Nevada | 26-1434750 | |
(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) | |
organization) |
369 Shuter Street, Toronto, Ontario, Canada | M5A 1X2 |
(Address of principal executive offices) | (Zip code) |
Title of each class | Name of each exchange on which | |
to be so registered | each class is to be registered |
Common Stock, $.001 |
(Title of class) |
(Title of class) |
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
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· | Organic growth. We will evaluate opportunities to exploit previously untapped reserves. |
· | Acquisitions, reserve transactions and joint ventures. We intend to pursue value-enhancing acquisition, reserve transaction and joint venture opportunities. |
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o | industrial and jewelry demand; |
o | market supply from new production and release of existing bullion stocks; |
o | central bank lending, sales and purchases of gold or silver; |
o | forward sales of gold and silver by producers and speculators; |
o | production and cost levels in major metal-producing regions; |
o | rapid short-term changes in supply and demand because of speculative or hedging activities; and |
o | macroeconomic factors, including confidence in the global monetary system; inflation expectations; interest rates and global or regional political or economic events. |
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o | Mine Safety and Health Administration of the United States Department of Labor ("MSHA") under the provisions of the Mine Safety and Health Act of 1977. |
o | The occupational Safety and Health Administration ("OSHA") also has jurisdiction over safety and health standards not covered by MSHA. |
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Balance Sheet: | ||||||||
October 31, 2011 | October 31, 2010 | |||||||
Current Assets | ||||||||
Cash | $ | 2,860 | $ | 17,137 | ||||
Current Liabilities | ||||||||
Accounts Payable | $ | 23,519 | $ | 20,554 | ||||
Shareholder loans | $ | 34,874 | $ | — | ||||
Shareholder loans | $ | 3,242 | — | |||||
Stockholders’ Deficiency | $ | (58,775 | ) | $ | (3,417 | ) |
Ÿ | our ability to raise additional funding; |
Ÿ | the market price for minerals that may be found on our Use1 – 4 and Little Butte mineral claims; |
Ÿ | the results of our proposed exploration programs on our mineral properties; and |
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Ÿ | our ability to find joint venture partners for the development of our property interests |
The Company did not have any operating revenues or income from its inception (October 29, 2007) through October 31, 2011. For the period from inception, October 29, 2007, through the fiscal year ended October 31, 2011, the Company recognized a net cumulative loss of $152,729. Some general and administrative expenses during the year were accrued. Expenses for the year were comprised of costs mainly associated with legal, accounting and office expenses.
Revenues: The Company did not have any revenues during the fiscal years ended October 31, 2011 and 2010. The mining claim of the Company has not been developed nor have any production operations been conducted on the mining claim of the Company.
Mineral Exploration: The Company has acquired a mining claim and has conducted preliminary mining exploration testing and evaluation of its claim. During the fiscal year ended October 31, 2011, the Company incurred $140 of costs, compared to $290 during the fiscal year ended October 31, 2010, a decrease of approximately $150 or 52%.
Professional Fees: The Company incurred an increase in professional fees during the fiscal year ended October 31, 2011, of $47,812, compared to $33,213 during the fiscal year ended October 31, 2010, an increase of $14,599 or 43%. Professional fees were incurred primarily for legal fees and accounting fees.
General and Administrative Expenses: During the fiscal year ended October 31, 2011, the Company incurred general and administrative expenses of $13,646, compared to $7,877 during the fiscal year ended October 31, 2010, an increase of $5,769 or 73%. General and administrative expenses were incurred primarily for office expenses and filing fees.
Net Loss: The Company incurred a net loss of $62,275 during its fiscal year ended October 31, 2011, compared to a net loss of $41,541 during the fiscal year ended October 31, 2010, an increase of $20,734 or 50%. The increase in the net loss of the Company was attributable primarily to the cost of becoming a registered public company and compliance with the reporting and other requirements of a reporting company under the Securities Exchange Act of 1934.
