
additional information regarding our gold property in Nevada, see Item 2 -
Business.
History
The
Sunset Mining District was established in 1867 within an area comprised of a
group of hills (the Lucy Grey Range) of relatively low relief about 16 miles
south of Jean, Nevada in the extreme southern part of Township 27S, Range 60E.
The Sunset Mining District is south of the Goodsprings Mining District, which
ranks second only to Tonopah in total lead and zinc production in the State of
Nevada. The Lucy Grey mine begun operations in 1905. Total production from the
Lucy Grey mine is estimated (Vanderburg, 1937, p.80) at $50,000, principally in
gold with lesser amounts of silver, lead, and copper.
There is
no recorded production from the ground covered by the Rockford Lode Claim;
however, inclusive prospect pits indicate the existence of mineralized
zones.
Geological
Setting
Physiography,
Climate, Vegetation, and Water
The
Rockford Lode Claim is situated midway through the approximate 14 mile Lucy Grey
Mountain Range, a north-south trending range of mountains with crests reaching
elevations up to 2,500 feet. The claim covers the southwesterly facing slopes of
a ridge bisected by an eastwest trending valley. Topography on the claim is
gentle to moderate, with an elevation of 760 feet at the southern portion of the
claim near the valley floor, to an elevation of 820 feet in the northeast along
a northerly trending ridge.
The
climate of the claim area is typical of a desert climate, with relatively high
temperatures and low precipitation. Vegetation on the claim consists mainly of
desert shrubs and cactus. Sources of water would likely be available from valley
wells.
Regional
Geology
Geologically,
the Sunset Mining District is the southern extension of the Yellow Pine District
where the Mountain Ranges consist mainly of Paleozoic sediments which have
undergone intense folding accompanied by faulting. A series of Carboniferous
sediments consist largely of siliceous limestones and include strata of pure
crystalline limestone and dolomite with occasional intercalated beds of fine
grained sandstone. These strata have a general west to southwest dip of 15 to 45
degrees, which is occasionally disturbed by local folds. Igneous rocks are
scarce and are represented chiefly by quartz-monzonite porphyry dikes and sills.
The quartz-monzonite porphyry is intruded into these strata and is of
post-Jurassic age, perhaps Tertiary.
Stratigraphy
The
sedimentary rocks in the Yellow Pine District range in age from Upper Cambrian
to recent. The Paleozoic section includes the Cambrian Rockford King and Nopah
Formations, the Devonian Sultan, Mississippian Monte Cristo Limestone,
Pennsylvanian/Mississippian Bird Spring Formation, and Permian Kaibab
Limestone.
Permian:
Red
beds
Mississippian
to Permian:
Bird
Spring Formation
Local
erosional unconformity
Mississippian:
Monte
Cristo Limestone:
Yellowpine
Limestone Member Arrowhead Limestone Member Bullion Dolomite
Member
Anchor Limestone Member Dawn Limestone Member
Devonian:
Sultan
Limestone:
Crystal
Pass Limestone Member; Valentine Limestone Member; Ironside
Dolomite
Member.
Cambrian
to Devonian:
Goodsprings
Dolomite
Precambrian
Schist,
gneiss, and coarse-grained igneous rocks
The
Mesozoic section is comprised only of the Triassic Moenkopi and Chinle
Formations and an upper Mesozoic unit of uncertain age termed the Lavinia Wash
Formation. The Paleozoic rocks are dominantly carbonates while the Mesozoic
units are continental clastics. Tertiary rocks include gravels and minor
volcanic tuffs.
Only two
varieties of intrusive rocks are known in the district. The most abundant is
granite porphyry which forms three large sill-like masses. The sills generally
lie near major thrust faults and are thought to have been emplaced along breccia
zones at the base of the upper plate of the thrust fault. Locally, small dikes
of basaltic composition and uncertain age have been encountered in some of the
mine workings.
Structure
The
region reveals a significant record of folding, thrust faulting and normal
faulting. Folding began in the early Jurassic, resulting in broad flexures in
the more massive units and tight folds in the thinly bedded rocks. The thrust
faults in the district are part of a belt of thrust faulted rocks, the Foreland
Fold and Thrust Belt that stretches from southern Canada to southern
California.
Deformation
within this belt began in the Jurassic and continued until Cretaceous time.
Within the Goodsprings District thrust faulting appears to post-date much of the
folding, but despite intensive study the actual age of thrusting continues to be
the subject of contentious debate. Three major thrusts have been mapped; from
west to east, the Green Monster, Keystone and Contact thrusts.
Of these,
the Keystone is the most persistent along strike having been mapped for a
distance of over 50 kilometers. The stratigraphic relationships along the
Keystone fault are similar to those for all the major thrusts in the area,
Cambrian Rockford King Formation has been thrust eastward over younger Paleozoic
rocks.
Ore
Mineralogy and Alteration
In the
Goodsprings District, proximally north of the Sunset Mining District, the ore
deposits can at best be characterized as enigmatic. They appear to fall into two
distinct types which may or may not be related: gold-copper deposits
and lead-zinc deposits. Gold-copper deposits are clearly related to sill-like
masses of granite porphyry. All existing mines worked the contact between the
intrusive and surrounding sedimentary rocks. Gold occurred in both the intrusive
and the carbonate wall rocks. It appears any carbonate unit was a suitable host.
The lead-zinc deposits are often distant from intrusives and occur as veins or
replacements of brecciated rocks along fault zones, either thrust faults or
normal faults. Unlike the gold deposits, the productive lead-zinc deposits are
restricted to the Monte Cristo Formation. Mineralogy of gold-copper deposits
consists of native gold, pyrite, limonite, cinnabar, malachite, azurite, and
chrysocolla. Lead-zinc deposits are comprised of hydrozincite, calamine,
smithsonite, cerrusite, anglesite, galena, and iron oxides. The rather unusual
mineralogy of the district is due to the great depth of surface oxidation,
exceeding 600 feet.
Ore
Mineralogy and Alteration
Typical
sulfides such as chalcopyrite, sphalerite and pyrite have been partially or
completely altered to more stable hydrated carbonates and sulfates. Only the
highly insoluble lead sulfide, galena has successfully resisted surface
oxidation. Primary alteration is difficult to characterize due to the supergene
overprint, but again appears to differ for gold-copper deposits and lead-zinc
deposits. Gold-copper ores have been extensively sericitized and kaolinized,
altering the host pluton to a rock that can be mined through simple excavation
with little or no blasting. The rock is so thoroughly altered it decrepitates on
exposure to the atmosphere. On the other hand, lead-zinc deposits appear to be
characterized by dolomitization and minor silicification.
