Nevada
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98-0170247
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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430 Park Avenue, Suite 702, New York, NY
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10065
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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PART I - FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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3 | |||
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Consolidated Balance Sheets
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3 | |||
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Consolidated Statements of Operations
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4 | |||
Consolidated Statements of Comprehensive Loss
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5 | ||||
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Consolidated Statements of Stockholders’ Equity (Deficit)
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6 | |||
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Consolidated Statements of Cash Flows
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7 | |||
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Notes to Consolidated Financial Statements
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8 | |||
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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16 | |||
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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21 | |||
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Item 4.
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Controls and Procedures
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21 | |||
PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings
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22 | |||
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Item 1A.
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Risk Factors
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22 | |||
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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22 | |||
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Item 6.
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Exhibits
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22 | |||
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Signatures
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24 |
June 30,
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December 31,
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|||||||
2013 | 2012 | |||||||
(unaudited)
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||||||||
ASSETS
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||||||||
Current assets
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||||||||
Cash and cash equivalents
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$ | 392,171 | $ | 513,595 | ||||
Prepaid expenses
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- | 7,562 | ||||||
Current assets of discontinued operations
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- | 800 | ||||||
Total current assets
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392,171 | 521,957 | ||||||
Long-term assets of discontinued operations
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- | 24,127 | ||||||
Mineral properties
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519,750 | 519,750 | ||||||
Total assets
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$ | 911,921 | $ | 1,065,834 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
Current liabilities
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||||||||
Accounts payable and accrued liabilities
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$ | 4,493 | $ | 17,973 | ||||
Accrued expenses - related parties
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33,733 | 9,638 | ||||||
Current liabilities of discontinued operations
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- | 12,932 | ||||||
Total current liabilities
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38,226 | 40,543 | ||||||
Long-term liabilities of discontinued operations
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- | 57,532 | ||||||
Total liabilities
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38,226 | 98,075 | ||||||
STOCKHOLDERS' EQUITY
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||||||||
Preferred stock: $0.0001 par value: Authorized: 10,000,000 shares,
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||||||||
Issued and outstanding: nil
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- | - | ||||||
Common stock: $0.00001 par value: Authorized: 200,000,000 shares,
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||||||||
Issued and outstanding: 63,075,122 shares (2012: 63,075,122)
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631 | 631 | ||||||
Additional paid-in capital
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5,463,065 | 5,462,236 | ||||||
Accumulated deficit
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(4,456,494 | ) | (4,491,004 | ) | ||||
Accumulated deficit since development stage
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(129,403 | ) | - | |||||
Accumulated other comprehensive loss
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(4,104 | ) | (4,104 | ) | ||||
Total stockholders' equity
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873,695 | 967,759 | ||||||
Total liabilities and stockholders' equity
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$ | 911,921 | $ | 1,065,834 |
From February 20, 2013
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||||||||||||||||||||
(Date of Entering
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||||||||||||||||||||
Development
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||||||||||||||||||||
For the Three Months Ended June 30,
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For the Six Months Ended June 30,
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Stage) to
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||||||||||||||||||
2013
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2012
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2013
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2012
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June 30, 2013
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||||||||||||||||
Revenue
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Expenses
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||||||||||||||||||||
Exploration expenses
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- | 8,146 | - | 11,284 | - | |||||||||||||||
General and administrative expenses
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83,358 | 69,130 | 144,230 | 149,942 | 129,403 | |||||||||||||||
Total operating expenses
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83,358 | 77,276 | 144,230 | 161,226 | 129,403 | |||||||||||||||
Net loss from continuing operations
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(83,358 | ) | (77,276 | ) | (144,230 | ) | (161,226 | ) | (129,403 | ) | ||||||||||
Discontinued operations
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||||||||||||||||||||
Income / (loss) from discontinued
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||||||||||||||||||||
oil and gas operations
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- | (662 | ) | - | 35 | - | ||||||||||||||
Gain on disposal of oil and gas operations
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- | - | 49,337 | - | - | |||||||||||||||
Income (loss) on discontinued operations
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- | (662 | ) | 49,337 | 35 | - | ||||||||||||||