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Phase I | ||||
VLF-EM and magnetometer surveys | $ | 7,500 | ||
Phase II | ||||
Localized soil surveys, trenching and sampling over known and indicated mineralized zones | $ | 12,500 | ||
Phase III | ||||
Test diamond drilling | $ | 75,000 | ||
Total Estimated Cost US approximately | $ | 95,000 |
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Percentage of | ||||||||
Number of Shares | Outstanding Shares | |||||||
of Common Stock | of Common Stock | |||||||
Stephen Dewingaerde (1)(2) | 3,500,000 | 35 | % | |||||
Gregory J. McNeely (1)(2) | 2,500,000 | 25 | % |
Name | Age | Position | ||
Stephen Dewingaerde | 64 | Director and President | ||
369 Shuter Street | ||||
Scarborough, Ontario | ||||
M5A 1X2 | ||||
Canada | ||||
Gregory J. Neely | 40 | Director, Treasurer and Secretary | ||
369 Shuter Street | ||||
Scarborough, Ontario | ||||
M5A 1X2 | ||||
Canada |
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PAGE | 25 | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||
PAGE | 26 | BALANCE SHEETS AS OF OCTOBER 31, 2011 AND AS OF OCTOBER 31, 2010 | ||
PAGE | 27 | STATEMENTS OF OPERATIONS FOR YEARS ENDED OCTOBER 31, 2011 AND 2010, AND FOR THE PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO OCTOBER 31, 2011. | ||
PAGE | 28 | STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIENCY) FOR THE PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO OCTOBER 31, 201 1 | ||
PAGE | 29 | STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED OCTOBER 31, 2011 AND 2010, AND FOR THE PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO OCTOBER 31, 2011. | ||
PAGE | 30 - 35 | NOTES TO FINANCIAL STATEMENTS |
25 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of:
Rockford Minerals, Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheets of Rockford Minerals, Inc. (an Exploration Stage Company) (the “Company”) as of October 31, 2011 and 2010 and the related statements of operations and changes in stockholders’ deficiency and cash flows for the two years ended October 31, 2011 and 2010, and for the period from October 29, 2007 (inception) to October 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Rockford Minerals, Inc. (an Exploration Stage Company) as of October 31, 2011 and 2010, and the related statements of operations and changes in stockholders’ deficiency and cash flows for the two years ended October 31, 2011 and 2010 and for the period from October 29, 2007 (inception) to October 31, 2011 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has minimal operations, has a net loss of $152,729 since inception and has used cash from operations of $101,256 from inception. In addition, there is a working capital deficiency and stockholders’ deficiency of $58,775 as of October 31, 2011. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
WEBB & COMPANY, P.A.
Certified Public Accountants
Boynton Beach, Florida
February 13, 2012
26 |
Rockford Minerals, Inc. | |||||||
(An Exploration Stage Company) | |||||||
Balance Sheets | |||||||
ASSETS | ||||||||||
October 31, 2011 | October 31, 2010 | |||||||||
Current Assets | ||||||||||
Cash | $ | 2,860 | $ | 17,137 | ||||||
Total Assets | $ | 2,860 | $ | 17,137 | ||||||
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||||
Current Liabilities | ||||||||||
Accounts payable | $ | 23,519 | $ | 20,554 | ||||||
Notes payable - shareholder | 34,874 | — | ||||||||
Shareholder loans | 3,242 | — | ||||||||
Total Liabilities | 61,635 | 20,554 | ||||||||
Commitments and Contingencies | — | — | ||||||||
Stockholders' Deficiency | ||||||||||
Common stock, $0.001 par value; 100,000,000 shares authorized, | ||||||||||
10,000,000 and 10,000,000 shares issued and outstanding, respectively | 10,000 | 10,000 | ||||||||
Additional paid-in capital | 83,954 | 77,037 | ||||||||
Accumulated Deficit During the Exploration Stage | (152,729 | ) | (90,454 | ) | ||||||
Total Stockholders' Deficiency | (58,775 | ) | (3,417 | ) | ||||||