Local
Mineralization
Mineralization
at the Lucy Grey mine is reported as gold, silver, lead, and zinc within a
breccia pipe in Precambrian gneiss. The minerals are concentrated in secondary
fractures which cut the quartz veins.
Property
Mineralization
The
mineralization on the Rockford Lode Claim is not known, however, the indicated
prospect pits within the Claim may have explored mineralization gold, silver,
lead, and copper hosted by fractures within a breccia pipe of the Precambrian
gneiss as at the nearby Lucy Grey mine.
Recommended
Exploration Program andEstimated Cost
Phase
I
|
|
|
|
|
|
|
|
VLF-EM
and magnetometer surveys
|
|
$
|
7,500
|
|
|
|
|
|
|
Phase
II
|
|
|
|
|
Localized
soil surveys, trenching and sampling over known and indicated mineralized
zones
|
|
$
|
12,500
|
|
|
|
|
|
|
Phase
III
|
|
|
|
|
Test
diamond drilling
|
|
$
|
75,000
|
|
|
|
|
|
|
Total
Estimated Cost US approximately
|
|
$
|
95,000
|
|
Item
4. Security Ownership of Certain Beneficial Owners and
Management.
The
following table sets forth information on the ownership of the securities of the
Company by officers and directors as well as those who own beneficially more
than five percent of our outstanding Common Stock.
|
|
|
|
|
Percentage
of
|
|
|
|
Number
of Shares
|
|
|
Outstanding
Shares
|
|
|
|
of
Common Stock
|
|
|
of
Common Stock
|
|
|
|
|
|
|
|
|
Stephen
Dewingaerde
|
|
|
3,500,000
|
|
|
|
35
|
%
|
|
|
|
|
|
|
|
|
|
Gregory
J. McNeely
|
|
|
2,500,000
|
|
|
|
25
|
%
|
|
|
|
|
|
|
|
|
|
Item
5. Directors and Executive Officers.
The
directors and executive officers of the Company are:
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Stephen
Dewingaerde
|
|
63
|
|
Director
and President
|
369
Shuter Street
|
|
|
|
|
Scarborough,
Ontario M5A 1X2
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
|
|
Gregory
J. Neely
|
|
38
|
|
Director,
Treasurer and Secretary
|
369
Shuter Street
|
|
|
|
|
Scarborough,
Ontario M5A 1X2
|
|
|
|
|
Canada
|
|
|
|
|
|
|
|
|
|
(1) Under
SEC Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes the
power to vote, or to direct the voting of shares; and (ii) investment power,
which includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of the shares).
In addition, shares are deemed to be beneficially owned by a person if the
person has the right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the information is provided. In
computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such
person (and only such person) by reason of these acquisition rights. As a
result, the percentage of outstanding shares of any person as shown in this
table does not necessarily reflect the person’s actual ownership or voting power
with respect to the number of shares of Common Stock actually outstanding on the
date of this Information Statement.
(2) Each
person has sole voting and dispositive power over the shares
indicated.
Mr.
Dewingaerde has been a director and the President of the Company since November
2007. From 2000 to 2008, he was the Senior Project Manager of Entro
Communications. From 1974 to 1996, he was the President of Paragon Systems Ltd.
and of West Coast Pageantry Supply LLC. From 1997 to 1999, Mr. Derwingaerde was
an independent consultant.
Mr. Neely
has been a director and the Treasurer and Secretary of the Company since
November 2007. From 2005 to 2007, he was the President of Forge Media &
Design. From 2003 to 2006, Mr. Neely was a Design Team Leader with Entro
Communications. From 2000 to 2003, he was the Senior Designer for Haughton
Brazeau. From 1999 to 2000, he was a designer for Reich & Petch. From 1996
to 1999, he was a designer for Kramer Design. Mr. Neely received a bachelor of
arts degree from York University in 1995.
Directors
are elected to serve until the next annual meeting of stockholders and until
their successors have been elected and qualified. Officers are appointed to
serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No
executive officer or director of the Company has been the subject of any order,
judgment, or decree of any court of competent jurisdiction, or any regulatory
agency permanently or temporarily enjoining, barring, suspending or otherwise
limiting him or her from acting as an investment advisor, underwriter, broker or
dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
No
executive officer or director of the Company has been convicted in any criminal
proceeding (excluding traffic violations) or is the subject of a criminal
proceeding which is currently pending.
Consultants
The
Company currently retains consultants to provide the Company resources and
services, and the Company expects to continue to use consultants in the future
to the extent necessary and appropriate. The Company does not delegate its
authority and responsibility to make management decisions to consultants or any
other persons, nor shall any consultant have any discretionary authority or the
authority to bind the Company in any material respect.
Item
6. Executive Compensation.
Our
directors and officers received no compensation during the fiscal years ended
October 31, 2009 and 2008, and did not receive any stock bonuses, stock options
or any other consideration for their services.
Our
directors and officers do not have any employment contracts, consulting
agreements or similar agreements with the Company.
Item
7. Certain Relationships and Related Transactions, and Director
Independence.
Not
applicable.
Item
8. Legal Proceedings.
The
Company is not currently a party in any legal proceedings, and there has been no
previous bankruptcy, receivership, or similar proceedings involving the
Company.
Item
9. Market Price of and Dividends on the Registrant’s Common
Equity and Related Stockholder Matters.
The
Company plans to qualify its shares of Common Stock for trading on the OTC
Electronic Bulletin Board (“OTCBB”). The OTCBB is a regulated quotation service
that displays real-time quotes, last sale prices and volume information in
over-the-counter (OTC) securities. The OTCBB is not an issuer listing service,
market, or exchange. Issuers must remain current in their filings with the
Securities and Exchange Commission and applicable regulatory authorities. Market
Makers are not permitted to begin quotation of a security that do not meet this
filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 or 60 day
grace period if they do not make their required filing during that
time.
There is
presently no public market for our securities. There has been no previous public
trading of our securities, and, therefore, no high and low bid pricing
information is provided.
