UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended
August
31, 2010
¨
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from ______ to______.
SUPATCHA
RESOURCES INC.
(Exact
name of registrant as specified in Charter)
Nevada
|
333-153293
|
98-0593835
|
(State or other jurisdiction of
|
(Commission File No.)
|
(IRS Employee Identification No.)
|
incorporation or organization)
|
|
`
|
1400
16th Street, Suite 400
Denver,
CO 80202
(Address
of principal executive offices)
(303)
552-0480
(Issuer
Telephone number)
(Former Name or Former Address if Changed Since Last Report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2)has been subject to such filing requirements for the past 90
days.
Yes
x
No
¨
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
Yes
¨
No
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer” in Rule
12b-2 of the Exchange Act (Check one):
Large Accelerated Filer
¨
|
Accelerated Filer
¨
|
Non-Accelerated Filer
¨
|
Smaller Reporting Company
x
|
Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes
x
No
o
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of November 11, 2010: 61,000,000 shares of Common Stock.
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
FINANCIAL
STATEMENTS
AUGUST
31, 2010
(STATED
IN U.S. DOLLARS)
(Unaudited)
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
CONTENTS
PAGE
|
3
|
CONDENSED
BALANCE SHEETS AS OF AUGUST 31, 2010 (UNAUDITED) AND FEBRUARY 28,
2010
|
|
|
|
PAGE
|
4
|
CONDENSED
STATEMENTS OF OPERATIONS FOR THREE MONTHS ENDED AUGUST 31, 2010
(UNAUDITED) AND 2009, FOR SIX MONTHS ENDED AUGUST 31, 2010 (UNAUDITED) AND
2009, AND FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO
AUGUST 31, 2010 (UNAUDITED)
|
|
|
|
PAGE
|
5
|
CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD
FROM AUGUST 21, 2007 (INCEPTION) TO AUGUST 31, 2010
(UNAUDITED)
|
|
|
|
PAGE
|
6
|
CONDENSED
STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED AUGUST 31, 2010 AND
2009, AND FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO
AUGUST 31, 2010 (UNAUDITED)
|
|
|
|
PAGES
|
7-10
|
NOTES
TO CONDENSED UNAUDITED
FINANCIAL
STATEMENTS
|
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
BALANCE SHEETS
(STATED
IN U.S. DOLLARS)
|
|
August
31,
|
|
|
February 28,
|
|
|
|
2010
|
|
|
2010
|
|
|
|
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
Cash
|
|
$
|
2,231,732
|
|
|
$
|
2,331
|
|
Prepaids
|
|
|
4,295
|
|
|
|
5,180
|
|
Total
Current Assets
|
|
|
2,236,027
|
|
|
|
7,511
|
|
|
|
|
|
|
|
|
|
|
OTHER
ASSETS
|
|
|
|
|
|
|
|
|
Mineral
property interests
|
|
|
2,500,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
4,736,027
|
|
|
$
|
7,511
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
(DEFICIENCY)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
9,481
|
|
|
$
|
10,807
|
|
Due
to related party
|
|
|
35,950
|
|
|
|
26,850
|
|
|
|
|
45,431
|
|
|
|
37,657
|
|
|
|
|
|
|
|
|
|
|
OTHER
LIABILITIES
|
|
|
|
|
|
|
|
|
Debenture
Loan
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
5,045,431
|
|
|
|
37,657
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY (DEFICIENCY)
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.001 par value, 1,000,000 shares
|
|
|
|
|
|
|
|
|
authorized,
none issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common
stock, $0.001 par value, 69,000,000 shares
|
|
|
|
|
|
|
|
|
authorized,
61,000,000 and 61,000,000 shares issued and
outstanding, respectively
|
|
|
61,000
|
|
|
|
61,000
|
|
Additional
paid in capital
|
|
|
16,985
|
|
|
|
14,576
|
|
Accumulated
deficit during exploration stage
|
|
|
(387,389
|
)
|
|
|
(105,722
|
)
|
Total