Total Liabilities and Stockholders' Deficiency | $ | 2,860 | $ | 17,137 |
See accompanying notes to financial statements
27 |
Rockford Minerals, Inc. | ||||||
(An Exploration Stage Company) | ||||||
Statements of Operations | ||||||
For the Years Ended October 31, | For the Period From | |||||||||||
2011 | 2010 | October 29, 2007 (Inception) to October 31, 2011 | ||||||||||
Operating Expenses | ||||||||||||
Mining development rights | $ | 140 | $ | 290 | $ | 15,297 | ||||||
Professional fees | 47,812 | 33,213 | 99,429 | |||||||||
General and administrative | 13,646 | 7,877 | 35,599 | |||||||||
Total Operating Expenses | 61,598 | 41,380 | 150,325 | |||||||||
Loss from Operations | (61,598 | ) | (41,380 | ) | (150,325 | ) | ||||||
Other Expense | ||||||||||||
Interest Expense | (677 | ) | — | (2,150 | ) | |||||||
Loss on Exchange | — | (161 | ) | (254 | ) | |||||||
Total Other Expenses | (677 | ) | (161 | ) | (2,404 | ) | ||||||
Loss from Operations Before Provision for Income Taxes | (62,275 | ) | (41,541 | ) | (152,729 | ) | ||||||
Provision for Income Taxes | — | — | — | |||||||||
Net Loss | $ | (62,275 | ) | $ | (41,541 | ) | $ | (152,729 | ) | |||
Net Loss Per Share - Basic and Diluted | $ | — | $ | — | ||||||||
Weighted average number of shares outstanding | ||||||||||||
during the period - Basic and Diluted | 10,000,000 | 9,616,438 |
See accompanying notes to financial statements
28 |
Rockford Minerals, Inc. | ||||||||||||||||||
(An Exploration Stage Company) | ||||||||||||||||||
Statement of Changes in Stockholders' Equity/(Deficiency) | ||||||||||||||||||
For the Period From October 29, 2007 (Inception) to October 31, 2011 | ||||||||||||||||||
Accumulated | ||||||||||||||||||||
Common stock | Deficit | Total | ||||||||||||||||||
$.001 Par Value | Additional | during | Stockholders' | |||||||||||||||||
Paid-in | exploration | Equity | ||||||||||||||||||
Shares | Amount | Capital | stage | (Deficiency) | ||||||||||||||||
Balance October 29, 2007 (Inception) | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
In kind contribution of services | - | - | 1,340 | - | 1,340 | |||||||||||||||
Net loss for the period October 29, 2007 (Inception ) to October 31, 2007 | - | - | - | (1,340 | ) | (1,340 | ) | |||||||||||||
Balance October 31, 2007 | - | - | 1,340 | (1,340 | ) | - | ||||||||||||||
Common stock issued to founder ($0.001/Sh) | 6,000,000 | 6,000 | - | - | 6,000 | |||||||||||||||
In kind contribution of services | - | - | 6,240 | - | 6,240 | |||||||||||||||
Net loss October 31, 2008 | - | - | - | (22,879 | ) | (22,879 | ) | |||||||||||||
Balance October 31, 2008 | 6,000,000 | 6,000 | 7,580 | (24,219 | ) | (10,639 | ) | |||||||||||||
Common stock issued for cash ($0.015/Sh) | 3,000,000 | 3,000 | 42,000 | - | 45,000 | |||||||||||||||
In kind contribution of services | - | - | 6,240 | - | 6,240 | |||||||||||||||
In kind contribution of interest | - | - | 977 | - | 977 | |||||||||||||||
Net loss October 31, 2009 | - | - | - | (24,694 | ) | (24,694 | ) | |||||||||||||
Balance October 31, 2009 | 9,000,000 | 9,000 | 56,797 | (48,913 | ) | 16,884 | ||||||||||||||
Common stock issued for cash ($0.015/Sh) | 1,000,000 | 1,000 | 14,000 | - | 12,000 | |||||||||||||||
Collection of subscription receivable | - | - | - | - | 3,000 | |||||||||||||||
In kind contribution of services | - | - | 6,240 | - | 6,240 | |||||||||||||||
Net loss October 31, 2010 | - | - | - | (41,541 | ) | (41,541 | ) | |||||||||||||
Balance October 31, 2010 | 10,000,000 | 10,000 | 77,037 | (90,454 | ) | (3,417 | ) | |||||||||||||
In kind contribution of services | - | - | 6,240 | - | 6,240 | |||||||||||||||
In kind contribution of interest | - | - | 677 | - | 677 | |||||||||||||||
Net loss for the year ended October 31, 2011 | - | - | - | (62,275 | ) | (62,275 | ) | |||||||||||||
Balance October 31, 2011 | 10,000,000 | $ | 10,000 | $ | 83,954 | $ | (152,729 | ) | $ | (58,775 | ) |
See accompanying notes to financial statements