We have
paid no cash dividends in the past and we have no outstanding options or other
securities. The Company intends to retain any earnings for use in its business
activities, and is not expected that any dividends on the Common Stock will be
declared and paid in the foreseeable future.
Item
10. Recent Sales of Unregistered Securities.
For the
nine months July 31, 2010, the Company issued 1,000,000 shares of common stock
for cash of $15,000 at $0.015 per share in reliance upon Section 4(2) and
Regulation S under the Securities Act of 1933.
For the
year ended October 31, 2009, the Company issued 3,000,000 shares of common stock
for cash of $45,000 at $0.015 per share in reliance upon Section 4(2) and
Regulation S under the Securities Act of 1933.
For the
year ended October 31, 2008, the Company issued 6,000,000 shares of common stock
for cash of $6,000 at $0.001 per share to its founders, Stephen Dewingaerde and
Gregory J. Neely, in reliance upon Section 4(2) and Regulation S under the
Securities Act of 1933.
Item
11. Description of Registrant’s Securities to be Registered.
Common
Stock
We have
100,000,000 shares of Common Stock, $0.001 par value, authorized by our Articles
of Incorporation, as amended. The holders of the Common Stock are entitled to
one vote per share on each matter submitted to a vote at any meeting of
stockholders. Shares of Common Stock do not carry cumulative voting rights, and
therefore, a majority of the shares of outstanding Common Stock may elect the
entire Board of Directors; if they do so, minority stockholders would not be
able to elect any persons to the Board of Directors. Our Bylaws provide that a
majority of our issued and outstanding shares shall constitute a quorum for
stockholder meetings except with respect to certain matters for which a greater
percentage quorum is required by statute or the bylaws.
Our
stockholders have no preemptive rights to acquire additional shares of Common
Stock or other securities. The Common Stock is not subject to redemption and
carries no subscription or conversion rights. In the event of liquidation of the
Company, the shares of Common Stock are entitled to receive such dividends as
the Board of Directors may from time to time declare out of funds legally
available for the payment of dividends. We seek growth and expansion of our
business through the reinvestment of profits, if any, and do not anticipate that
we will pay dividends in the foreseeable future.
There are
no provisions in our Bylaws of the Company which would delay, defer or prevent a
change in control of the Company.
Item
12. Indemnification of Directors and Officers.
Pursuant
to the Articles of Incorporation and the By-Laws of the Company, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. In certain cases, we
may advance expenses incurred in defending any such proceeding. To the extent
that the officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney's fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, in the opinion of the U.S. Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act of 1933, and is, therefore, unenforceable.
In the
event that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling person sin
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Securities Act of 1933, and we will be
governed by the final adjudication of such issue.
Item
13. Financial Statements and Supplementary Data.
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
CONTENTS
PAGE
|
19
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
|
|
|
PAGE
|
20
|
BALANCE
SHEETS AS OF OCTOBER 31, 2009 AND AS OF OCTOBER 31,
2008
|
|
|
|
PAGE
|
21
|
STATEMENTS
OF OPERATIONS FOR YEARS ENDED OCTOBER 31, 2009 AND 2008, AND FOR THE
PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO OCTOBER 31,
2009.
|
|
|
|
PAGE
|
22
|
STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIENCY) FOR THE PERIOD FROM
OCTOBER 29, 2007 (INCEPTION) TO OCTOBER 31, 2009
|
|
|
|
PAGE
|
23
|
STATEMENTS
OF CASH FLOWS FOR THE YEARS ENDED OCTOBER 31, 2009 AND 2008, AND FOR THE
PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO OCTOBER 31,
2009.
|
|
|
|
PAGES
|
24 -
29
|
NOTES
TO FINANCIAL STATEMENTS
|
Rockford
Minerals, Inc.
(An
Exploration Stage Company)
Balance
Sheets
|
|
October 31,
|
|
|
October 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
ASSETS
|
|
Current
Assets
|
|
|
|
|
|
|
Cash
|
|
$
|
19,751
|
|
|
$
|
2,361
|
|
Prepaid
Expenses
|
|
|
—
|
|
|
|
5,503
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
19,751
|
|
|
$
|
7,864
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
EQUITY/(DEFICIENCY)
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
2,867
|
|
|
$
|
—
|
|
Stockholder
loans
|
|
|
—
|
|
|
|
18,503
|
|
Total
Liabilities
|
|
|
2,867
|
|
|
|
18,503
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity/(Deficiency)
|
|
|
|
|
|
|
|
|
Common
stock, $0.001 par value; 100,000,000 shares
authorized,
|
|
|
|
|
|
|
|
|
9,000,000
and 6,000,000 shares issued and outstanding, respectively
|
|
|
9,000
|
|
|
|
6,000
|
|
Additional
paid-in capital
|
|
|
56,797
|
|
|
|
7,580
|
|
Accumulated
Deficit During the Exploration Stage
|
|
|
(48,913
|
)
|
|
|
(24,219
|
)
|
Total
Stockholders' Equity/(Deficiency)
|
|
|
16,884
|
|
|
|
(10,639
|
)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity/(Deficiency)
|
|
$
|
19,751
|
|
|
$
|
7,864
|
|
See
accompanying notes to financial statements
Rockford
Minerals, Inc.
(An
Exploration Stage Company)
Statements
of Operations
|
|
|
|
|
|
|
|
For the Period From
|
|
|
|
For the Year Ended
October 31, 2009
|
|
|
For the Year Ended
October 31, 2008
|
|
|
(Inception) to
October 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
Mining
and exploration costs
|
|
$
|
2,867
|
|
|
$
|
12,000
|
|
|
$
|
14,867
|
|
Professional
fees
|
|
|
13,907
|
|
|
|
4,497
|
|
|
|
18,404
|
|
General
and administrative
|
|
|
6,354
|
|
|
|
6,382
|
|
|
|
14,076
|
|
Total
Operating Expenses
|
|
|
23,128
|
|
|
|
22,879
|
|
|
|
47,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from Operations
|
|
|
(23,128
|
)
|
|
|
(22,879
|
)
|
|
|
(47,347
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Income (Expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
(1,473
|
)
|
|
|
—
|
|
|
|
(1,473
|
)
|
Loss
on Exchange
|
|
|
(93
|
)
|
|
|
—
|
|
|
|
(93
|
)
|
Total
Other Income/(Expense), net
|
|
|
(1,566
|
)
|
|
|
—
|
|
|
|
(1,566
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from Operations Before Provision for Income Taxes
|
|
|
(24,694
|
)
|
|
|
(22,879
|
)
|
|
|
(48,913
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(24,694
|
)
|
|
$
|
(22,879
|
)
|
|
$
|
(48,913
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss Per Share - Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares outstanding during the period - Basic and
Diluted
|
|
|
6,715,205
|
|
|
|
2,346,995
|
|
|
|
|
|
See
accompanying notes to financial statements
Rockford
Minerals, Inc.
