FIGO VENTURES, INC. |
(Exact name of Registrant as specified in its charter) |
Nevada
|
1000
|
90-0338080
|
||
(State or other jurisdiction of incorporation or organization)
|
(Primary Standard Industrial Classification Code Number)
|
(I.R.S. Employer Identification Number)
|
3270 Electricity Drive
Windsor, Ontario
Canada N8W 5JL
|
(address of principal executive offices)
|
Empire Stock Transfer Inc.
1859 Whitney Mesa
Dr.
Henderson, NV 89014
|
(Name and address of agent for service of process)
|
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement . |
Large accelerated filer o | Accelerated filer o | ||
Non-accelerated filer o | Smaller reporting company x |
CALCULATION OF REGISTRATION FEE
|
||||||||||||||||
TITLE OF EACH
CLASS OF
SECURITIES
TO BE
REGISTRATION
|
AMOUNT TO BE REGISTERED
(1)
|
PROPOSED
MAXIMUM
OFFERING
PRICE
PER SHARE
(2)
|
PROPOSED
MAXIMUM
AGGREGATE
OFFERING PRICE
|
AMOUNT OF
REGISTERED FEE
|
||||||||||||
Common Stock
|
22,500,000 | $ | 0.32 | $ | 7,200,000.00 | $ | 927.36 |
(1)
|
Represents 22,500,000 shares of the company’s common stock issuable upon conversion of Convertible Promissory Notes, issued by the Company in favor of three note holders (the “Convertible Notes”), in the principal amount of $45,000.
|
(2)
|
Calculated in accordance with Rule 457(c) of the Securities Act, based upon the average high and low prices reported on the OTCPink on April 10, 2013.
|
|
Page
|
Summary
|
3
|
Risk Factors
|
4
|
Risk Factors
|
4
|
Forward-Looking Statements
|
10
|
Use of Proceeds
|
10
|
Determination of Offering Price
|
10
|
Selling Shareholders
|
10
|
Plan of Distribution
|
11
|
Description of Securities
|
12
|
Interest of Named Experts and Counsel
|
14
|
Description of Business
|
14
|
Description of Property
|
20
|
Legal Proceedings
|
21
|
Market for Common Equity and Related Stockholder Matters
|
21
|
Financial Statements
|
23 |
Management Discussion and Analysis of Financial Condition and Results of Operations
|
24
|
Changes in and Disagreements with Accountants
|
24
|
Directors and Executive Officers
|
24
|
Executive Compensation
|
25
|
Security Ownership of Certain Beneficial Owners and Management
|
27
|
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
|
27
|
Certain Relationships and Related Transactions
|
28
|
Available Information
|
28
|
Dealer Prospectus Delivery Obligation
|
28
|
Other Expenses of Issuance and Distribution
|
II-1
|
Indemnification of Directors and Officers
|
II-1
|
Recent Sales of Unregistered Securities
|
II-2
|
Exhibits
|
II-2
|
Undertakings
|
II-2
|
Signatures
|
II-4
|
Securities Being Offered
|
Up to 22,500,000 shares of our common stock underlying convertible promissory notes. We issued three convertible promissory notes on November 1, 2013 for a total of $45,000. The notes mature on November 30, 2015 and accrue interest at a rate of 12% per annum. The note principal and accrued interest are convertible at a price of $.00225 per share.
|
|
|
Offering Price
|
The offering price of the common stock is $0.001 per share. Our common stock is quoted under the symbol “FIGO” on the OTCPink operated by OTC Markets Group, Inc. Our reporting is presently not current and we have a “limited information” designation attached to our symbol.
