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| LVCA.OB > SEC Filings for LVCA.OB > Form 8-K/A on 22-Oct-2009 | All Recent SEC Filings |
22-Oct-2009
Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
KILIMANJARO MINING COMPANY INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
June 30, December 31,
2009 2008
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and bank balances $ 222,379 $ 122,970
Accounts receivable 10,000 -
Advances to related party 155,614 1,580,654
Total Current Assets 387,993 1,703,624
PROPERTY AND EQUIPMENT, NET 8,377 8,896
DUE FROM RELATED PARTY 3,500 53,500
LONG-TERM INVESTMENTS 4,955,659 1,650,000
TOTAL ASSETS $ 5,355,529 $ 3,416,020
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LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 2,041 $ 5,310
Acquisition liabilities - current portion 1,751,415 -
Accrued expenses - 125,000
Total Current Liabilities 1,753,456 130,310
NONCURRENT LIABILITIES
Long-term liabilities - Acquisition 3,173,432 -
Total Noncurrent Liabilities 3,173,432 -
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value;
100,000,000 shares authorized
31,377,958 and 22,130,340
shares issued and outstanding,
respectively 31,378 22,130
Additional paid-in capital 4,285,847 2,928,049
Subscription receivable (23,275) (13,275)
Accumulated deficit during exploration
stage (8,312,914) (1,301,164)
Accumulated other comprehensive income 4,447,605 1,649,970
Total Stockholders' Equity (Deficit) 428,641 3,285,710
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY (DEFICIT) $ 5,355,529 $ 3,416,020
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The accompanying notes are an integral part of these financial statements
KILIMANJARO MINING COMPANY INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three For the Three For the Six For the Six Period from
Month Period Month Period Month Period Month Period December 11, 2006
Ended Ended Ended Ended (Inception) to
June 30, 2009 June 30, 2008 June 30, 2009 June 30, 2008 June 30, 2009
REVENUE $ - $ - $ - $ 15,900
OPERATING EXPENSES
General and administrative
expenses 741,452 145,784 844,960 283,451 2,154,444
Amortization and Depreciation 582 - 1,156 - 3,735
Mineral interests acquisition
costs 6,175,634 - 6,175,634 - 6,175,634
Total operating expense 6,917,667 145,784 7,021,750 283,451 8,333,813
LOSS FROM OPERATIONS (6,917,667) (145,784) (7,021,750) (283,451) (8,317,913)
OTHER INCOME(LOSS)
Gain(loss) on Long-term
Investments 10,000 10,000 - 5,000
Total other income(loss) 10,000 - 10,000 - 5,000
LOSS BEFORE TAXES (6,907,667) (145,784) (7,011,750) (283,451) (8,312,913)
INCOME TAX EXPENSE (BENEFIT) - - - - -
NET LOSS $ (6,907,667) $ (145,784) $ (7,011,750) $ (283,451) $ (8,312,913)
OTHER COMPREHENSIVE INCOME(LOSS)
Unrealized holding gain on
investment 2,527,635 1,890,000 2,797,635 1,950,000 4,447,605
NET COMPREHENSIVE INCOME (LOSS) $ (4,380,032) $ 1,744,216 $ (4,214,115) $ 1,666,549 $ (3,865,308)
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED $ (0.25) $ (0.01) $ (0.28) $ (0.01)
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING,
BASIC AND DILUTED 27,201,887 20,586,713 25,323,118 20,510,405
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The accompanying notes are an integral part of these financial statements
KILIMANJARO MINING COMPANY INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Six For the Six Period from
Month Period Month Period December 11, 2006
Ended Ended (Inception) to
June 30, 2009 June 30, 2008 June 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (7,011,750) $ (283,451) $ (8,312,913)
Adjustments to reconcile net loss
to net cash
Amortization and depreciation 1,156 - 3,735
Share payment for mineral interest
acquisition costs 258,813 258,813
Share payment for consulting
services 758,232 758,232
Net Gain on sale of investment (10,000) - (10,000)
Provided (used) by operating
activities:
Decrease(Increase) in Advances
to Related Party 1,421,040 (323,159) (155,614)
Decrease(Increase) in Due from
Related Party 50,000 - (3,500)
Increase(Decrease) in Accounts
payable (3,269) (28,408) 2,041
Increase in Accounts payable -
Acquisition 1,751,415 1,751,415
Increase in Long-term
liabilities - Acquisition 3,173,432 3,173,432
Decrease in Accrued
compensation expenses (125,000) -
Net cash used by operating
activities 264,069 (635,018) (2,534,359)
CASH FLOWS PROVIDED BY INVESTING
ACTIVITIES
Acquisition of property, plant,
and equipment (636) (3,146) (12,112)
Acquisition of long-term
investment (508,024) (5,000) (508,054)
(508,660) (8,146) (520,166)
CASH FLOWS PROVIDED BY FINANCING
ACTIVITIES
Proceeds from issuance of stock 344,000 167,950 3,276,904
Net cash provided by financing
activities 344,000 167,950 3,276,904
Net increase in cash and cash
equivalents 99,409 (475,215) 222,379
Cash at beginning of period 122,970 616,688 -
Cash at end of period $ 222,379 $ 141,473 $ 222,379
SUPPLEMENTAL CASH DISCLOSURES:
Income taxes paid $ - $ - $ -
Interest paid $ - $ - $ -
NON-CASH INVESTING AND FINANCING
ACTIVITIES:
Stock issued for subscription $ 10,000 $ - $ 23,275
receivable
Receivable exchanged for Long-term $ 10,000 $ - $ 10,000
investment
Investment acquired through payable $ - $ 30 $ 30
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The accompanying notes are an integral part of these financial statements
KILIMANJARO MINING COMPANY INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2008
NOTE 1 - DESCRIPTION OF BUSINESS
Kilimanjaro Mining Company Inc. (hereinafter "the Company") was incorporated December 11, 2006 under the laws of the State of Nevada.