Net loss
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$ | (83,358 | ) | $ | (77,938 | ) | $ | (94,893 | ) | $ | (161,191 | ) | $ | (129,403 | ) | |||||
Earnings per share - basic and diluted
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||||||||||||||||||||
Loss per common share continuing operations
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(0.00 | ) | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||||||||
Income (loss) per common share discontinued operations
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(0.00 | ) | (0.00 | ) | 0.00 | 0.00 | ||||||||||||||
Loss per common share
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
Weighted average shares outstanding
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63,075,122 | 63,075,122 | 63,075,122 | 63,075,122 |
For the Three Months Ended June 30,
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For the Six Months Ended June 30,
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|||||||||||||||
2013
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2012
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2013
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2012
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|||||||||||||
Net loss
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$ | (83,358 | ) | $ | (77,938 | ) | $ | (94,893 | ) | $ | (161,191 | ) | ||||
Other comprehensive loss
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||||||||||||||||
Foreign currency translation adjustments
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- | (135 | ) | - | (904 | ) | ||||||||||
Total comprehensive loss
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$ | (83,358 | ) | $ | (78,073 | ) | $ | (94,893 | ) | $ | (162,095 | ) |
Cumulative since
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||||||||||||||||||||||||||||
February 20, 2013
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||||||||||||||||||||||||||||
(Inception of
Development
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Accumulated
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|||||||||||||||||||||||||||
Stage)
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other
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|||||||||||||||||||||||||||
Common Stock
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Additional
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Accumulated
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Accumulated
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comprehensive
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||||||||||||||||||||||||
Shares
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Amount
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paid-in capital
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deficit
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deficit
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(loss)
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Total
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||||||||||||||||||||||
Balance, December 31, 2011
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63,075,122 | $ | 631 | $ | 5,462,236 | $ | (4,247,045 | ) | $ | - | $ | (4,104 | ) | $ | 1,211,718 | |||||||||||||
Net loss, December 31, 2012
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- | - | - | (243,959 | ) | - | - | (243,959 | ) | |||||||||||||||||||
Balance, December 31, 2012
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63,075,122 | 631 | 5,462,236 | (4,491,004 | ) | - | (4,104 | ) | 967,759 | |||||||||||||||||||
Stock based compensation
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- | - | 829 | - | - | - | 829 | |||||||||||||||||||||
Net income (loss), June 30, 2013
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- | - | - | 34,510 | (129,403 | ) | - | (94,893 | ) | |||||||||||||||||||
Balance, June 30, 2013
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63,075,122 | $ | 631 | $ | 5,463,065 | $ | (4,456,494 | ) | $ | (129,403 | ) | $ | (4,104 | ) | $ | 873,695 |
From February 20, 2013
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||||||||||||
(Date of Entering
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||||||||||||
Development
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||||||||||||
For the Six Months Ended June 30,
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Stage) to
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|||||||||||
2013
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2012
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June 30, 2013
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||||||||||
Cash flows from operating activities:
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||||||||||||
Net loss
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$ | (94,893 | ) | $ | (161,191 | ) | $ | (129,403 | ) | |||
Adjustments to reconcile net loss to
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||||||||||||
net cash flows from operating activities:
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||||||||||||
Stock based compensation expense
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829 | - | 829 | |||||||||
Impairment and depreciation
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- | 481 | - | |||||||||
Accretion of asset retirement obligation
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- | 1,468 | - | |||||||||
Gain on disposal of oil and gas properties
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(49,337 | ) | - | - | ||||||||
Changes in operating assets and liabilities:
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||||||||||||
Decrease (increase) in receivables
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800 | 9,858 | 800 | |||||||||
Decrease (increase) in prepaid expenses
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7,562 | (7,275 | ) | 5,045 | ||||||||
(Decrease) increase in accounts payable
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||||||||||||
and accrued expenses including related party payables
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10,615 | (24,797 | ) | 11,756 | ||||||||
Net cash flows from operating activities
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(124,424 | ) | (181,456 | ) | (110,973 | ) | ||||||
Cash flows from investing activities:
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||||||||||||
Acquisition of oil and gas properties
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- | (2,754 | ) | - | ||||||||
Proceeds from disposal of oil and gas properties
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3,000 | - | 3,000 | |||||||||
Net cash flows from investing activities
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3,000 | (2,754 | ) | 3,000 | ||||||||
Effect of exchange rate changes on cash and cash equivalents
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- | (904 | ) | - | ||||||||
Decrease in cash and cash equivalents
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(121,424 | ) | (185,114 | ) | (107,973 | ) | ||||||
Cash and cash equivalents, beginning of period
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513,595 | 787,771 | 500,144 | |||||||||
Cash and cash equivalents
, end of period
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$ | 392,171 | $ | 602,657 | $ | 392,171 | ||||||
Supplemental disclosure of cash flow information:
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||||||||||||
Interest paid in cash
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$ | - | $ | - | $ | - | ||||||
Income tax paid in cash
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$ | - | $ | - | $ | - |
·
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Revenue and expense items are translated at the average exchange rate for the period in which they are incurred.