Upon the effectiveness of the registration statement of which this prospectus is a part, we intend to apply for a symbol to quote on the OTCQB and/or OTCBB through a market maker that is a licensed broker dealer, to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934.
|
Securities Issued and to be Issued
|
53,370,951 shares of our common stock are issued and outstanding as of the date of this prospectus. Upon the completion of this offering, if the convertible promissory notes are converted to common stock and the maximum number of shares of common stock is sold in this offering, the purchasers of 22,500,000 shares of our common stock will own 29% of the issued and outstanding shares of our common stock.
|
|
|
Use of Proceeds
|
We will not receive any proceeds from the sale of the common stock by the selling shareholders.
|
Summary Financial Information
|
|
|
||||||
|
|
|
||||||
Balance Sheet Data
|
As of
July 31, 2013
(Derived from Audited
Financial Statements)
|
As of
January 31, 2014
(Derived from Audited
Financial Statements)
|
||||||
Cash
|
$ | 0 | $ | 0 | ||||
Total Assets
|
$ | 0 | $ | 50,000 | ||||
Liabilities
|
$ | 1,979 | $ | 16,736 | ||||
Total Stockholders’ Equity (Deficit)
|
$ | (1,979 | ) | $ | 33,264 |
Statement of Operations
|
For the year
ended July 31, 2012
(Derived from Audited
Financial Statements)
|
For the year
ended July 31, 2013
(Derived from Audited
Financial Statements)
|
For the
Six Months
Ended
January 31,
2014
(Derived from
unaudited
Financial
Statements)
|
For the period from
March 26,
2004 to
January 31, 2014
(Derived from unaudited
Financial Statements)
|
||||||||||||
Revenue
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
(Loss) for the Period
|
$ | (315,557 | ) | $ | (5,779 | ) | $ | (14,757 | ) | $ | (391,543 | ) |
●
|
terrorism;
|
●
|
hostage taking;
|
●
|
military repression;
|
●
|
extreme fluctuations in currency exchange rates;
|
●
|
high rates of inflation;
|
●
|
labor unrest;
|
●
|
the risks of war or civil unrest;
|
●
|
expropriation and nationalization;
|
●
|
uncertainty as to the outcome of any litigation in foreign jurisdictions;
|
●
|
uncertainty as to enforcement of local laws;
|
●
|
environmental controls and permitting;
|
●
|
restrictions on the use of land and natural resources;
|
●
|
renegotiation or nullification of existing concessions;
|
●
|
licenses;
|
●
|
permits and contracts;
|
●
|
illegal mining;
|
●
|
changes in taxation policies;
|
●
|
restrictions on foreign exchange and repatriation;
|
●
|
corruption;
|
●
|
unstable legal systems;
|
●
|
changing political conditions; and
|
●
|
changes in mining policies.
|
●
|
government regulations with respect to, but not limited to, restrictions on production, price controls, exchange controls, export controls, currency remittance, income or other taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety; and
|
●
|
the lack of certainty with respect to foreign legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law.
|
1.
|
the number of shares beneficially owned by each prior to this Offering;
|
2.
|
the total number of shares that are to be offered by each;
|
3.
|
the total number of shares that will be beneficially owned by each upon completion of the Offering;
|
4.
|
the percentage owned by each upon completion of the Offering; and
|
5.
|
the identity of the beneficial holder of any entity that owns the shares.
|
Beneficial Ownership
Before Offering
(1)
|
Number of Shares
|
Beneficial Ownership
After Offering
(1)
|
||||||||||||||||||
Name Of Selling Security Holder
(1)
|
Number of
Shares
|
Percent
(2)
|
Being
Offered
|
Number of
Shares
|
Percent
(2)
|
|||||||||||||||
Realty Capital Management
(3)
|
0 | * | 11,250,000 | 0 | 0 | |||||||||||||||
Saint Jude Capital Management Inc.
(4)
|
0 | * | 6,248,055 | 0 | 0 | |||||||||||||||
Augustus Management Ltd.
(5)
|
0 | * | 5,001,945 | 0 | 0 | |||||||||||||||
* | 0 | 0 | ||||||||||||||||||
TOTAL
|
0 | 22,500,000 |
*
|
Represents less than 1%.
|
(1)
|
As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
|
(2)
|
Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 53,370,951 shares of common stock issued and outstanding on April 14, 2014.
|
(3)
|
Realty Capital Management is beneficially owned by Julius Csurgo.
|
(4)
|
Saint Jude Capital Management Inc. is beneficially owned by Johnny Figliolini.
|
(5)
|
Augustus Management Ltd. is beneficially owned by Torey Gault.