Stockholders’ Equity (Deficiency)
|
|
|
(309,404
|
)
|
|
|
(30,146
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
|
|
$
|
4,736,027
|
|
|
$
|
7,511
|
|
See
accompanying notes to unaudited financial statements
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
STATEMENTS OF OPERATIONS
(UNAUDITED)
(STATED
IN U.S. DOLLARS)
|
|
For
the Three
|
|
|
For
the Three
|
|
|
For
the Six
|
|
|
For
the Six
|
|
|
For
the Period
|
|
|
|
Months
|
|
|
Months
|
|
|
Months
|
|
|
Months
|
|
|
From
August
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
21,
2007
|
|
|
|
August
31,
|
|
|
August
31,
|
|
|
August
31,
|
|
|
August
31,
|
|
|
(Inception)
to
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
August
31, 2010
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting and auditing fees
|
|
$
|
15,827
|
|
|
$
|
5,861
|
|
|
$
|
18,227
|
|
|
$
|
11,745
|
|
|
$
|
65,440
|
|
Consulting fees
|
|
|
76,159
|
|
|
|
-
|
|
|
|
76,159
|
|
|
|
-
|
|
|
|
81,159
|
|
Exploration costs and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
|
114,762
|
|
|
|
1,300
|
|
|
|
114,762
|
|
|
|
1,300
|
|
|
|
127,398
|
|
General and administrative
|
|
|
26,231
|
|
|
|
1,578
|
|
|
|
29,494
|
|
|
|
3,102
|
|
|
|
45,521
|
|
Listing and filing fees
|
|
|
595
|
|
|
|
873
|
|
|
|
4,655
|
|
|
|
991
|
|
|
|
13,076
|
|
Legal fees
|
|
|
7,385
|
|
|
|
2,500
|
|
|
|
8,385
|
|
|
|
2,500
|
|
|
|
24,810
|
|
Investor
relations
|
|
|
15,000
|
|
|
|
-
|
|
|
|
29,985
|
|
|
|
-
|
|
|
|
29,985
|
|
Total Operating
Expenses
|
|
|
255,959
|
|
|
|
12,112
|
|
|
|
281,667
|
|
|
|
19,638
|
|
|
|
387,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM
|
|
|
(255,959
|
)
|
|
|
(12,112
|
)
|
|
|
(281,667
|
)
|
|
|
(19,638
|
)
|
|
|
(387,389
|
)
|
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
BEFORE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PROVISION FOR
INCOME
|
|
|
(255,959
|
)
|
|
|
(12,112
|
)
|
|
|
(281,667
|
)
|
|
|
(19,638
|
)
|
|
|
(387,389
|
)
|
TAXES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(255,959
|
)
|
|
$
|
(12,112
|
)
|
|
|
(281,667
|
)
|
|
|
(19,638
|
)
|
|
$
|
(387,389
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share - basic and
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
(0.00
|
)
|
|
|
|
|
diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
shares
outstanding during the
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
period
– basic and diluted
|
|
|
61,000,000
|
|
|
|
61,000,000
|
|
|
|
61,000,000
|
|
|
|
61,000,000
|
|
|
|
|
|
See
accompanying notes to the unaudited Financial Statements
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
FOR
THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO AUGUST 31, 2010
(STATED
IN U.S. DOLLARS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Deficit During
|
|
|
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Exploration
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stage
|
|
|
Total
|
|
Common
stock issued to founders
for
cash($0.001 per share)
|
|
|
-
|
|
|
$
|
-
|
|
|
|
32,500,000
|
|
|
$
|
32,500
|
|
|
$
|
(26,000
|
)
|
|
$
|
-
|
|
|
$
|
6,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($0.01
per share)
|
|
|
-
|
|
|
|
-
|
|
|
|
28,500,000
|
|
|
|
28,500
|
|
|
|
28,500
|
|
|
|
-
|
|
|
|
57,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount
on sale of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,071
|
)
|
|
|
-
|
|
|
|
(1,071
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period from August 21,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007(inception)
to February29, 2008
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(13,196