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·
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Non-monetary assets and liabilities at the rate of exchange in effect on the dates the assets were acquired or the liabilities were incurred.
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·
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Monetary assets and liabilities at the exchange rate at the balance sheet date.
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(a)
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On June 8, 2011, pursuant to an asset purchase agreement, the Company paid CAD $500,000 in cash for the acquisition of EMC Metals Corp.’s 100% leasehold interest in two mining leases known as the Fostung Property. The Fostung Property consists of two contiguous claim blocks of 30 claims totaling 485 hectors. The nine claims covered by Mining Lease 108592 expire on October 31, 2031. The twenty-one claims covered by Mining Lease 108847 have been extended by the Ministry of Northern Development, Mines and Forestry (“MNDMF”) through March 31, 2032. The Fostung Property is located in Foster Township, Sudbury Mining Division, Ontario, Canada. It is approximately 8 kilometers southeast of the town of Espanola and 70 kilometers west-southwest of the town of Sudbury. An excellent all-weather gravel road extends from Espanola, crossing the property and providing access to the west bay of Lake Panache.
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A production bonus in the amount of CAD $500,000 is payable to Breakwater Resources Ltd. by the Company within thirty business days following the commencement of commercial production from the property. A 1% net smelter return royalty on the property is also payable to Breakwater Resources Ltd. by the Company. No capitalized costs have been amortized as of June 30, 2013. The Company did not incur any impairment of these capitalized costs through June 30, 2013.
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(b)
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The Fostung Property also consists of four unpatented mining claims, located in Foster Township in the Sudbury Mining Division, Ontario, Canada, comprised of 26 claim units, were recorded in the name of Fostung Resources Ltd. on June 7, 2011. Two of the four mining claim blocks consisting of two contiguous claims are located to the north east of the structural trend in the two contiguous claim blocks of 30 claims referred to in (a) above. Two of the four mining claim blocks consisting of two contiguous claims are located to the south west of the structural trend in the two contiguous claim blocks of 30 claims referred to in (a) above. Each of the four claims had an expiration date of June 7, 2013. On July 18, 2013, we filed an application for relief from forfeiture with the MNDMF to renew the leases. The aggregate amount required to be expended in order to renew the four claims is CAD $10,400.
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Options
Outstanding
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Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life (Years)
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Aggregate
Intrinsic Value
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||||||
Balance, December 31, 2012
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-
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$
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-
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-
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$
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-
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|||
Option granted
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350,000
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0.72
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|||||||
Options cancelled
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-
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-
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|||||||
Options exercised
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-
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-
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|||||||
Balance June 30, 2013
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350,000
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$
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0.72
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10
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$
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-
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|||
Exercisable at June 30, 2013
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-
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2013
|
||||
Weighted average risk-free interest rate
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0.62% | |||
Expected life in years
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10 Years
|
|||
Weighted Avg Expected volatiltiy
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87.1% | |||
Expected dividend yield
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$0 |
(a)
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On June 8, 2011, pursuant to an asset purchase agreement, the Company paid CAD $500,000 in cash for the acquisition of EMC Metals Corp’s. 100% leasehold interest in two mining leases known as the Fostung Property. The Fostung Property consists of two contiguous claim blocks of 30 claims totaling 485 hectors. The nine claims covered by Mining Lease 108592 expire on October 31, 2031. The twenty-one claims covered by Mining Lease 108847 have been extended by the Ministry of Northern Development, Mines and Forestry (“MNDMF”) through March 31, 2032. The Fostung Property is located in Foster Township, Sudbury Mining Division, Ontario, Canada. It is approximately 8 kilometers southeast of the town of Espanola and 70 kilometers west-southwest of the town of Sudbury. An excellent all-weather gravel road extends from Espanola, crossing the property and providing access to the west bay of Lake Panache.
|
|
A production bonus in the amount of CAD $500,000 is payable to Breakwater Resources Ltd. by us within thirty business days following the commencement of commercial production from the property. A 1% Net Smelter Return royalty on the property is also payable to Breakwater Resources Ltd. by us. No capitalized costs have been amortized as of June 30, 2013. We did not incur any impairment of these capitalized costs through June 30, 2013.