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
●
|
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
|
●
|
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
●
|
privately negotiated transactions;
|
●
|
broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
|
●
|
a combination of any such methods of sale; or
|
●
|
any other method permitted pursuant to applicable law.
|
1
|
The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title;
|
|
2
|
The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series;
|
3
|
Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
|
|
4
|
Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines;
|
|
5
|
Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
|
|
6
|
Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
|
|
7
|
The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series;
|
|
8
|
Any other relative rights, preferences and limitations of that series
|
Vein 1
|
||||||||||||||||||||||||||||
Resources
|
Medium Dip
|
Actual Area (m
2
)
|
Thickness (m)
|
Volume (m
3
)
|
Density
G=2.6 g/cm
3
|
Gold Grade
Au (g/ton)
|
Gold Qty (Oz)
|
|||||||||||||||||||||
Measured
|
85 | 256,234,388 | 0.25 | 64,058 | 166,552.1 | 45 | 237,931.6 | |||||||||||||||||||||
Indicated
|
85 | 381,328,252 | 0.25 | 95,332 | 247,863.2 | 45 | 354,090.3 | |||||||||||||||||||||
Inferred
|
85 | 378,160,866 | 0.25 | 94,540 | 245,804 | 45 | 311,158.6 | |||||||||||||||||||||
TOTAL
|
7,590,772,818 | 253,930 | 660,219.3 | 943,170.4 | ||||||||||||||||||||||||
Vein 2
|
||||||||||||||||||||||||||||
Resources
|
Medium Dip
|
Actual Area (m
2
)
|
Thickness (m)
|
Volume (m
3
)
|
Density
G=2.6 g/cm
3
|
Gold Grade
Au (g/ton)
|
Gold Qty (Oz)
|
|||||||||||||||||||||
Measured
|
85 | 14,972,759 | 0.45 | 6,737.74 | 17,518.13 | 7.93 | 4,410.12 | |||||||||||||||||||||
Indicated
|
85 | 28,499,103 | 0.45 | 12,824.59 | 33,343.95 | 7.93 | 8,394.21 | |||||||||||||||||||||
TOTAL
|
43,471,862 | 19,562.34 | 50,862.08 | 12,804.33 |
Units
|
Unit Cost
|
Total
|
|||||||||||
Flights for crew
|
4 |
Flights
|
$ | 3,000.00 | $ | 12,000.00 | |||||||
Crew Accommodations
|
8 |
Man Days
|
$ | 250.00 | $ | 2,000.00 | |||||||
Crew Per Diems
|
16 |
Man Days
|
$ | 75.00 | $ | 1,200.00 | |||||||
Opening crew, tools, groceries etc…
|
1 |
|
$ | 17,500.00 | $ | 17,500.00 | |||||||
Camp Opening
|
20 |
Man Days
|
$ | 495.00 | $ | 9,900.00 | |||||||
Groceries Camp Set up
|
20 |
Man Days
|
$ | 85.00 | $ | 1,700.00 | |||||||
Camp Rental (includes pacto toilet block)
|
90 |
Days
|
$ | 1,845 | $ | 166,050.00 | |||||||
Firearm
|
90 |
Days
|
$ | 25 | $ | 2,250.00 | |||||||
Generator (26Kw)
|
90 |
Days
|
$ | 55 | $ | 4,950.00 | |||||||
Camp ATV Trailer
|
90 |
Days
|
$ | 150 | $ | 13,500.00 | |||||||
Iridium Phone
|
90 |
Days
|
$ | 10 | $ | 900.00 | |||||||
Total Camp Set Up
|
|
$ | 231,950.00 |
Camp Manager
|
90 |
Days
|
$ | 495.00 | $ | 44,550.00 | |||||||
Asst Manager
|
90 |
Days
|
$ | 450.00 | $ | 40,500.00 | |||||||
Cook/Medic
|
90 |
Days
|