|
)
|
|
|
(13,196
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
February 29, 2008
|
|
|
-
|
|
|
|
-
|
|
|
|
61,000,000
|
|
|
|
61,000
|
|
|
|
1,429
|
|
|
|
(13,196
|
)
|
|
|
49,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution of services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(52,083
|
)
|
|
|
(52,083
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
February 28, 2009
|
|
|
-
|
|
|
|
-
|
|
|
|
61,000,000
|
|
|
|
61,000
|
|
|
|
7,429
|
|
|
|
(65,279
|
)
|
|
|
3,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution of services and interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,147
|
|
|
|
-
|
|
|
|
7,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(40,443
|
)
|
|
|
(40,443
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
February 28, 2010
|
|
|
-
|
|
|
|
-
|
|
|
|
61,000,000
|
|
|
|
61,000
|
|
|
|
14,576
|
|
|
|
(105,722
|
)
|
|
|
(30,146
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution of services and interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,409
|
|
|
|
-
|
|
|
|
2,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(25,708
|
)
|
|
|
(25,708
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
May 31, 2010
|
|
|
-
|
|
|
|
-
|
|
|
|
61,000,000
|
|
|
|
61,000
|
|
|
|
16,985
|
|
|
$
|
(131,430
|
)
|
|
$
|
(53,445
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution of services and interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(255,959
|
)
|
|
|
(255,959
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE,
AUGUST 31,
2010
( UNAUDITED
)
|
|
|
-
|
|
|
$
|
-
|
|
|
|
61,000,000
|
|
|
$
|
61,000
|
|
|
$
|
16,985
|
|
|
$
|
(387,389
|
)
|
|
$
|
(309,404
|
)
|
See
accompanying notes to the unaudited Financial Statements.
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
(STATED
IN U.S. DOLLARS)
|
|
|
|
|
|
|
|
For the Period
|
|
|
|
For the Six
|
|
|
For the Six
|
|
|
From August 21,
|
|
|
|
Months
Ended
|
|
|
Months
Ended
|
|
|
2007 (Inception)
|
|
|
|
August
31,
|
|
|
August
31 ,
|
|
|
To
August 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
$
|
(281,667
|
)
|
|
$
|
(19,638
|
)
|
|
$
|
(387,389
|
)
|
In-kind
contribution of services and interest
|
|
|
2,409
|
|
|
|
3,000
|
|
|
|
15,556
|
|
Changes
in operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid
expenses
|
|
|
885
|
|
|
|
-
|
|
|
|
(4,295
|
)
|
Accounts
payable and accrued expenses
|
|
|
619
|
|
|
|
5,087
|
|
|
|
9,481
|
|
Net
Cash Used in Operating Activities
|
|
|
(277,754
|
)
|
|
|
(11,551
|
)
|
|
|
(366,647
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Due
to related party
|
|
|
9,100
|
|
|
|
5,000
|
|
|
|
35,950
|
|
Debenture
loan proceeds
|
|
|
5,000,000
|
|
|
|
|
|
|
|
5,000,000
|
|
Issuance
of common shares
|
|
|
-
|
|
|
|
-
|
|
|
|
62,429
|
|
Net
Cash Provided By Financing Activities
|
|
|
5,009,100
|
|
|
|
5,000
|
|
|
|
5,098,379
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
of mineral property interests
|
|
|
(2,500,000)
|
|
|
|
-
|
|
|
|
(2,500,000)
|
|
Net
Cash Used for Investing Activities
|
|
|
(2,500,000)
|
|
|
|
-
|
|
|
|
(2,500,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH
|
|
|
2,231,346
|
|
|
|
(6,551
|
)
|
|
|
2,231,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AT BEGINNING OF PERIOD
|
|
|
386
|
|
|
|
8,469
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AT END OF PERIOD
|
|
$
|
2,231,732
|
|
|
$
|
1,918
|
|
|
$
|
2,231,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash
paid for taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
See
accompanying notes to the unaudited Financial Statements.