(An
Exploration Stage Company)
Statement
of Changes in Stockholders' Equity/(Deficiency)
For
the Period From October 29, 2007 (Inception) to October 31, 2009
|
|
Common
stock
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
$.001
Par Value
|
|
|
Additional
|
|
|
accumulated
during
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
Paid-in
|
|
|
exploration
|
|
|
Stockholder's
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
stage
|
|
|
Equity/(Deficiency)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
October 29, 2007 (Inception)
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
—
|
|
|
|
—
|
|
|
|
1,340
|
|
|
|
—
|
|
|
|
1,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period October 29, 2007 (Inception ) to October 31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,340
|
)
|
|
|
(1,340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
October 31, 2007
|
|
|
—
|
|
|
|
—
|
|
|
|
1,340
|
|
|
|
(1,340
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued to founder ($0.001/Sh)
|
|
|
6,000,000
|
|
|
|
6,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
—
|
|
|
|
—
|
|
|
|
6,240
|
|
|
|
|
|
|
|
6,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss October 31, 2008
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(22,879
|
)
|
|
|
(22,879
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
October 31, 2008
|
|
|
6,000,000
|
|
|
|
6,000
|
|
|
|
7,580
|
|
|
|
(24,219
|
)
|
|
|
(10,639
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.015/Sh)
|
|
|
3,000,000
|
|
|
|
3,000
|
|
|
|
42,000
|
|
|
|
—
|
|
|
|
45,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
—
|
|
|
|
—
|
|
|
|
6,240
|
|
|
|
—
|
|
|
|
6,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of interest
|
|
|
—
|
|
|
|
—
|
|
|
|
977
|
|
|
|
—
|
|
|
|
977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss October 31, 2009
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(24,694
|
)
|
|
|
(24,694
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
October 31, 2009
|
|
|
9,000,000
|
|
|
$
|
9,000
|
|
|
$
|
56,797
|
|
|
$
|
(48,913
|
)
|
|
$
|
16,884
|
|
See
accompanying notes to financial statements
Rockford
Minerals, Inc.
(An
Exploration Stage Company)
Statements
of Cash Flows
|
|
|
|
|
|
|
|
For the Period From
|
|
|
|
October 31, 2009
|
|
|
October 31, 2008
|
|
|
(Inception) to
October 31, 2009
|
|
Cash
Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(24,694
|
)
|
|
$
|
(22,879
|
)
|
|
$
|
(48,913
|
)
|
Adjustment
to reconcile net loss to net cash used in
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of interest
|
|
|
977
|
|
|
|
—
|
|
|
|
977
|
|
In
kind contribution of services
|
|
|
6,240
|
|
|
|
6,240
|
|
|
|
13,820
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)Decrease
in prepaid expenses
|
|
|
5,503
|
|
|
|
(5,503
|
)
|
|
|
—
|
|
Increase
in accounts payable
|
|
|
2,867
|
|
|
|
—
|
|
|
|
2,867
|
|
Net
Cash Used In Operating Activities
|
|
|
(9,107
|
)
|
|
|
(22,142
|
)
|
|
|
(31,249
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from stockholder loans
|
|
|
6,500
|
|
|
|
18,503
|
|
|
|
25,003
|
|
Repayment
of stockholder loans
|
|
|
(25,003
|
)
|
|
|
—
|
|
|
|
(25,003
|
)
|
Proceeds
from issuance of common stock
|
|
|
45,000
|
|
|
|
6,000
|
|
|
|
51,000
|
|
Net
Cash Provided by Financing Activities
|
|
|
26,497
|
|
|
|
24,503
|
|
|
|
51,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase in Cash
|
|
|
17,390
|
|
|
|
2,361
|
|
|
|
19,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at Beginning of Period
|
|
|
2,361
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at End of Period
|
|
$
|
19,751
|
|
|
$
|
2,361
|
|
|
$
|
19,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$
|
497
|
|
|
$
|
—
|
|
|
$
|
497
|
|
Cash
paid for taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
See
accompanying notes to financial statements
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2009 AND
2008
NOTE
1
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND
ORGANIZATION
|
(A)
Organization
Rockford
Minerals, Inc. (an exploration stage company) (the “Company”) was incorporated
under the laws of the State of Nevada on October 29, 2007. The Company is a
natural resource exploration company with an objective of acquiring, exploring
and if warranted and feasible, developing natural resource properties.
Activities during the exploration stage include developing the business plan and
raising capital.
(B) Use of
Estimates
In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reported period. Actual results could differ from
those estimates.
(C) Cash and Cash
Equivalents
For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents.
(D)
Property and
Equipment, Mining Properties (Exploration and Development
Costs)
Costs of
acquiring mining properties and any exploration and development costs are
expensed as incurred unless proven and probable reserves exist and
the property is a commercially mineable property. Mine development costs
incurred either to develop new gold, silver, lead and copper deposits, expand
the capacity of operating mines, or to develop mine areas substantially in
advance of current production are capitalized. Costs incurred to maintain
current production or to maintain assets on a standby basis are charged to
operations. Costs of abandoned projects are charged to operations upon
abandonment. The Company evaluates, at least quarterly, the carrying value of
capitalized mining costs and related property, plant and equipment costs, if
any, to determine if these costs are in excess of their net realizable value and
if a permanent impairment needs to be recorded. The periodic evaluation of
carrying value of capitalized costs and any related property, plant and
equipment costs are based upon expected future cash flows and/or estimated
salvage value.
The
Company capitalizes costs for mining properties by individual property and
defers such costs for later amortization only if the prospects for economic
productions are reasonably certain.