$ | 465.00 | $ | 41,850.00 | |||||||
2nd Cook/Medic
|
90 |
Days
|
$ | 435.00 | $ | 39,150.00 | |||||||
Local Hire Kitchen Help
|
90 |
Days
|
$ | 360.00 | $ | 32,400.00 | |||||||
Local Core Cutters
|
90 |
Days
|
$ | 300.00 | $ | 27,000.00 | |||||||
Total Camp Labor
|
|
$ | 225,450.00 | ||||||||||
|
|
||||||||||||
Manager Rotations
|
1 |
Flights
|
$ | 3,000.00 | $ | 3,000.00 | |||||||
Manager Accommodations
|
2 |
Man Days
|
$ | 250.00 | $ | 500.00 | |||||||
Manager Per Diems
|
2 |
Man Days
|
$ | 75.00 | $ | 150.00 | |||||||
Cook Rotations
|
2 |
Flights
|
$ | 3,000.00 | $ | 6,000.00 | |||||||
Cook Travel Accommodations
|
4 |
Man Days
|
$ | 250.00 | $ | 1,000.00 | |||||||
Cook Per Diems
|
4 |
Man Days
|
$ | 75.00 | $ | 300.00 | |||||||
Total Transport
|
|
$ | 10,950.00 |
Communications
|
|
|
|
|
|||||||||
Phone, Internet and Sat TV
|
90 |
Days
|
$ | 215.00 | $ | 19,350.00 | |||||||
Tech for Startup
|
5 |
Days
|
$ | 850.00 | $ | 4,250.00 | |||||||
Tech Flights
|
1 |
Flights
|
$ | 3,000.00 | $ | 3,000.00 | |||||||
Tech Hotels
|
2 |
Nights
|
$ | 250.00 | $ | 500.00 | |||||||
Tech Per Diems
|
2 |
Man Days
|
$ | 75.00 | $ | 150.00 | |||||||
Total Communications
|
|
$ | 27,250.00 | ||||||||||
|
|
||||||||||||
Fuel
|
|
||||||||||||
Diesel
|
40 |
Drums
|
$ | 318.55 | $ | 12,742.00 | |||||||
Propane
|
45 |
Bottles
|
$ | 180.00 | $ | 8,100.00 | |||||||
Gasoline
|
20 |
Drums
|
$ | 295.00 | $ | 5,900.00 | |||||||
Fuel Mobilization Flights
|
1 |
Flights
|
$ | 4,500.00 | $ | 4,500.00 | |||||||
Fuel Mobilization Flights
|
1 |
Flights
|
$ | 2,245.00 | $ | 2,245.00 | |||||||
Fuel Mobilization Flights
|
1 |
Flights
|
$ | 4,200.00 | $ | 4,200.00 | |||||||
Fuel Total
|
|
$ | 37,687.00 | ||||||||||
|
|
||||||||||||
Misc Camp
|
|
||||||||||||
Food
|
3,150 |
Man Days
|
$ | 45.00 | $ | 141,750.00 | |||||||
Pacto Supplies
|
90 |
Days
|
$ | 65.00 | $ | 5,850.00 | |||||||
Generator Oil
|
4 |
Pails
|
$ | 155.00 | $ | 620.00 | |||||||
First Aid Equipment
|
90 |
Days
|
$ | 95.00 | $ | 8,550.00 | |||||||
Misc Camp Total
|
|
$ | 156,770.00 |
Sub Total
|
$ | 690,057.00 | ||
Admin Fees
|
$ | 35,000.00 | ||
Total
|
$ | 725,057.00 |
●
|
Ministry of Mines and Energy (“MME”).
|
●
|
NGEOMINAS (Colombian Institute of Geology and Mining): The MME had delegated the administration of mineral resources to INGEOMINAS and some Department (Provincial) Mining Delegations. INGEOMINAS has two departments, the Geological Survey, and the Mines Department which is responsible for all mining contracts except where responsibility for the administration has been passed to the Departmental (Provincial) Mining Delegations.
|
●
|
Departmental Mining Delegations (Gobernaciones Delegadas): Administers mining contracts in the Departments with the most mining activity.
|
●
|
Mining Energy Planning Unit (UPME): Provides technical advice to the MME regarding planning for the development of the mining and energy sector and maintains the System of Colombian Mining Information (SIMCO).