SUPATCHA
RESOURCES INC.
|
(AN
EXPLORATION STAGE COMPANY)
|
NOTES TO CONDENSED UNAUDITED
FINANCIAL STATEMENTS
|
AUGUST
31, 2010
|
(STATED
IN U.S. DOLLARS)
|
NOTE
1
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND
ORGANIZATION
|
(A)
Organization
Supatcha
Resources Inc. (an exploration stage company) (the “Company”) was incorporated
under the laws of the State of Nevada on August 21, 2007. The Company is a
natural resource exploration company with an objective of acquiring, exploring
and if warranted and feasible, developing natural resource
properties.
(B)
Basis of Presentation
The
accompanying unaudited 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.
(C) 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 the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(D)
Mineral Properties
Pursuant
to ASC 360, the recoverability of the acquisition costs associated with the
purchase of mineral rights presumes to be insupportable prior to determining the
existence of a commercially minable deposit and have to be expensed. As of
August 31, 2010, the Company had expensed $127,398
related to the mineral
rights acquisition and exploration costs since inception.
(E)
Loss Per Share
Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by ASC 260, “Earnings Per Share.” As of
August 31, 2010 and 2009, there were no common share equivalents
outstanding.
(F) Foreign
Currency Translation
In
accordance with ASC 830 "Foreign Currency Translation", the Company has
determined that its functional currency is the United States
Dollar.
(G)
Business Segments
The
Company operates in one segment and therefore segment information is not
presented.
SUPATCHA
RESOURCES INC.
|
(AN
EXPLORATION STAGE COMPANY)
|
NOTES
TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
|
AUGUST
31, 2010
|
(STATED
IN U.S. DOLLARS)
|
(H)
Income Taxes
The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“ASC 740”). Under ASC 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 ASC 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.
(I)
Cash and Cash Equivalents
Cash and
cash equivalents are highly liquid investments, such as term deposits with major
financial institutions, having a maturity of three months or less at
acquisition, that are readily convertible to contracted amounts of
cash.
Bonanza
Property
Pursuant
to a mineral property purchase and sale agreement dated October 22, 2007, the
Company acquired a 100% interest in the 9 Units Mineral Claim, known as the
Bonanza Mineral Claim, located in the Greenwood Mining Division of British
Columbia, Canada, for a purchase price of $6,500.
Barlevskoye
and Vynohradiv Properties
On
February 16, 2010, the Company has entered into a letter of intent, and on April
5, 2010 signed a definitive agreement to acquire a 90% interest in the
Barlevskoye and Vynohradiv Gold licenses in the Southwest Ukraine. Under the
proposed terms, the Company will pay $7,500,000 and will issue 500,000 common
shares to Poltavas Capital Management Ltd. as consideration for the 90%
interest in the properties held by way of two special permissions issued by the
Government of Ukraine. As of August 31, 2010, $2,000,000 has been
spent towards this acquisition.
SUPATCHA
RESOURCES INC.
|
(AN
EXPLORATION STAGE COMPANY)
|
NOTES
TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
|
AUGUST
31, 2010
|
(STATED
IN U.S. DOLLARS)
|
Maiskoe
Property
On April
30, 2010, the Company entered in the letter of intent with Derzhnagldo
Polymetals to acquire 98% interest in the mining claims of their property in
Southern Ukraine. The agreement is binding and subject to a number of
conditions, including financing and due diligence.
Under the
proposed terms, the Company will pay a total of $3,500,000 of which $200,000
will be paid as a non-refundable deposit, with the balance to be paid within 45
days of the signing of the Letter of Intent (the payment terms were extended)
after which the Company will own 98% of the mine (including all of the capital
equipment) and the mineral concessions. The Company has also agreed to invest a
further US$2,800,000 in expanding the current operation over the next year. The
deal is subject to due diligence period during which time the Company will carry
out additional surface sampling and a limited diamond drill
program. As of August 31, 2010, $500,000 has been spent towards this
acquisition.
NOTE
3
|
STOCKHOLDERS’
EQUITY (DEFICIENCY)
|
On
October 15, 2007, the Company issued 32,500,000 shares of common stock at par
value to its founders for cash of $6,500 ($0.001 par value per
share).
On
December 12, 2007, the Company issued 28,500,000 shares of common stock for cash
of $57,000. The discount of $1,071 on sale of shares was recognized due to
currency rate fluctuations.
