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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| American Sierra Gold Corporation (PK) | USOTC:AMNP | OTCMarkets | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -0.000825 | -13.75% | 0.005175 | 0.0001 | 0.2588 | 0.005175 | 0.005175 | 0.005175 | 5,000 | 21:15:09 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended July 31, 2009
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 000-52927
AMERICAN SIERRA GOLD CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 98-0528416 | |
|
(State or Other Jurisdiction Of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
|
|
1420 5th Avenue, Suite 2200 Seattle, WA |
98101 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code (206) 274-5165
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | 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
The aggregate market value of voting stock held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter, January 31, 2009, is not computable due to our lack of a public trading market and absent trading activity for such period.
Notwithstanding, as of the most recent practicable date, November 10, 2009, the aggregate market value of voting stock held by non-affiliates was $24,907,500. For purposes of this computation, it has been assumed that the shares beneficially held by directors and officers of registrant were “held by affiliates”; this assumption is not to be deemed to be an admission by such persons that they are affiliates of registrant.
The number of shares of registrant’s common stock outstanding as of November 10, 2009, was 63,750,000.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated by reference.
EXPLANATORY NOTE
On January 21, 2011, the Board of Directors of Legend Oil and Gas, Ltd. (the “Company”) dismissed Etania Audit Group, P.C. (“Etania”), formerly Davis Accounting Group, P.C., and engaged the accounting firm of Thomas J. Harris, CPA (“Harris”) as the Company’s independent public accountant to audit the Company’s financial statements for the fiscal year ended July 31, 2009. Etania was not duly licensed when it issued its audit opinion on the Company’s financial statements for the fiscal year ended July 31, 2009. Harris has completed an audit of the financial statements, which are contained in this Annual Report.
As a result, this Amendment No. 1 to the Annual Report on Form 10-K (“Amendment No. 1”) contains amendments to the disclosure under the following items, related to the second audit of the financial statements by Harris.
Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) . Some of the disclosure under “Going Concern Consideration” and “Results of Operations” was amended to be consistent with the financial information contained in the audited financial statements.
Item 8 – Financial Statements . A new audit opinion letter and the audited financial statements have replaced the audit opinion letter and financial statements previously filed.
Item 9 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . Disclosure regarding the change in the Company’s independent auditors is now contained under this item.
Item 14 – Principal Accounting Fees and Services . The disclosure has been revised to take into account the change in the Company’s independent auditors and the audit of the financial statements by Harris.
Item 15 – Exhibits . Exhibits 4.1, 10.2, 10.3, 10.4, 10.5 and 10.6 have been incorporated by reference from reports filed prior to the date the original Annual Report on Form 10-K was filed with the SEC. In addition, this Amendment No. 1 contains new certifications pursuant to Rules 13a-14 and 15d-14 under the Exchange Act of 1934, as amended, and Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.
This Amendment No. 1 continues to speak as of the date the original Annual Report on Form 10-K for the fiscal year ended July 31, 2009 was filed with the SEC and the Company has not updated or amended the disclosure contained herein to reflect events that have occurred since the original filing of the Form 10-K, or modified or updated the disclosure other than amendments to the disclosure contained in the items listed above. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the original Form 10-K on November 13, 2009.
1
TABLE OF CONTENTS
2
PART I
| ITEM 1. | BUSINESS |
Description Of Business
As used in this Annual Report on Form 10-K, unless otherwise indicated, the terms “we,” “us,” “our” and “the Company” refer to American Sierra Gold Corp., a Nevada corporation.
Forward-Looking Statements and Associated Risks. This Annual Report on Form 10-K contains forward-looking statements. Such forward-looking statements include statements regarding, among other things, (1) discussions about mineral resources and mineralized material, (2) our projected sales and profitability, (3) our growth strategies, (4) anticipated trends in our industry, (5) our future financing plans, (6) our anticipated needs for working capital, (7) our lack of operational experience and (8) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These statements constitute forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this filing generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under Item 1A below and other risks and matters described in this filing and in our other SEC filings. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur as projected. We do not undertake any obligation to update any forward-looking statements.
The Company
Overview
We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on January 30, 2007. At the time of our incorporation, we were incorporated under the name “C.E. Entertainment, Inc.,” and our original business plan was to engage in the sales and marketing of Ukrainian classical music. On May 19, 2009, we changed our name to American Sierra Gold Corp. by way of a merger with our wholly owned subsidiary, American Sierra Gold Corp., that was formed solely for the purpose of changing our name. In addition to the name change, we changed our intended business purpose to that of precious metal mineral exploration, development and production. Further, effective May 19, 2009, we effected a 40 for 1 forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 50,000,000 shares of common stock, $0.001 par value per share, to 2,000,000,000 shares of common stock, $0.001 par value per share. Unless specifically stated otherwise, all share amounts referenced herein, will refer to post-forward stock split share amounts.