29 |
Rockford Minerals, Inc. | |||||
(An Exploration Stage Company) | |||||
Statements of Cash Flows | |||||
For the Years Ended October 31, | For the Period From | |||||||||||
2011 | 2010 | October 29, 2007 (Inception) to October 31, 2011 | ||||||||||
Cash Flows From Operating Activities: | ||||||||||||
Net Loss | $ | (62,275 | ) | $ | (41,541 | ) | $ | (152,729 | ) | |||
Adjustment to reconcile net loss to net cash used in operations | ||||||||||||
In kind contribution of services | 6,240 | 6,240 | 26,300 | |||||||||
In-kind contribution of interest | 677 | — | 1,654 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Increase in accounts payable | 2,965 | 17,687 | 23,519 | |||||||||
Net Cash Used In Operating Activities | (52,393 | ) | (17,614 | ) | (101,256 | ) | ||||||
Cash Flows From Financing Activities: | ||||||||||||
Proceeds from notes payable - shareholder | 34,874 | — | 59,875 | |||||||||
Repayment of notes payable - shareholder | — | — | (25,003 | ) | ||||||||
Proceeds from shareholder loans | 4,934 | — | 4,936 | |||||||||
Repayment of shareholder loans | (1,692 | ) | — | (1,692 | ) | |||||||
Proceeds from issuance of common stock | — | 15,000 | 66,000 | |||||||||
Net Cash Provided by Financing Activities | 38,116 | 15,000 | 104,116 | |||||||||
Net Increase (Decrease) in Cash | (14,277 | ) | (2,614 | ) | 2,860 | |||||||
Cash at Beginning of Period/Year | 17,137 | 19,751 | — | |||||||||
Cash at End of Period/Year | $ | 2,860 | $ | 17,137 | $ | 2,860 | ||||||
Supplemental disclosure of cash flow information: | ||||||||||||
Cash paid for interest | $ | — | $ | — | $ | 497 | ||||||
Cash paid for taxes | $ | — | $ | — | $ | — |
See accompanying notes to financial statements
30 |
ROCKFORD MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2011 AND 2010
NOTE 1 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION |
(A) Organization
Rockford Minerals, Inc. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Nevada on October 29, 2007. The Company is a natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties. Activities during the exploration stage include developing the business plan and raising capital. |
(B) Use of Estimates
In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period. Significant estimates include the valuation of deferred tax assets. Actual results could differ from those estimates.
(C) Cash and Cash Equivalents
For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
Cash includes deposits at foreign financial institutions which are not covered by FDIC. As of October 31, 2011 and October 31, 2010, the Company held $2,860 and $17,137, respectively, of US funds in a Canadian bank.
(D)Property and Equipment, Mining Properties (Exploration Costs)
In accordance with FASB Accounting Standards Codification No. 930, Extractive Activities – Mining, costs of acquiring mining properties are capitalized when proven and probable reserves exist and the property is a commercially mineable property. If the criteria are not met for capitalization, the costs of acquiring mining properties are expensed as incurred. Mining exploration costs are expensed as incurred. When it has been determined that a mineral property can be commercially developed, mining development costs incurred either to develop new gold, silver, lead and copper deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of the carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.
31 |
ROCKFORD MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2011 AND 2010
The Company capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain.
Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain.The Company currently does not have any capitalized mining costs and all mining costs have been expensed.
(E) Loss Per Share
Basic income per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification No. 260,Earnings Per Share. As of October 31, 2011 and 2010, there were no common share equivalents outstanding.