On May
17, 2010, the Board of Directors approved a 5 for 1 forward stock split for all
shareholders of the Company as of June 30, 2010. All share and per share amounts
have been retroactively restated to reflect this stock split.
As of
August 31, 2010, the Company’s officers contributed rent, administrative
expenses and interest expense with a fair value of $15,556 to the Company since
inception (See Note 4).
As of
August 31, 2010, the Company’s officers contributed rent, administrative
expenses and interest expense with a fair value of $15,556 to the Company since
inception (See Note 3).
As of
August 31, 2010, the Company’s former President and current stockholder loaned
the Company $6,150. This amount is unsecured, bears no interest and is due on
demand.
During
the period ended August 31, 2010, the Company’s President loaned the Company $0.
The total balance owed to the President as of August 31, 2010 is $29,800. This
amount is unsecured, bears no interest and is due on demand.
b) On
April 7, 2010, the Company announced the execution of an agreement with Melco
Investments, Ltd. (“MIL”), providing for a $10,000,000 financing. This financing
is in the form of a convertible debenture with terms stipulating an interest
rate of 8% and a loan repayment term of 24 months from the date of execution of
the agreement, by way of cash or through the conversion of shares of the
Company’s stock. The repayment terms of the financing are amenable to
the Company’s property development schedule and to future financings plans to
retire the debt.
The
securities potentially offered to the investor, under the terms of the
financing, will not be registered under the Securities Act of 1933 as amended
(the "Act"), and may not be offered or sold in the United States absent of
registration, or an applicable exemption from registration, under the
Act
As of
August 31, 2010, $5,000,000 of the proceeds have been received the
Company.
SUPATCHA
RESOURCES INC.
|
(AN
EXPLORATION STAGE COMPANY)
|
NOTES
TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
|
AUGUST
31, 2010
|
(STATED
IN U.S. DOLLARS)
|
NOTE
6
|
CONCENTRATION
OF CREDIT RISK
|
The
Company maintains its operating cash balances in banks located in US financial
institutions. The Federal Depository Insurance Corporation (FDIC) insures
accounts at each institution up to $250,000.
The
accompanying financial statements included herein have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. The Company has accumulated a
deficit of $387,389 and has used cash from operations of $366,647 since
inception, has yet to achieve profitable operations and further losses are
anticipated in the development of its business, raising substantial doubt about
the Company’s ability to continue as a going concern. Its ability to continue as
a going concern is dependent upon the ability of the Company to generate
profitable operations in the future and/or to obtain the necessary financing to
meet its obligations and repay its liabilities arising from normal business
operations when they come due. These financial statements do not include any
adjustments to the amounts and classification of assets and liabilities that may
be necessary should the Company be unable to continue as a going concern. The
Company anticipates that additional funding will be in the form of equity
financing from the sale of common stock. The Company may also seek to obtain
short-term loans from the directors of the Company. There can be no assurance
that the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward
Looking Information and Cautionary Statements
When used
in this report on Form 10-Q, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify forward-looking regarding events, conditions, and financial
trends that may affect the Company's future plans of operations, business
strategy, operating results, and financial position. Persons reviewing this
report are cautioned that any forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties and those actual
results may differ materially from those included within the forward-looking
statements as a result of various factors.
Condition
and Results of Operation, and also include general economic factors and
conditions that may directly or indirectly impact the Company's financial
condition or results of operations.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance,
or achievements. Moreover, we do not assume responsibility for the accuracy and
completeness of such forward-looking statements. We are under no duty to update
any of the forward-looking statements after the date of this report to conform
such statements to actual results.
Plan
of Operation
We are an
exploration stage company. We have not yet started operations or generated or
realized any revenues from our business operations.
Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months unless we obtain additional capital to cover our financial
obligations. This is because we have not generated any revenues and no revenues
are anticipated until we identify minerals worthy of exploration and begin
removing and selling such minerals. Accordingly, we must raise cash from sources
other than the sale of minerals found on the property. We have negotiated a
source of debt financing to fund our operations and development, but the Company
will not receive any proceeds from this financing source until the next fiscal
year. Our other sources for cash at this time are loans from related parties and
additional sales of common stock. Our success or failure will be determined by
what additional financing we obtain and what we find under the
ground.