The Company's administrative office is located in Carson City, Nevada. The Company's year-end is December 31.
The principal business of the Company is to search for mineral deposits or reserves which are not in either the development or production stage. The Company is an exploration stage corporation that intends to conduct exploration activities on gold and uranium properties located in Tanzania.
The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the Company's audited financial statements for the year ended December 31, 2008, included in the Company's Form 10-K filing. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the six month period ended June 30, 2009 are not necessarily indicative of the results that may be expected for the full year.
The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from the estimates and assumptions and could have a material effect on the reported amounts of the Company's financial position and results of operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
This summary of significant accounting policies of Kilimanjaro Mining Company Inc are presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity.
These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
KILIMANJARO MINING COMPANY INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2008
Accounting Method
The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
short-term debt with original maturities of three months or less to be
equivalent.
Derivative Instruments
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" (hereinafter "SFAS No. 133"), as amended by SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB No. 133", and SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities", and SFAS No. 149,
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities".
These statements establish accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities.
If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.
At June 30, 2009, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.
Earnings Per Share
The Company has adopted Statement of Financial Accounting Standards No. 128,
which provides for calculation of "basic" and "diluted" earnings per share.
Basic earnings per share includes no dilution and is computed by dividing net
income (loss) available to common shareholders by the weighted average common
shares outstanding for the period. Diluted earnings per share reflect the
potential dilution of securities that could share in the earnings of an entity
similar to fully diluted earnings per share. Basic and diluted losses per share
were the same, at the reporting dates, as there were no common stock equivalents
outstanding.
Exploration Stage
The Company has been in an exploration stage since its formation and has not
realized any revenues from operations. It is primarily engaged in searching for
mineral deposits or reserves which are not in either the development or
production stage.
KILIMANJARO MINING COMPANY INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2008
Fair Value of Financial Instruments
SFAS No. 157, Fair Value Measurements ("SFAS 157"), defies fair value,
establishes a framework for measuring fair value in accordance with generally
accepted accounting principles, and expands disclosures about fair value
measurements.
SFAS 157 establishes a three-tier fair value hierarchy which prioritizes the
inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
Level 2. Inputs, other than the quoted prices in active markets, that are
observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which
require the reporting entity to develop its own assumptions.
The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2009.
Going Concern
As shown in the accompanying financial statements, the Company had an
accumulated deficit incurred through June 30, 2009. The Company has limited
revenues, limited cash and losses from operations. Management intends to seek
additional capital from new equity securities offerings that will provide funds
needed begin the exploration for mining projects. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence. The Company
expects to be able to control its cash outflows based upon funds received.
Impairment of Long-Lived Assets
SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets"
establishes a single accounting model for long-lived assets to be disposed of by
sale including discontinued operations. SFAS No. 144 requires that these
long-lived assets be measured at the lower of the carrying amount or fair value
less cost to sell, whether reported in continuing operations or discontinued
operations. The Company has adopted SFAS No. 144 and evaluates its long-term
assets annually for impairment.
Income Taxes
Income taxes are provided based upon the liability method of accounting pursuant
to Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" (hereinafter "SFAS No.109"). Under this approach, deferred income taxes
are recorded to reflect the tax consequences in future years of differences
between the tax basis of assets and liabilities and their financial reporting
amounts at each year-end. A valuation allowance is recorded against deferred tax
assets if management does not believe the Company has met the "more likely than
not" standard imposed by SFAS No. 109 to allow recognition of such an asset.
KILIMANJARO MINING COMPANY INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2008
Investments
Investments consist of equity securities of publicly held companies. The Company
classifies investments as available for sale under Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investment in Debt and
Equity Securities." Investments are carried at fair market value, which is based
on quoted market prices. Unrealized holding gains and losses are included as a
component of accumulated other comprehensive income (loss), net of related
deferred income taxes, unless a permanent impairment in value has occurred,
which is then charged to operations. Realized gains and losses from the sale of
available for sale securities are determined on a specific identification basis.