(F) Income Taxes
The Company accounts for income taxes under the FASB Accounting Standards Codification No. 740,Income Taxes. Under FASB Accounting Standards Codification No. 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB Accounting Standards Codification No. 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
2011 | 2010 | |||||||
Expected income tax (recovery) expense at the statutory rate of 34% | $ | (21,173 | ) | $ | (14,124 | ) | ||
Tax effect of expenses that are not deductible for tax purposes (net of other amounts deductible for tax purposes) | 2,352 | 2,122 | ||||||
Change in valuation allowance | 18,821 | 12,002 | ||||||
Provision for income taxes | $ | - | $ | - |
32 |
ROCKFORD MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2011 AND 2010
The components of deferred income tax in the accompanying balance sheets are as follows:
2011 | 2010 | |||||||
Deferred income tax asset: | ||||||||
Net operating loss carryforwards | $ | 42,423 | $ | 23,602 | ||||
Valuation allowance | (42,423 | ) | (23,602 | ) | ||||
Deferred income taxes | $ | - | $ | - |
As of October 31, 2011 and 2010, the Company has a net operating loss carryforward of approximately $124,774 and $69,417, available to offset future taxable income through 2031. The valuation allowance at October 31, 2011 and 2010 was $42,423 and $23,602. The net change in the valuation allowance for the period ended October 31, 2011 and 2010 was an increase of $18,821 and $12,002.
The Company federal income tax returns for the years ended October 31, 2008 through October 31, 2011 remain subject to examination by the Internal Revenue Service as of October 31, 2011.
(G) Business Segments
The Company operates in one segment and therefore segment information is not presented.
(H) Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments including accounts payable, notes payable- shareholder, and shareholder loans approximate fair value due to the relatively short period to maturity for this instrument.
(I) Reclassifications
Certain amounts from prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on the Company’s net loss or cash flows.
(J) Recent Accounting Pronouncements
ASU No. 2011-03; Reconsideration of Effective Control for Repurchase Agreements. In April, 2011, the FASB issued ASU No. 2011-03. The amendments in this ASU remove from the assessment of effective control the criterion relating to the transferor’s ability to repurchase or redeem financial assets on substantially the agreed terms, even in the event of default by the transferee. The amendments in this ASU also eliminate the requirement to demonstrate that the transferor possesses adequate collateral to fund substantially all the cost of purchasing replacement financial assets.
33 |
ROCKFORD MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2011 AND 2010
The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after the effective date. Early adoption is not permitted. The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.
ASU No. 2011-04; Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. In May, 2011, the FASB issued ASU No. 2011-04. The amendments in this ASU generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This ASU results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRSs. The amendments in this ASU are to be applied prospectively. For public entities, the amendments are effective during interim and annual periods beginning after December 15, 2011. Early application by public entities is not permitted.
The Company will adopt the methodologies prescribed by this ASU by the date required, and does not anticipate that the ASU will have a material effect on its financial position or results of operations.
ASU No. 2011-05; Amendments to Topic 220, Comprehensive Income. In June, 2011, the FASB issued ASU No. 2011-05. Under the amendments in this ASU, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This ASU eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The amendments in this ASU do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income.
The amendments in this ASU should be applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted, because compliance with the amendments is already permitted. The amendments do not require any transition disclosures. Due to the recency of this pronouncement, the Company is evaluating its timing of adoption of ASU 2011-05, but will adopt the ASU retrospectively by the due date.
34 |
ROCKFORD MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2011 AND 2010
On September 15, 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU would allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.
NOTE 2 | GOING CONCERN |
As reflected in the accompanying financial statements, the Company is in the exploration stage with minimal operations, has a net loss of $152,729 since inception and has used cash from operations of $101,256 from inception. In addition, there is a working capital deficiency and stockholders’ deficiency of $58,775 as of October 31, 2011. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
NOTE 3 | NOTES PAYABLE - SHAREHOLDER |
For the year ended October 31, 2011, the CFO paid $34,874 of expenses on behalf of the Company. Pursuant to the terms of the note agreements, the amount is non-interest bearing, unsecured and due on demand (See Note 6).
For the year ended October 31, 2009, the CEO loaned $6,500 to the Company. This loan is non interest bearing, unsecured, and due on demand (See Note 6).