|
Fiscal Year Ending July 31, 2013
|
||||||||
Quarter Ended
|
|
High $
|
|
Low $
|
||||
July 31, 2013
|
|
|
.125
|
.125
|
|
|||
April 30, 2013
|
|
|
.175
|
.175
|
|
|||
January 31, 2013
|
|
|
.2125
|
.2125
|
|
|||
October 31, 2012
|
|
|
.40
|
.125
|
|
Fiscal Year Ending July 31, 2012
|
||||||||
Quarter Ended
|
High $ |
Low $
|
||||||
July 31, 2012
|
.015 | .015 | ||||||
April 30, 2012
|
.10 | .10 | ||||||
January 31, 2012
|
.20 | .10 | ||||||
October 31, 2011
|
.225 | .175 |
1.
|
we would not be able to pay our debts as they become due in the usual course of business, or;
|
2.
|
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
Balance Sheets - January 31, 2014, July 31, 2013 and July 31, 2012
|
F-2
|
Statements of Operations for the years ended July 31, 2013 and 2012
|
F-3
|
Statements of Operations for the six months ended January 31, 2014 and the period from May 26, 2004 (Inception) through January 31, 2014
|
F-4
|
Statements of Cash Flows for the years ended July 31, 2013 and 2012
|
F-5
|
Statements of Cash Flows for the six months ended January 31, 201 and the period from May 26, 2004 (Inception) through January 31, 2014
|
F-6
|
Statement of Changes in Stockholders Equity (Deficit) from May 26, 2004 (Inception) through January 31, 2014
|
F-7
|
Notes to Financial Statements
|
F-8
|
Assets
|
January 31, 2014
|
July 31, 2013
|
July 31, 2012
|
|||||||||
Mineral properties
|
$ | 50,000 | $ | - | $ | - | ||||||
Total Assets
|
$ | 50,000 | $ | - | $ | - | ||||||
Liabilities and Stockholders' Deficit
|
||||||||||||
Current Liabilities
|
||||||||||||
Accounts payable and accrued liabilities
|
$ | 3,341 | $ | 1,979 | $ | 2,200 | ||||||
Promissory notes
|
8,000 | - | - | |||||||||
Total Current Liabilities
|
11,341 | 1,979 | 2,200 | |||||||||
Long Term Liabilities
|
||||||||||||
Convertible promissory notes, net of discount(Original Note Amount $45,000 and discount $39,605 at January 31,2014)
|
5,395 | - | - | |||||||||
Total Liabilities
|
16,736 | 1,979 | 2,200 | |||||||||
Commitments and Contingencies
|
||||||||||||
Stockholders' Equity (Deficit)
|
||||||||||||
Preferred stock, par value $.001; 10,000,000, 10,000,000 and 0 shares authorized; none issued and outstanding at January 31, 2014, July 31, 2013 and 2012, respectively
|
- | - | - | |||||||||
Common stock, par value $.001; 250,000,000, 90,000,000 and 100,000,000 shares authorized; 53,570,880, 3,570,880 and 1,370,880 shares issued and outstanding at January 31, 2014, July 31, 2013 and 2012, respectively
|
53,571 | 3,571 | 1,371 | |||||||||
Additional paid in capital
|
416,236 | 371,236 | 367,436 | |||||||||
Deficit accumulated during exploration stage
|
(391,543 | ) | 376,786 | ) | 371,007 | ) | ||||||
Treasury stock - 200,000 shares at cost
|
(45,000 | ) | - | - | ||||||||
Total Stockholders' Equity (Deficit)
|
33,264 | (1,979 | ) | (2,200 | ) | |||||||
Total Liabilities and Stockholders' Equity (Deficit)
|
$ | 50,000 | $ | - | $ | - |
Years Ended July 31,
|
||||||||
2013
|
2012
|
|||||||
Sales
|
$ | - | $ | - | ||||
Selling, general and administrative expenses
|
5,779 | 950 | ||||||
Loss from operations
|
(5,779 | ) | (950 | ) | ||||
Other (income) expense
|
||||||||
Debt extinguishment income
|
- | (316,507 | ) | |||||
Interest Expense
|
- | - | ||||||
Total other (income) expense
|
- | (316,507 | ) | |||||
Net income (loss)
|
$ | (5,779 | ) | $ | 315,557 | |||