Capitalized
costs are expensed in the period when the determination has been made that
economic production does not appear reasonably certain.
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2009 AND
2008
(E) Loss Per
Share
Basic
income per common share is computed based upon the weighted average common
shares outstanding as defined by FASB Accounting Standards Codification No. 260,
Earnings Per
Share
. As of October 31, 2009 and 2008 there were no common
share equivalents outstanding.
(F) Income
Taxes
The
Company accounts for income taxes under the FASB Accounting Standards
Codification No. 740,
Income
Taxes
. Under FASB Accounting Standards Codification No. 740,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under
FASB Accounting Standards Codification No. 740, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Expected
income tax recovery (expense) at the statutory rate of 34%
|
|
$
|
(8,396
|
)
|
|
$
|
(7,779
|
)
|
Tax
effect of expenses that are not deductible for income tax purposes (net of
other amounts deductible for tax purposes)
|
|
|
2,454
|
|
|
|
2,121
|
|
Change
in valuation allowance
|
|
|
5,942
|
|
|
|
5,658
|
|
Provision
for income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
The
components of deferred income taxes are as follows:
|
|
2009
|
|
|
2008
|
|
Deferred
income tax asset:
|
|
|
|
|
|
|
Net
operating loss carryforwards
|
|
$
|
11,600
|
|
|
$
|
5,658
|
|
Valuation
allowance
|
|
|
(11,600
|
)
|
|
|
(5,658
|
)
|
Deferred
income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2009 AND
2008
As of
October 31, 2009 and 2008, the Company has a net operating loss carryforward
of approximately $34,117 and $16,639, available to offset
future taxable income through 2029. The valuation allowance at October 31, 2009
and 2008 was $11,600 and $5,658. The net change in the valuation
allowance for the period ended October 31, 2009 and 2008 was an increase of
$5,942 and $5,658.
(G) Business
Segments
The
Company operates in one segment and therefore segment information is not
presented.
(H) Recent Accounting
Pronouncements
In May
2009, the FASB issued FASB Accounting Standards Codification No. 855,
Subsequent Events
. FASB
Accounting Standards Codification No. 855 establishes general standards of
accounting for and disclosure of events that occur after the balance sheet date
but before financial statements are issued or are available to be issued. FASB
Accounting Standards Codification No. 855 sets forth (1) The period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. FASB
Accounting Standards Codification No. 855 is effective for interim or annual
financial periods ending after September 15, 2009. The adoption of this FASB
Accounting Standards Codification No. 855 did not have a material effect on the
Company’s financial statements.
In June
2009, the FASB issued FASB Accounting Standards Codification No. 860,
Transfers and Servicing
. FASB
Accounting Standards Codification No. 860 improves the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement, if any,
in transferred financial assets. FASB Accounting Standards Codification No. 860
is effective as of the beginning of each reporting entity’s first annual
reporting period that begins after November 15, 2009, for interim periods within
that first annual reporting period and for interim and annual reporting periods
thereafter. The Company is evaluating the impact the adoption that FASB
Accounting Standards Codification No. 860 will have on its financial
statements.
In June
2009, the FASB issued FASB Accounting Standards Codification No. 810,
Consolidation
. FASB
Accounting Standards Codification No. 810 improves financial reporting by
enterprises involved with variable interest entities. FASB Accounting Standards
Codification No. 810 is effective as of the beginning of each reporting entity’s
first annual reporting period that begins after November 15, 2009, for interim
periods within that first annual reporting period, and for interim and annual
reporting periods thereafter. The Company is evaluating the impact the adoption
of FASB Accounting Standards Codification No. 810 will have on its financial
statements.
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2009 AND
2008
In June
2009, the FASB issued FASB Accounting Standards Codification No. 105,
GAAP
The FASB Accounting
Standards Codification (“Codification”) will be the single source of
authoritative nongovernmental U.S. generally accepted accounting principles.
Rules and interpretive releases of the SEC under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. FASB Accounting
Standards Codification No. 105 is effective for interim and annual periods
ending after September 15, 2009. All existing accounting standards are
superseded as described in FASB Accounting Standards Codification No. 105. All
other accounting literature not included in the Codification is
nonauthoritative. The adoption of the Codification did not have a significant
impact on the Company’s financial statements.
(I) Fair Value of Financial
Instruments
The
carrying amounts on the Company’s financial instruments including accounts
payable and stockholder loans, approximate fair value due to the relatively
short period to maturity for this instrument.
As
reflected in the accompanying financial statements, the Company is in the
exploration stage with minimal operations, has a net loss of $48,913 and has
negative cash flow from operations of $31,249 from inception. This raises
substantial doubt about its ability to continue as a going concern. The ability
of the Company to continue as a going concern is dependent on the Company’s
ability to raise additional capital and implement its business plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
NOTE
3
|
NOTE PAYABLE -
SHAREHOLDER
|
For the
year ended October 31, 2009, a shareholder loaned $6,500 to the
Company. This loan is non interest bearing, not collateralized, and
due on demand (See Note 5).
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2009 AND
2008
For the
year ended October 31, 2008, a shareholder loaned $18,503 to the
Company. This loan is non interest bearing, not collateralized, and
due on demand (See Note 5).
For the
year ended October 31, 2009, a shareholder was repaid $25,500 by the Company
which included $497 of interest. The loan balance for the year ended
October 31, 2009 is $0 (See Note 5).
For the
year ended October 31, 2009 the Company recorded $977 of imputed interest
related to shareholder loans payable as an in-kind contribution (See Note
5).
NOTE
4
|
STOCKHOLDERS’
EQUITY/(DEFICIENCY)
|
Increase in Authorized
Shares
On August 24, 2010, the Company increased the authorized shares of
common stock from 10,000,000 to 100,000,000 shares (See Note 6).
Common Stock Issued for
Cash
For the
year ended October 31, 2008, the Company issued 6,000,000 shares of common stock
for cash of $6,000 ($0.001 per share) to its founders.
For the
year ended October 31, 2009, the Company issued 3,000,000 shares of common stock
for cash of $45,000 ($0.015 per share).
In kind contribution of
services
For the
year ended October 31, 2009 two shareholders of the Company contributed services
having a fair value of $6,240 (See Note 5).
For the
year ended October 31, 2008 two shareholders of the Company contributed services
having a fair value of $6,240 (See Note 5).