Dividend and interest income is recognized as earned. Investments have been
classified as non-current assets in the accompanying financial statement due to
management's current intent to hold such investments.
Use of Estimates
The process of preparing financial statements in conformity with accounting
principles generally accepted in the United States of America requires the use
of estimates and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.
Mineral Properties
Both costs of acquiring mineral properties and costs to maintain the mineral
rights and leases are expensed as incurred. When a property reaches the
production stage, the related capitalized costs will be amortized, using the
units of production method on the basis of periodic estimates of ore reserves.
New Accounting Pronouncements
In June 2009, the FASB issued SFAS No. 168, "FASB Accounting Standards
Codification" (Codification) as the single source of authoritative
nongovernmental U.S. GAAP to be launched on July 1, 2009. The Codification does
not change current U.S. GAAP, but is intended to simplify user access to all
authoritative U.S. GAAP by providing all the authoritative literature related to
a particular topic in one place. All existing accounting standard documents will
be superseded and all other accounting literature not included in the
Codification will be considered nonauthoritative. The Codification is effective
for interim and annual periods ending after September 15, 2009. The Codification
is for disclosure only and will not impact our financial condition or results of
operations. We are currently evaluating the impact to our financial reporting
process of providing Codification references in our public filings.
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167). SFAS 167 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. SFAS 167 will become effective for our fiscal year beginning November 15, 2009. We are currently evaluating the effect the adoption of SFAS 167 will have on our Consolidated Financial Statements.
In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets - an amendment of FASB Statement No. 140". This statement requires additional disclosures concerning a transferor's continuing involvement with transferred financial assets. SFAS No. 166 eliminates the
KILIMANJARO MINING COMPANY INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2008
concept of a "qualifying special-purpose entity" and changes the requirements for derecognizing financial assets. SFAS No. 166 is effective for fiscal years beginning after November 15, 2009. We are currently evaluating the impact that the adoption of SFAS No. 166 will have on our financial statements.
In May 2009, the FASB issued Statement of SFAS No. 165, Subsequent Events. This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. This Statement is effective for interim and annual periods ending after June 15, 2009 and as such, we adopted this standard in the first quarter of fiscal year 2010. The Company's adoption of SFAS 165 did not have a material impact on the interim or annual consolidated financial statements or the disclosures in those financial statements.
NOTE 3 - ADVANCES RELATED PARTY
The Company advanced funds to Geo Can Resources to find mineral property interest in Tanzania. As of June 30, 2008, the company advanced $156,000 to GeoCan Resources Company. The advances bear no interest and are due on demand.
NOTE 4 - PROPERTY AND EQUIPMENT
At June 30, 2009, property and equipment consisted of the following:
As at 6/30/2009 As at 12/31/2008
Accumulated Net Book Accumulated Net Book
Category Cost Amortization Value Cost Amortization Value
Computers &
Software $ 12,112 $ 3,735 $ 8,377 $ 11,476 $ 2,580 $ 8,896
$ 12,112 $ 3,735 $ 8,377 $ 11,476 $ 2,580 $ 8,896
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Depreciation expenses for the six month ended June 30, 2009 and 2008 are $1,155 and nil, respectively.
NOTE 5 - RELATED PARTY TRANSACTIONS
On May 6, Lake Victoria Mining Company paid $50,000 to the Company which reduced the total outstanding load amount to $3,500. This loan is noncollateralized and due on demand.
NOTE 6 - LONG-TERM INVESTMENT
On March 21, 2007, the company purchased 3,000,000 restricted common shares at $0.00001 per share from Lake Victoria Mining Company in the total consideration of $30. As of June 30, 2009, the Company has not paid $30 to Lake Victoria Mining Company. As of June 30, 2009, the fair market value of the investment in Lake Victoria Mining Company was $1,590,000.
KILIMANJARO MINING COMPANY INC.
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2008
On May 5, 2009, the Company signed assets purchase agreement with Geo Can Resources. The Company received 6,350,300 restricted common shares of Lake Victoria at a fair value of $539,140. As of June 30, 2009, the fair market value of shares was $2,857,635.
On May 15, 2009, the Company signed an agreement for private sale of shares with Hampton Park Capital LLC. The Company sold 5,000,000 common shares of Kibo resources to Hampton Park in the total consideration of $10,000. The payment shall be settled on or before October 30, 2009.
Securities classified as available for sale are reported at fair value utilizing Level 1 inputs. For these securities, the Company obtains fair value from active markets.
The following table presents information about the Company's assets measured at fair value on a recurring basis as of December 31, 2008 and 2007, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value.
Fair Value Measurements
At June 30, 2009, Using
Quoted Prices
. . .
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