|
(b)
|
The Fostung Property also consists of four unpatented mining claims, located in Foster Township in the Sudbury Mining Division, Ontario, Canada, comprised of 26 claim units, were recorded in the name of Fostung Resources Ltd. on June 7, 2011. Two of the four mining claim blocks consisting of two contiguous claims are located to the north east of the structural trend in the two contiguous claim blocks of 30 claims referred to in (a) above. Two of the four mining claim blocks consisting of two contiguous claims are located to the south west of the structural trend in the two contiguous claim blocks of 30 claims referred to in (a) above. On July 18, 2013, we filed an application for relief from forfeiture with the MNDMF to renew the leases. The aggregate amount required to be expended in order to renew the four claims is CAD $10,400.
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Exhibit No.
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Description of Exhibit
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3.1
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Articles of incorporation (exhibit 3.1). S-8 filing dated October 3, 2003.
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3.2
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Bylaws (exhibit 3.2). S-8 filing dated October 3, 2003.
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4.1
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Series A Common Stock Purchase Warrant (exhibit 4.1). Form 8-K filed Jul 18, 2013.
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10.1
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Janus Resources, Inc. 2013 Long-Term Incentive Plan (exhibit 10.1) Form 8-K filed June 18, 2013.
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10.2
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Form of Nonstatutory Stock Option Agreement (exhibit 10.2). Form 8-K filed June 26, 2013.
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10.3
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Employment Agreement between Janus Resources, Inc. and Rhonda B. Rosen dated as of June 20, 2013 (exhibit 10.3). Form 8-K filed June 26, 2013.
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10.4
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Nonstatutory Stock Option Agreement between Janus Resources, Inc. and Rhonda B. Rosen dated as of June 20, 2013 (exhibit 10.4). Form 8-K filed June 26, 2013.
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10.5
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Asset Purchase Agreement between Janus Resources, Inc. and
Jörg Gerlach, MD, PhD, dated as of June 21, 2013 (exhibit 10.1).
Form 8-K filed July 18, 2013.
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10.6
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Finder’s Agreement between Janus Resources, Inc. and Vector Asset Management, Inc. dated as of August 13, 2013.*
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31.1
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Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
.*
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31.2
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Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
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101.INS**
|
XBRL Instance Document
|
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101.SCH**
|
XBRL Taxonomy Extension - Schema Document
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101.CAL**
|
XBRL Taxonomy Extension - Calculation Linkbase Document
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101.DEF**
|
XBRL Taxonomy Extension - Definition Linkbase Document
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101.LAB**
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XBRL Taxonomy Extension - Label Linkbase Document
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101.PRE**
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XBRL Taxonomy Extension - Presentation Linkbase Document
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Janus Resources, Inc.
(Registrant)
|
|||
Date: August 14, 2013
|
By: |
/s/ Rhonda B. Rosen
|
|
|
Name: |
Rhonda B. Rosen
|
|
Title: |
President and Chief Executive Officer
(Principal Executive Officer)
|
||
Date: August 14, 2013
|
By: |
/s/ Janet Bien
|
|
|
Name: |
Janet Bien
|
|
Title: |
Chief Financial Officer
(Principal Financial Officer)
|
Janus Resources, Inc. | |||
|
By:
|
/s/ Rhonda B. Rosen | |
Name: | Rhonda B. Rosen | ||
Title: |
President & Chief Executive Officer
|
Vector Asset Management, Inc. | |||
|
By:
|
/s/ Jatinder S. Bhogal | |
Name: | Jatinder S. Bhogal | ||
Title: |
President & Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Janus Resources, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) ) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 14, 2013
|
By:
|
/s/ Rhonda B. Rosen
|
|
Name: |
Rhonda B. Rosen
|
||
Title: |
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Janus Resources, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) ) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 14, 2013
|
By:
|
/s/ Janet Bien
|
|
Name: | Janet Bien | ||
Title: |
Chief Financial Officer
(Principal Financial Officer)
|
JANUS RESOURCES, INC.
|
|||
Date: August 14, 2013
|
By:
|
/s/ Rhonda B. Rosen
|
|
Name: |
Rhonda B. Rosen
|
||
Title: |
President and Chief Executive Officer
(Principal Executive Officer)
|
Date: August 14, 2013
|
By:
|
/s/ Janet Bien
|
|
Name: |
Name: Janet Bien
|
||
Title: |
Chief Financial Officer
(Principal Financial Officer)
|