For the year ended October 31, 2008, the CEO loaned $18,503 to the Company. This loan is non interest bearing, unsecured, and due on demand (See Note 6).
35 |
ROCKFORD MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2011 AND 2010
For the year ended October 31, 2009, the CEO was repaid $25,500 by the Company which included $497 of interest (See Note 6).
For the year ended October 31, 2011, the Company recorded $677 of imputed interest related to shareholder loans and notes payable as an in-kind contribution (See Note 6).
For the year ended October 31, 2009, the Company recorded $977 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 6).
NOTE 4 | SHAREHOLDER LOANS |
For the year ended October 31, 2011, the CFO paid $4,934 of expenses on behalf of the Company and was repaid $1,692 (See Note 6). Pursuant to the terms of the loans, the remaining balance of $3,242 is non interest bearing, unsecured and due on demand.
NOTE 5 | STOCKHOLDERS’ EQUITY/(DEFICIENCY) |
Increase in Authorized Shares
On August 24, 2010, the Company increased the authorized shares of common stock from 10,000,000 to 100,000,000 shares.
Common Stock Issued for Cash
For the year ended October 31, 2010, the Company issued 1,000,000 shares of common stock for cash of $15,000 ($0.015 per share).
For the year ended October 31, 2009, the Company issued 3,000,000 shares of common stock for cash of $45,000 ($0.015 per share).
For the year ended October 31, 2008, the Company issued 6,000,000 shares of common stock for cash of $6,000 ($0.001 per share) to its founders.
In kind contribution of services and interest
For the year ended October 31, 2011, the CEO and CFO of the Company contributed services having a fair value of $6,240(See Note 6).
For the year ended October 31, 2011, the Company recorded $677 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 6).
36 |
ROCKFORD MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2011 AND 2010
For the year ended October 31, 2010, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 6).
For the year ended October 31, 2009, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 6).
For the year ended October 31, 2008, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 6).
For the period from October 29, 2007 (inception) through October 31, 2007, two shareholders of the Company contributed service having a fair value of $1,340 (See Note 6).
NOTE 6RELATED PARTY TRANSACTIONS
For the year ended October 31, 2008, the CEO loaned $18,503 to the Company. This loan is non interest bearing, unsecured, and due on demand (See Note 3).
For the year ended October 31, 2009, the CEO loaned $6,500 to the Company. This loan is non interest bearing, unsecured, and due on demand (See Note 3).
For the year ended October 31, 2009, the CEO was repaid $25,500 by the Company, which included $497 on interest (See Note 3).
For the year ended October 31, 2011, the CFO paid $34,874 of expenses on behalf of the Company. Pursuant to the terms of the note agreements, the amount is non-interest bearing, unsecured and due on demand (See Note 3).
For the year ended October 31, 2011, the CFO paid $4,934 of expenses on behalf of the Company and was repaid $1,692 (See Note 4). Pursuant to the terms of the loans the remaining balance of $3,242 is non interest bearing, unsecured and due on demand.
For the year ended October 31, 2009, the Company recorded $977 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 5).
For the year ended October 31, 2011, the Company recorded $677 of imputed interest related to shareholder loans and notes payable as an in-kind contribution (See Note 5).
For the year ended October 31, 2011, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 5).
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ROCKFORD MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF OCTOBER 31, 2011 AND 2010
For the year ended October 31, 2010, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 5).
For the year ended October 31, 2009, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 5).
For the year ended October 31, 2008, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 5).
For the period from October 29, 2007 (inception) through October 31, 2007, the CEO and CFO of the Company contributed service having a fair value of $1,340 (See Note 5).
NOTE 7SUBSEQUENT EVENTS
Subsequent to October 31, 2011, the CFO loaned an additional $4,000 to the Company to pay Company expenses, and was reimbursed $6,757. These loans are non-interest bearing, unsecured and due on demand.
On December 11, 2011, the Company issued 146,883 shares of common stock for cash of $14,688 ($0.10 per share).
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March 22, 2012 | |
/s/ Gregory J. Neely | |
Gregory J. Neely, Director, Treasurer and Secretary |
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