3
Our primary business focus is to acquire, explore and develop gold properties in North America. Currently, we are developing two projects. The first is the Urique Project in Sierra Madre, Mexico, located on a 71,334 acre property on the Sierra Madre gold belt, which has a significant history of gold and silver discovery and production. We currently have a 90% interest in 11 concessions in the Urique Project.
The second project is the Discovery Day Gold Project. On October 19, 2009, we entered into a final joint venture agreement with Trinity Alps Resources, Inc. to acquire a 75% stake in the high-grade Discovery Day Gold Project by investing $2 million in the property over a period of 2 years. In addition, we agreed to issue 2 million shares and 2 million 5-year warrants of our stock to Trinity Alps Resources, Inc., over the same period. The Discovery Day Gold Project covers over 950 acres and controls the entire Knownothing Mining District in northern California. This mining district includes four principal mines - the Gilta, Discovery Day, Hansen, and Knownothing along with several other smaller mines and prospects.
Sources of Available Land for Mining and Exploration
There are at least five sources of land available for exploration, development and mining: public lands, private fee lands, unpatented mining claims, patented mining claims, and tribal lands. The primary sources for acquisition of these lands are the United States government, through the Bureau of Land Management and the United States Forest Service, state and Canadian Provincial governments, tribal governments, and individuals or entities who currently hold title to or lease government and private lands.
There are numerous levels of government regulation associated with the activities of exploration and mining companies. Permits, which we, or the current operators of the mining properties we have an interest in, are maintaining and amending include “Notice of Intent” to explore, “Plan of Operations” to explore, “Plan of Operations” to mine, “Reclamation Permit,” “Air Quality Permit,” “Water Quality Permit,” “Industrial Artificial Pond Permit,” and several other health and safety permits. These permits are subject to amendment or renewal during our operations. Although there is no guarantee that the regulatory agencies will timely approve, if at all, the necessary permits for our current or anticipated operations, we have no reason to believe that necessary permits will not be issued in due course. The total cost and effects on our operations of the permitting and bonding process cannot be estimated at this time. The cost will vary for each project when initiated and could be material.
The Federal government owns public lands that are administered by the Bureau of Land Management or the United States Forest Service. Ownership of the subsurface mineral estate can be acquired by staking a twenty (20) acre mining claim granted under the General Mining Law of 1872, as amended (the “General Mining Law”). The Federal government still owns the surface estate even though the subsurface can be controlled with a right to extract through claim staking. Private fee lands are lands that are controlled by fee-simple title by private individuals or corporations. These lands can be controlled for mining and exploration activities by either leasing or purchasing the surface and subsurface rights from the private owner. Unpatented mining claims located on public land owned by another entity can be controlled by leasing or purchasing the claims outright from the owners. Patented mining claims are claims that were staked under the General Mining Law, and through application and approval the owners were granted full private ownership of the surface and subsurface estate by the Federal government. These lands can be acquired for exploration and mining through lease or purchase from the owners. Tribal lands are those lands that are under control by sovereign Native American tribes. Areas that show promise for exploration and mining can be leased or joint ventured with the tribe controlling the land.
Competition And Mineral Prices
Given the continual increase in the value of gold, the business of acquiring, developing and/or exploring gold properties is more competitive than ever before. Our competitors include companies with larger staffs, greater resources and equipment and, as such, those companies may be in a better position to compete for mineral properties. In order to compete with such companies, we need to raise additional capital. The competitive nature of the business and the risks we are therefore faced with are discussed further in the item entitled “Risk Factors,” below.
4
Capital Equipment and R&D Expenditures
We are not currently conducting any research and development activities other than those relating to the possible acquisition of new gold and/or silver properties or projects. As we proceed with our exploration programs, we may need to engage additional contractors and consider the possibility of adding permanent employees, as well as the possible purchase or lease of equipment.
Mining Properties And Projects
As discussed above, we currently have a 90% interest in 11 concessions in the Urique Project and have recently signed a joint venture agreement to acquire a 75% stake in the high-grade Discovery Day Gold Project.
Employees
As of July 31, 2009, we had no employees other than our directors and officers.