If we
find mineralized material and it is economically feasible to remove the
mineralized material, we will attempt to raise additional money through a
subsequent private placement, public offering or through loans. If we do not
have enough money to complete our exploration of the property, we will have to
find alternative sources, like a second public offering, a private placement of
securities, or loans from our officers or others.
Our
officers and directors are unwilling to make any commitment to loan us any money
except to cover expenses relating to reclamation if materialized material is not
found at this time. At the present time, we have made arrangements to raise
additional cash financing, but this financing is subject to availability from
the prospective lender and their due diligence of our prospective
projects. If we need additional cash and can't raise it, we will
either have to suspend activities until we do raise the cash, or cease
activities entirely. Other than as described in this paragraph, we have no other
financing plans.
Even if
we continue with the Bonanza mineral claim and complete our current
exploration program and it is successful in identifying a mineral deposit, we
will have to spend substantial funds on further drilling and engineering studies
before we will know if we have a commercially viable mineral deposit, a
reserve. Additionally, the Company has committed to the purchase and
development of several other mineral properties located in the Ukraine, which
are contingent upon the availability of financing proceeds.
We will
be conducting research in the form of exploration of the property. Our
exploration program is explained in as much detail as possible in the business
section of this prospectus. We are not going to buy or sell any plant or
significant equipment during the next twelve months. We will not buy any
equipment until we have located a reserve and we have determined it is
economical to extract the minerals from the land.
We do not
intend to interest other companies in the property if we find mineralized
materials. We intend to try to develop the reserves ourselves.
If we are
unable to complete any phase of exploration because we don’t have enough money,
we will cease activities until we raise more money. If we can’t or don’t raise
more money, we will cease activities. If we cease activities, we don’t know what
we will do and we don’t have any plans to do anything.
We do not
intend to hire additional employees at this time. All of the work on the
property will be conduct by unaffiliated independent contractors that we will
hire. The independent contractors will be responsible for surveying, geology,
engineering, exploration, and excavation. The geologists will evaluate the
information derived from the exploration and excavation and the engineers will
advise us on the economic feasibility of removing the mineralized
material.
Limited Operating History; Need for
Additional Capital
There is
no historical financial information about us upon which to base an evaluation of
our performance. We are an exploration stage corporation and have not generated
any revenues from activities. We cannot guarantee we will be successful in our
business activities. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our properties, and possible cost overruns
due to price and cost increases in services.
To become
profitable and competitive, we conduct research and exploration of our
properties before we start production of any minerals we may find. We are
seeking equity financing to provide for the capital required to implement our
research, exploration phases and new property acquisitions.
We have
no assurance that sufficient future financing will be available to us on the
terms we have negotiated. If sufficient financing is not available, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing shareholders.
RESULTS
OF OPERATIONS
Results
from Operations for the three months ended August 31, 2010 and
2009:
As of
August 31, 2010, the Company had total assets of $4,736,027 consisting of
$2,231,732 in cash, $4,295 in prepaid expenses and $2,500,000 in mineral
property interests.
The
Company’s liabilities at August 31, 2010, totaled $5,045,431 consisting of
$9,481 in accounts payables and accrued liabilities, $35,950 due to a related
party and a $5,000,000 debenture loan.
For the
six month period ending August 31, 2010, the Company generated no revenues and
has incurred operating expenses of $281,667 consisting of $18,227 in accounting
and audit fees, $76,159 in consulting fees, $114,762 in exploration costs,
$29,494 in general and administrative expenses, $29,985 in investor relations
fees, $4,655 in listing and filing fees and $8,385 in legal fees. For
the six month period ending August 31, 2009, the Company generated no revenues
and incurred operating expenses of $19,638 consisting of $11,745 in accounting
and audit fees, $1,300 in exploration costs, $3,102 in general and
administrative expenses, $991 in listing and filing fees and $2,500 in legal
fees.