Income (loss) Per Common Share - Basic and diluted
|
$ | (0.00 | ) | $ | 0.23 | |||
Weighted Average Shares Outstanding
|
3,058,551 | 1,370,880 |
Six Months Ended January 31,
2014
|
Period from Inception
(May 26, 2004) to January 31, 2014
|
|||||||
Sales
|
$ | - | $ | - | ||||
Selling, general and administrative expenses
|
8,000 | 422,846 | ||||||
Loss from operations
|
(8,000 | ) | (422,846 | ) | ||||
Other (income) expense
|
||||||||
Debt extinguishment income
|
- | (316,507 | ) | |||||
Interest expense
|
1,362 | 279,809 | ||||||
Amortization of debt discount
|
5,395 | 5,395 | ||||||
Total other (income) expense
|
6,757 | (31,303 | ) | |||||
Net loss
|
$ | (14,757 | ) | $ | (391,543 | ) | ||
Loss Per Common Share - Basic and diluted
|
$ | (0.00 | ) | |||||
Weighted Average Shares Outstanding
|
13,539,358 |
Years Ended July 31,
|
||||||||
2013
|
2012
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net income (loss)
|
$ | (5,779 | ) | $ | 315,557 | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities
|
||||||||
Debt extinguishment income
|
- | (316,507 | ) | |||||
Increase (decrease) in:
|
||||||||
Accounts payable and accrued liabilities
|
(221 | ) | 950 | |||||
Net Cash Used In Operating Activities
|
(6,000 | ) | - | |||||
Cash Flows From Financing Activities:
|
||||||||
Proceeds from the sale of common stock
|
6,000 | - | ||||||
Net Cash Provided by Financing Activities
|
6,000 | - | ||||||
Net change in cash
|
- | - | ||||||
Cash at beginning of period
|
- | - | ||||||
Cash at end of period
|
$ | - | $ | - | ||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for interest
|
$ | - | $ | - | ||||
Cash paid for taxes
|
$ | - | $ | - |
For the Six Months Ended
January 31, 2014
|
For the period from Inception
(May 26, 2014)
to
January 31, 2014
|
|||||||
Cash Flows From Operating Activities:
|
||||||||
Net loss
|
$ | (14,757 | ) | $ | (391,543 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||
Debt extinguishment income
|
- | (316,507 | ) | |||||
Amortization of debt discount
|
5,395 | 5,395 | ||||||
Common stock issued for mineral property costs
|
- | 500 | ||||||
Changes in:
|
||||||||
Prepaid expenses
|
- | (24,681 | ) | |||||
Accounts payable and accrued liabilities
|
- | 47,551 | ||||||
Accrued interest expense
|
1,362 | 279,809 | ||||||
Net Cash Used In Operating Activities
|
(8,000 | ) | (399,476 | ) | ||||
Cash Flows From Financing Activities:
|
||||||||
Proceeds from the sale of common stock
|
- | 100,000 | ||||||
Due to related party
|
- | 6,476 | ||||||
Proceeds from convertible promissory notes
|
45,000 | 330,000 | ||||||
Proceeds from promissory notes
|
8,000 | 8,000 | ||||||
Net Cash Provided by Financing Activities
|
53,000 | 444,476 | ||||||
Cash Flows From Financing Activities:
|
||||||||
Purchase of 200,000 shares of treasury stock
|
(45,000 | ) | (45,000 | ) | ||||
Net Cash Used in Investing Activities
|
(45,000 | ) | (45,000 | ) | ||||
Net change in cash
|
- | - | ||||||
Cash at beginning of period
|
- | - | ||||||
Cash at end of period
|
$ | - | $ | - | ||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid for interest
|
$ | - | $ | - | ||||
Cash paid for taxes
|
$ | - | $ | - | ||||
Supplemental disclosures of non-cash investing and financing
activities:
|
||||||||
Increase in debt discount due to beneficial conversion feature
|
$ | 45,000 | $ | 45,000 | ||||