For the
period from October 29, 2007 (inception) through October 31, 2007, the
shareholder of the Company contributed service having a fair value of $1,340
(See Note 5).
NOTE
5
|
RELATED PARTY
TRANSACTION
|
For the
year ended October 31, 2008, a shareholder loaned $18,503 to the
Company. This loan is non interest bearing, not collateralized, and
due on demand (See Note 3).
For the
year ended October 31, 2009, a shareholder loaned $6,500 to the
Company. This loan is non interest bearing, not collateralized, and
due on demand (See Note 3).
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2009 AND
2008
For the
year ended October 31, 2009, a shareholder was repaid $25,500 by the Company,
which included $497. The loan balance for the year ended October 31, 2009 is $0
(See Note 3).
For the
year ended October 31, 2009 the Company recorded $977 of imputed interest
related to shareholder loans payable as an in-kind contribution (See Note
3).
For the
year ended October 31, 2009 two shareholders of the Company contributed services
having a fair value of $6,240 (See Note 4).
For the
year ended October 31, 2008 two shareholders of the Company contributed services
having a fair value of $6,240 (See Note 4).
For the
period from October 29, 2007 (inception) through October 31, 2007, the
shareholder of the Company contributed service having a fair value of $1,340
(See Note 4).
The
Company issued 1,000,000 shares of common stock for cash of $12,000 and a
subscription receivable of $3,000 ($0.015 per share).
On August 24, 2010, the Company increased the authorized shares of
common stock from 10,000,000 to 100,000,000 shares (See Note 4).
In preparing these financial statements, we have evaluated the
events and transactions for potential recognition or diclosure through August
26, 2010, the date the financial statements were issued.
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
CONTENTS
PAGE
|
31
|
CONDENSED
BALANCE SHEETS AS OF JULY 31, 2010 (UNAUDITED) AND AS OF
OCTOBER 31, 2009
|
|
|
|
PAGE
|
32
|
CONDENSED
STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2010
AND 2009, AND FOR THE PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO JULY 31,
2010 (UNAUDITED)
|
|
|
|
PAGE
|
33
|
CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIENCY) FOR THE PERIOD
FROM OCTOBER 29, 2007 (INCEPTION) TO JULY 31, 2010
(UNAUDITED)
|
|
|
|
PAGE
|
34
|
CONDENSED
STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JULY 31, 2010 AND 2009,
AND FOR THE PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO JULY 31, 2010
(UNAUDITED)
|
|
|
|
PAGES
|
35 -
39
|
NOTES
TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
|
Rockford
Minerals, Inc.
(An
Exploration Stage Company)
Condensed
Balance Sheets
|
|
July 31, 2010
|
|
|
October 31, 2009
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
Current
Assets
|
|
|
|
|
|
|
Cash
|
|
$
|
24,539
|
|
|
$
|
19,751
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
24,539
|
|
|
$
|
19,751
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
EQUITY
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
8,827
|
|
|
$
|
2,867
|
|
Total
Liabilities
|
|
|
8,827
|
|
|
|
2,867
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Stockholders'
Equity
|
|
|
|
|
|
|
|
|
Common
stock, $0.001 par value; 100,000,000 shares
authorized,
|
|
|
|
|
|
|
|
|
10,000,000
and 9,000,000 shares issued and outstanding, respectively
|
|
|
10,000
|
|
|
|
9,000
|
|
Additional
paid-in capital
|
|
|
75,477
|
|
|
|
56,797
|
|
Accumulated
Deficit During the Exploration Stage
|
|
|
(69,765
|
)
|
|
|
(48,913
|
)
|
Total
Stockholders' Equity
|
|
|
15,712
|
|
|
|
16,884
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Equity
|
|
$
|
24,539
|
|
|
$
|
19,751
|
|
See
accompanying notes to condensed unaudited financial statements
Rockford
Minerals, Inc.
(An
Exploration Stage Company)
Condensed
Statements of Operations
(Unaudited)
|
|
For the Three Months Ended July 31,
|
|
|
For the Nine Months Ended July 31,
|
|
|
For the Period From
October 29, 2007
(Inception)
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
to July 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mining
development rights
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,867
|
|
Professional
fees
|
|
|
15,246
|
|
|
|
2,369
|
|
|
|
15,441
|
|
|
|
13,907
|
|
|
|
33,845
|
|
General
and administrative
|
|
|
1,609
|
|
|
|
1,589
|
|
|
|
5,250
|
|
|
|
4,780
|
|
|
|
19,326
|
|
Total
Operating Expenses
|
|
|
16,855
|
|
|
|
3,958
|
|
|
|
20,691
|
|
|
|
18,687
|
|
|
|
68,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from Operations
|
|
|
(16,855
|
)
|
|
|
(3,958
|
)
|
|
|
(20,691
|
)
|
|
|
(18,687
|
)
|
|
|
(68,038
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(585
|
)
|
|
|
(1,473
|
)
|
Loss
on Exchange
|
|
|
(52
|
)
|
|
|
(75
|
)
|
|
|
(161
|
)
|
|
|
(75
|
)
|
|
|
(254
|
)
|
Total
Other Expenses
|
|
|
(52
|
)
|
|
|
(75
|
)
|
|
|
(161
|
)
|
|
|
(660
|
)
|
|
|
(1,727
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
from Operations Before Provision for Income Taxes
|
|
|
(16,907
|
)
|
|
|
(4,033
|
)
|
|
|
(20,852
|
)
|
|
|
(19,347
|
)
|
|
|
(69,765
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(16,907
|
)
|
|
$
|
(4,033
|
)
|
|
$
|
(20,852
|
)
|
|
$
|
(19,347
|
)
|
|
$
|
(69,765
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss Per Share - Basic and Diluted
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares outstanding during the period - Basic and
Diluted
|
|
|
10,000,000
|
|
|
|
6,475,824
|
|
|
|
9,487,179
|
|
|
|
6,157,455
|
|
|
|
|
|
See
accompanying notes to condensed unaudited financial statements
(An
Exploration Stage Company)
Condensed
Statement of Changes in Stockholders' Equity/(Deficiency)
For
the Period From October 29, 2007 (Inception) to July 31, 2010
(Unaudited)
|
|
Common
stock
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
$.001
Par Value
|
|
|
Additional
|
|
|
|
|
|
accumulated
during
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
Paid-in
|
|
|
Subscription
|
|
|
exploration
|
|
|
Stockholders' Equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Receivable
|
|
|
stage
|
|
|
(Deficiency)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
October 29, 2007 (Inception)
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
—
|
|
|
|
—
|
|
|
|
1,340
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period October 29, 2007 (Inception ) to October 31,
2007
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,340
|
)
|
|
|
(1,340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
October 31, 2007
|
|
|
—
|
|
|
|
—
|
|
|
|
1,340
|
|
|