Liquidity
and Capital Resources
As of
August 31, 2010, our total assets were $4,736,027 and our total liabilities were
$5,045,431. Cash and prepaid expenses were not the company’s sole asset and
resource. However, since the Company has no revenues to sustain its operations,
the independent auditors of the Company have expressed substantial doubt about
the Company’s ability to continue as a going concern.
Our
present sources of cash may not be adequate to support our operations and plans
for the next twelve months. If we are unable to raise additional cash to support
our operation for the next twelve months, we may cease our operation as a going
concern.
As of
February 28, 2010, our total assets were $7,511 and our total liabilities were
$37,657.
CRITICAL
ACCOUNTING POLICIES
The
Company has identified the policies outlined below as critical to our business
operations and an understanding of our results of operations. The list is not
intended to be a comprehensive list of all of our accounting policies. In many
cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with
no need for management's judgment in their application. The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis or Plan of Operations
where such policies affect our reported and expected financial results. For a
detailed discussion on the application of these and other accounting policies,
see the Notes to the August 31, 2010, Financial Statements. Note that our
preparation of the financial statements requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ
from those estimates.
The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities at the
date of the financial statements and revenues and expenses during the period
reported. By their nature, these estimates are subject to measurement
uncertainty and the effect on the financial statements of changes in such
estimates in future periods could be significant. Significant areas requiring
management’s estimates and assumptions are determining the fair value of
transactions involving common stock, valuation and impairment losses on mineral
property acquisitions and valuation of stock-based compensation.
Cash
and Cash Equivalents
Cash and
cash equivalents are highly liquid investments, such as term deposits with major
financial institutions, having a maturity of three months or less at
acquisition, that are readily convertible to contracted amounts of
cash.
Mineral
Properties
Pursuant
to ASC 360, the recoverability of the acquisition costs associated with the
purchase of mineral rights presumes to be insupportable prior to determining the
existence of a commercially minable deposit and have to be expensed. As of
August 31, 2010, the Company had expensed $127,398
related to the mineral
rights acquisition and exploration costs since inception.
Loss
Per Share
Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by ASC 260, “Earnings Per Share.” As of
August 31, 2010 and August 31, 2009, there were no common share equivalents
outstanding.
Income
Taxes
The
Company accounts for income taxes under ASC 740, “Accounting for Income Taxes”
Under ASC 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 ASC 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.
Foreign
Currency Translation
In
accordance with ASC 830 "Foreign Currency Translation", the Company has
determined that its functional currency is the United States
Dollar.
Business
Segments
The
Company operates in one segment and therefore segment information is not
presented.
Off
-Balance Sheet Arguments
We have
no off-balance sheet arguments.
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
Not
required for Smaller Reporting Companies.
Item
4T. Controls and Procedures
a)
Evaluation of Disclosure
Controls.
Pursuant to Rule 13a-15(b) under the Securities Exchange
Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the
participation of the Company’s management, including the Company’s Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s
principal financial and accounting officer), of
the
effectiveness of the Company’s disclosure controls and procedures (as defined
under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered
by this report. Based upon that evaluation, the Company’s CEO and CFO concluded
that the Company’s disclosure controls and procedures are effective to ensure
that information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.
(b)
Changes in internal control over
financial reporting.
There have been no changes in our internal
control over financial reporting that occurred during the last fiscal quarter
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item 1A. Risk Factors.
None.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Removed and Reserved
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a)
Exhibits
31.1
|
Section
302 Certification
|
|
|
31.2
|
Section
302 Certification
|
|
|
32.1
|
Section
906 Certification
|
|
|
32.2
|
Section
906 Certification
|
(b)
Reports of Form 8-K
None.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
SUPATCHA
RESOURCES INC.
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|
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Date: November
11, 2010
|
By:
|
/
s
/ NIKOLAE
YAGODKA
|
|
|
|
Nikolae
Yagodka
|
|
|
|
Secretary,
Treasurer, Principal Financial
|
|
|
|
Officer,
Principal Accounting Officer and Director
|
|
|
|
|
|
|
|
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By:
|
/s/
ANDREI B.
YASINSKIJ
|
|
|
|
Andrei
B. Yasinskij
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
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