Shares issued for mineral property lease assumption
|
$ | 50,000 | $ | 50,000 |
Common Stock
|
Additional
Paid-In
|
Accumulated
|
Treasury
|
Stockholders'
Equity
|
||||||||||||||||||||
Shares
|
Amount
|
Capital |
Deficit
|
Stock
|
(Deficit) | |||||||||||||||||||
Balance May 26, 2004 (Inception)
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Capital stock issued for cash
|
||||||||||||||||||||||||
June, 2004 at $.004167
|
720,000 | 720 | 2,280 | - | - - | 3,000 | ||||||||||||||||||
June, 2004 at $.041667
|
432,000 | 432 | 17,568 | - | - | 18,000 | ||||||||||||||||||
July, 2004 at $.20833
|
48,000 | 48 | 9,952 | - | - | 10,000 | ||||||||||||||||||
Capital stock issued for mineral property
|
120,000 | 120 | 380 | - | - | 500 | ||||||||||||||||||
Net loss, May 26, 2004 (Inception) to July 31, 2004
|
- | - | - | (4,064 | ) | - | (4,064 | ) | ||||||||||||||||
Capital stock issued for cash
|
||||||||||||||||||||||||
August, 2004 at $1.04167
|
2,880 | 3 | 2,997 | - | - | 3,000 | ||||||||||||||||||
Net loss, year ended July 31, 2005
|
- | - | - | (21,511 | ) | - | (21,511 | ) | ||||||||||||||||
Capital stock issued for cash
|
||||||||||||||||||||||||
July, 2006 at $1.25
|
48,000 | 48 | 59,952 | - | - | 60,000 | ||||||||||||||||||
Net loss, year ended July 31, 2006
|
- | - | - | (36,042 | ) | - | (36,042 | ) | ||||||||||||||||
Beneficial conversion feature of convertible debt
|
- | - | 174,307 | - | - | 174,307 | ||||||||||||||||||
Net loss, year ended July 31, 2007
|
- | - | - | (197,161 | ) | (197,161 | ) | |||||||||||||||||
Beneficial conversion feature of convertible debt
|
- | - | 100,000 | - | - | 100,000 | ||||||||||||||||||
Net loss, year ended July 31, 2008
|
- | - | - | (369,352 | ) | - | (369,352 | ) | ||||||||||||||||
Inactive August 1, 2008 to July 31, 2011
|
||||||||||||||||||||||||
Net income, year ended July 31, 2012
|
- | - | - | 315,557 | - | 315,557 | ||||||||||||||||||
Balance, July 31, 2012
|
1,370,880 | 1,371 | 367,436 | (371,007 | ) | - | (2,200 | ) | ||||||||||||||||
Common stock issued for cash at $.00011 per share
|
2,200,000 | 2,200 | 3,800 | - | - | 6,000 | ||||||||||||||||||
Net loss, year ended July 31, 2013
|
- | - | - | (5,779 | ) | - | (5,779 | ) | ||||||||||||||||
Balance, July 31, 2013
|
3,570,880 | 3,571 | 371,236 | (376,786 | ) | - | (1,979 | ) | ||||||||||||||||
Acquisition of treasury shares at $0.225 per share
|
(200,000 | ) | - | - | - | (45,000 | ) | (45,000 | ) | |||||||||||||||
Beneficial conversion feature on convertible promissory notes
|
- | - | 45,000 | - | - | 45,000 | ||||||||||||||||||
Common stock issued in exchange for lease assumption
|
50,000,000 | 50,000 | - | - | - | 50,000 | ||||||||||||||||||
Net loss, six months ended January 31, 2014
|
- | - | - | (14,757 | ) | - | (14,757 | ) | ||||||||||||||||
Balance, January 31, 2014
|
53,370,880 | $ | 53,571 | $ | 416,236 | $ | (391,543 | ) | $ | (45,000 | ) | $ | 33,264 |
January 31,
2014
|
July 31,
2013
|
July 31,
2012
|
||||||||||
Convertible Debt
|
20,000,000 | - | - | |||||||||
Total common stock equivalents
|
20,000,000 | - | - |
Name
|
Age
|
Position(s) and Office(s) Held
|
||
Ania Wlodarkiewicz
|
28 |
President, Chief Executive Officer,
Chief Financial Officer, and Director
|
||
David Young
|
62 |
Vice President of Mining Operations and Director
|
SUMMARY COMPENSATION TABLE
|
||||||||||||||||||||||||||||||||||||