|
—
|
|
|
|
(1,340
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued to founder ($0.001/Sh)
|
|
|
6,000,000
|
|
|
|
6,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
—
|
|
|
|
—
|
|
|
|
6,240
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss October 31, 2008
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(22,879
|
)
|
|
|
(22,879
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
October 31, 2008
|
|
|
6,000,000
|
|
|
|
6,000
|
|
|
|
7,580
|
|
|
|
—
|
|
|
|
(24,219
|
)
|
|
|
(10,639
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.015/Sh)
|
|
|
3,000,000
|
|
|
|
3,000
|
|
|
|
42,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
45,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
—
|
|
|
|
—
|
|
|
|
6,240
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of interest
|
|
|
—
|
|
|
|
—
|
|
|
|
977
|
|
|
|
—
|
|
|
|
—
|
|
|
|
977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss October 31, 2009
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(24,694
|
)
|
|
|
(24,694
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
October 31, 2009
|
|
|
9,000,000
|
|
|
|
9,000
|
|
|
|
56,797
|
|
|
|
—
|
|
|
|
(48,913
|
)
|
|
|
16,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.015/Sh)
|
|
|
1,000,000
|
|
|
|
1,000
|
|
|
|
14,000
|
|
|
|
(3,000
|
)
|
|
|
—
|
|
|
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collection
of subscription receivable
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,000
|
|
|
|
—
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
—
|
|
|
|
—
|
|
|
|
4,680
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the nine months ended July 31, 2010
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(20,852
|
)
|
|
|
(20,852
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
July 31, 2010
|
|
|
10,000,000
|
|
|
$
|
10,000
|
|
|
$
|
75,477
|
|
|
$
|
—
|
|
|
$
|
(69,765
|
)
|
|
$
|
15,712
|
|
See
accompanying notes to condensed unaudited financial statements
Rockford
Minerals, Inc.
(An
Exploration Stage Company)
Condensed
Statements of Cash Flows
(Unaudited)
|
|
For the Nine Months Ended July 31,
|
|
|
For the Period From
October 29, 2007
|
|
|
|
2010
|
|
|
2009
|
|
|
to July 31, 2010
|
|
Cash
Flows From Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(20,852
|
)
|
|
$
|
(19,347
|
)
|
|
$
|
(69,765
|
)
|
Adjustment
to reconcile net loss to net cash used in
operations
|
|
|
|
|
|
|
|
|
|
|
|
|
In
kind contribution of services
|
|
|
4,680
|
|
|
|
4,680
|
|
|
|
18,500
|
|
In-kind
contribution of interest
|
|
|
—
|
|
|
|
585
|
|
|
|
977
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in prepaid expenses
|
|
|
—
|
|
|
|
5,502
|
|
|
|
—
|
|
Increase
in accounts payable
|
|
|
5,960
|
|
|
|
—
|
|
|
|
8,827
|
|
Net
Cash Used In Operating Activities
|
|
|
(10,212
|
)
|
|
|
(8,580
|
)
|
|
|
(41,461
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from stockholder loans
|
|
|
—
|
|
|
|
6,500
|
|
|
|
25,003
|
|
Repayment
of stockholder loans
|
|
|
—
|
|
|
|
—
|
|
|
|
(25,003
|
)
|
Proceeds
from issuance of common stock
|
|
|
15,000
|
|
|
|
26,250
|
|
|
|
66,000
|
|
Net
Cash Provided by Financing Activities
|
|
|
15,000
|
|
|
|
32,750
|
|
|
|
66,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Increase in Cash
|
|
|
4,788
|
|
|
|
24,170
|
|
|
|
24,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at Beginning of Period
|
|
|
19,751
|
|
|
|
2,361
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
at End of Period
|
|
$
|
24,539
|
|
|
$
|
26,531
|
|
|
$
|
24,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow
information:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
497
|
|
Cash
paid for taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
See
accompanying notes to condensed unaudited financial statements
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF JULY 31,
2010
(UNAUDITED)
NOTE
1
|
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND
ORGANIZATION
|
(A) Basis of
Presentation
|
|
The
accompanying unaudited condensed financial statements have been prepared
in accordance with accounting principles generally accepted in The United
States of America and the rules and regulations of the Securities and
Exchange Commission for interim financial
information. Accordingly, they do not include all the
information necessary for a comprehensive presentation of financial
position and results of operations.
|
|
|
It
is management's opinion, however that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a
fair financial statements presentation. The results for the
interim period are not necessarily indicative of the results to be
expected for the year.
|
|
|
Rockford
Minerals, Inc. (an exploration stage company) (the “Company”) was
incorporated under the laws of the State of Nevada on October 29, 2007.
The Company is a natural resource exploration company with an objective of
acquiring, exploring and if warranted and feasible, developing natural
resource properties. Activities during the exploration stage include
developing the business plan and raising
capital.
|
(B) Use of
Estimates
In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
(C) Cash and Cash
Equivalents
For
purposes of the cash flow statements, the Company considers all highly liquid
investments with original maturities of three months or less at the time of
purchase to be cash equivalents.
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF JULY 31,
2010
(UNAUDITED)
(D)
Property and
Equipment, Mining Properties (Exploration and Development
Costs)
Costs of
acquiring mining properties and any exploration and development costs are
expensed as incurred unless proven and probable reserves exist and the property
is a commercially mineable property. Mine development costs incurred either to
develop new gold, silver, lead and copper deposits, expand the capacity of
operating mines, or to develop mine areas substantially in advance of current
production are capitalized. Costs incurred to maintain current production or to
maintain assets on a standby basis are charged to operations. Costs of abandoned
projects are charged to operations upon abandonment. The Company evaluates, at
least quarterly, the carrying value of capitalized mining costs and related
property, plant and equipment costs, if any, to determine if these costs are in
excess of their net realizable value and if a permanent impairment needs to be
recorded. The periodic evaluation of the carrying value of capitalized costs and
any related property, plant and equipment costs are based upon expected future
cash flows and/or estimated salvage value.