Name and
principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||||
Ania Wlodarkiewicz, President, CEO, CFO, and director
|
2013
2012
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
|||||||||||||||||||||||||||
David Young, Vice President of Mining Operations and director
|
2013
2012
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
||||||||||||||||||||||||||||||||||||
OPTION AWARDS
|
STOCK AWARDS
|
|||||||||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or Shares
of
Stock That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Shares or
Other
Rights
That Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Shares or
Other
Rights
That
Have Not
Vested
(#)
|
|||||||||||||||||||||||||||
Ania Wlodarkiewicz
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
David Young
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Title of class
|
Name and address of beneficial owner
|
Amount of
beneficial
ownership
|
Percent
of class
|
|||||||
Common
|
Ania Wlodarkiewicz
3270 Electricity Drive
Windsor, Ontario
Canada N8W 5JL
|
2,000,000 | 3.7 | % | ||||||
Common
|
David Young
3270 Electricity Drive
Windsor, Ontario
Canada N8W 5JL
|
0 | 0 | % | ||||||
Common
|
Total all executive officers and directors
|
2,000,000 | 3.7 | % | ||||||
Common
|
Other 5% Shareholders
|
|||||||||
Common
|
CGM Resources Limited
242 Dundonald St.
Fredericton, NB E3B1W9
|
50,000,000 | 93.6 | % |
Securities and Exchange Commission registration fee
|
$ | 927.36 | ||
Federal Taxes
|
$ | 0 | ||
State Taxes and Fees
|
$ | 0 | ||
Listing Fees
|
$ | 0 | ||
Printing and Engraving Fees
|
$ | 0 | ||
Transfer Agent Fees
|
$ | 250 | ||
Accounting fees and expenses
|
$ | 10,000 | ||
Legal fees and expenses
|
$ | 10,000 | ||
Total
|
$ | 21,177.36 |
1
|
a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
|
|
2
|
a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
|
|
3
|
a transaction from which the director derived an improper personal profit; and
|
|
4
|
willful misconduct.
|
1
|
such indemnification is expressly required to be made by law;
|
|
2
|
the proceeding was authorized by our Board of Directors;
|
|
3
|
such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or;
|
|
4
|
such indemnification is required to be made pursuant to the bylaws.
|
Exhibit Number
|
Description
|
|
3.1
|
Articles of Incorporation
|
|
3.2
|
By-laws
|
|
5.1
|
Opinion of Cane Clark LLP
|
|
10.1
|
Lease Assumption Agreement
|
|
23.1
|
Consent of Independent Registered Public Accounting Firm
|
|
23.2
|
Consent of Cane Clark LLP (included in Exhibit 5.1).
|
FIGO VENTURES, INC.
|
|||
By:
|
/s/ Ania Wlodarkiewicz | ||
Ania Wlodarkiewicz | |||
Chief Executive Officer Chief Financial Officer, Principal Accounting Officer, and Director |
By:
|
/s/ Ania Wlodarkiewicz | ||
Ania Wlodarkiewicz | |||
Chief Executive Officer Chief Financial Officer, Principal Accounting Officer, and Director |
By:
|
/s/ David Young | ||
David Young | |||
VP of Mining Operations and Director |
Signature of Officer:
|
________________________
|
Name of Officer:
|
Ania Wlodarkiewicz
|
Position of Officer:
|
CEO
|
Cane Clark llp
|
3273 E. Warm Springs
Las Vegas, NV 89120
|
||||
Kyleen E. Cane*
|
Bryan R. Clark^
|
Telephone: 702-312-6255
|
|||
Joe Laxague
|
Scott P. Doney
|
Facsimile: 702-944-7100
|
|||
Christopher T. Clark
|
Email: sdoney@caneclark.com
|
Sugar Land, Texas
|
||
April 14, 2014
|