The
Company capitalizes costs for mining properties by individual property and
defers such costs for later amortization only if the prospects for economic
productions are reasonably certain.
Capitalized
costs are expensed in the period when the determination has been made that
economic production does not appear reasonably certain.
(E) Loss Per
Share
Basic
income per common share is computed based upon the weighted average common
shares outstanding as defined by FASB Accounting Standards Codification No. 260,
Earnings Per
Share
. As of July 31, 2010 and 2009 there were no common share
equivalents outstanding.
(F) Income
Taxes
The
Company accounts for income taxes under the FASB Accounting Standards
Codification No. 740,
Income
Taxes
. Under FASB Accounting Standards Codification No. 740,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. Under
FASB Accounting Standards Codification No. 740, the effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
(G) Business
Segments
The
Company operates in one segment and therefore segment information is not
presented.
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF JULY 31,
2010
(UNAUDITED)
(H) Fair Value of Financial
Instruments
The
carrying amounts of the Company’s financial instruments
including accounts payable approximate fair value due to the
relatively short period to maturity for this instrument.
As
reflected in the accompanying unaudited condensed financial statements, the
Company is in the exploration stage with no operations, has a net loss of
$69,765 since inception and has used cash from operations of $41,461 from
inception. This raises substantial doubt about its ability to continue as a
going concern. The ability of the Company to continue as a going concern is
dependent on the Company’s ability to raise additional capital and implement its
business plan. The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.
Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the Company to
continue as a going concern.
NOTE
3
|
NOTE PAYABLE -
SHAREHOLDER
|
For the
year ended October 31, 2009, a shareholder loaned $6,500 to the
Company. This loan is non interest bearing, not collateralized, and
due on demand (See Note 5).
For the
year ended October 31, 2008, a shareholder loaned $18,503 to the
Company. This loan is non interest bearing, not collateralized, and
due on demand (See Note 5).
For the
year ended October 31, 2009, a shareholder was repaid $25,500 by the Company
which included $497 of interest. The loan balance for the year ended
October 31, 2009 is $0 (See Note 5).
For the
year ended October 31, 2009 the Company recorded $977 of imputed interest
related to shareholder loans payable as an in-kind contribution (See Note
5).
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF JULY 31,
2010
(UNAUDITED)
NOTE
4
|
STOCKHOLDERS’
EQUITY/(DEFICIENCY)
|
Increase in Authorized
Shares
On August 24, 2010, the Company increased the authorized shares of
common stock from 10,000,000 to 100,000,000 shares.
Common Stock Issued for
Cash
For the
nine months ended July 31, 2010 the Company issued 1,000,000 shares of common
stock for cash of $15,000 ($0.015 per share).
For the
year ended October 31, 2009, the Company issued 3,000,000 shares of common stock
for cash of $45,000 ($0.015 per share).
For the
year ended October 31, 2008 the Company issued 6,000,000 shares of common stock
for cash of $6,000 ($0.001 per share) to its founders.
In kind contribution of
services
For the
nine months ended July 31, 2010 two shareholders of the Company contributed
services having a fair value of $4,680 (See Note 5).
For the
year ended October 31, 2009 two shareholders of the Company contributed services
having a fair value of $6,240 (See Note 5).
For the
year ended October 31, 2008 two shareholders of the Company contributed services
having a fair value of $6,240 (See Note 5).
For the
period from October 29, 2007 (inception) through October 31, 2007, the
shareholder of the Company contributed service having a fair value of $1,340
(See Note 5).
NOTE
5
|
RELATED PARTY
TRANSACTION
|
For the
year ended October 31, 2008, a shareholder loaned $18,503 to the
Company. This loan is non interest bearing, not collateralized, and
due on demand (See Note 3).
For the
year ended October 31, 2009, a shareholder loaned $6,500 to the
Company. This loan is non interest bearing, not collateralized, and
due on demand (See Note 3).
For the
year ended October 31, 2009, a shareholder was repaid $25,500 by the Company,
which included $497 on interest. The loan balance for the year ended
October 31, 2009 is $0 (See Note 3).
For the
year ended October 31, 2009 the Company recorded $977 of imputed interest
related to shareholder loans payable as an in-kind contribution (See Note
3).
For the
nine months ended July 31, 2010 two shareholders of the Company contributed
services having a fair value of $4,680 (See Note 4).
ROCKFORD
MINERALS, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED FINANCIAL STATEMENTS
AS OF JULY 31,
2010
(UNAUDITED)
For the
year ended October 31, 2009 two shareholders of the Company contributed services
having a fair value of $6,240 (See Note 4).
For the
year ended October 31, 2008 two shareholders of the Company contributed services
having a fair value of $6,240 (See Note 4).
For the
period from October 29, 2007 (inception) through October 31, 2007, the
shareholders of the Company contributed service having a fair value of $1,340
(See Note 4).
In
preparing these financial statements, we have evaluated events and transactions
for potential recognition or disclosure through September 16, 2010, the date the
financial statements were issued.
Item
14. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure.
None.
Item
15. Financial Statements and Exhibits
(a)
|
The
following financial statements of the Company have been provided in this
Form 10 registration statement:
|
|
1.
|
The
audited financial statements for its fiscal years ended October 31, 2008
and October 31, 2009; and
|
|
2.
|
The unaudited financial statements
of the Company for the nine
months ended July 31, 2009 and July 31,
2010.
|
|
1.1
|
Articles
of Incorporation filed in the State of Nevada on October 29,
2007
|
|
1.2
|
Amendment
to the Articles of Incorporation filed in the State of Nevada on August
24, 2010
|
|
3.
|
Mining
claim in Clark County, Nevada
|
|
31
|
Certification
of Stephen Dewingaerde under the Sarbanes-Oxley Act of
2002
|
|
32
|
Certification
of Stephen Dewingaerde under the Sarbanes-Oxley Act of
2002
|
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities and Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
October
4, 2010
Stephen
Dewingaerde, Director and President
Gregory
J. Neely, Director, Treasurer and Secretary