Patents/Trade Marks/Licenses/Franchises/Concessions/Royalty Agreements or Labor Contracts
We do not currently own any patents or trademarks. Also, we are not a party to any license or franchise agreements, concessions, royalty agreements or labor contracts arising from any patents or trademarks.
| ITEM 1A. | RISK FACTORS |
The risks described below are the ones we believe are most important for you to consider. These risks are not the only ones that we face. If events anticipated by any of the following risks actually occur, our business, operating results or financial condition could suffer and the price of our common stock could decline.
RISKS ASSOCIATED WITH OUR BUSINESS
We Have A Limited Operating History With Significant Losses And Expect Losses To Continue For The Foreseeable Future.
We have yet to establish any history of profitable operations. We have incurred net losses of $42,980 and $51,974 for the fiscal years ended July 31, 2009 and 2008, respectively. As a result, at July 31, 2009, we had an accumulated deficit of $111,130 and a total stockholders’ equity of $77,339. Our revenues have not been sufficient to sustain our operations. We expect that our revenues will not be sufficient to sustain our operations for the foreseeable future. Our profitability will require the successful commercialization of our mining properties. We may not be able to successfully commercialize our mines or ever become profitable.
There Is Doubt About Our Ability To Continue As A Going Concern Due To Recurring Losses From Operations, Accumulated Deficit And Insufficient Cash Resources To Meet Our Business Objectives, All Of Which Means That We May Not Be Able To Continue Operations.
Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with the financial statements for the years ended July 31, 2009, and 2008, respectively, with respect to their doubt about our ability to continue as a going concern. As discussed in Note 2 to our consolidated financial statements for the year ended July 31, 2009, we have generated operating losses since inception, and our cash resources are insufficient to meet our planned business objectives, which together raises doubt about our ability to continue as a going concern.
5
We May Not Be Able To Secure Additional Financing To Meet Our Future Capital Needs Due To Changes In General Economic Conditions.
We anticipate needing significant capital to conduct further exploration and development needed to bring our existing mining properties into production and/or to continue to seek out appropriate joint venture partners or buyers for certain mining properties. We may use capital more rapidly than currently anticipated and incur higher operating expenses than currently expected, and we may be required to depend on external financing to satisfy our operating and capital needs. We may need new or additional financing in the future to conduct our operations or expand our business. Any sustained weakness in the general economic conditions and/or financial markets in the United States or globally could adversely affect our ability to raise capital on favorable terms or at all. From time to time we have relied, and may also rely in the future, on access to financial markets as a source of liquidity to satisfy working capital requirements and for general corporate purposes. We may be unable to secure debt or equity financing on terms acceptable to us, or at all, at the time when we need such funding. If we do raise funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders would be reduced, and the securities that we issue may have rights, preferences or privileges senior to those of the holders of our common stock or may be issued at a discount to the market price of our common stock which would result in dilution to our existing stockholders. If we raise additional funds by issuing debt, we may be subject to debt covenants, which could place limitations on our operations including our ability to declare and pay dividends. Our inability to raise additional funds on a timely basis would make it difficult for us to achieve our business objectives and would have a negative impact on our business, financial condition and results of operations.
Our Business And Operating Results Could Be Harmed If We Fail To Manage Our Growth Or Change.
Our business may experience periods of rapid change and/or growth that could place significant demands on our personnel and financial resources. To manage possible growth and change, we must continue to try to locate skilled geologists, mappers, drillers, engineers, technical personnel and adequate funds in a timely manner.
We May Not Have Access To The Supplies And Materials Needed For Exploration, Which Could Cause Delays Or Suspension Of Our Operations.
Competitive demands for contractors and unforeseen shortages of supplies and/or equipment could result in the disruption of planned exploration activities. Current demand for exploration drilling services, equipment and supplies is robust and could result in suitable equipment and skilled manpower being unavailable at scheduled times in our exploration programs. Furthermore, fuel prices are rising. We will attempt to locate suitable equipment, materials, manpower and fuel if sufficient funds are available. If we cannot find the equipment and supplies needed for our various exploration programs, we may have to suspend some or all of them until equipment, supplies, funds and/or skilled manpower can be obtained.
An Unsuccessful Material Strategic Transaction Or Relationship Could Result In Operating Difficulties And Other Harmful Consequences To Our Business.
We have evaluated, and expect to continue to evaluate, a wide array of potential strategic transactions and relationships with third parties. From time to time, we may engage in discussions regarding potential acquisitions or joint ventures. Currently, we have a joint venture agreement with Trinity Alps Resources, Inc. Any of these transactions could be material to our financial condition and results of operations, and the failure of any of these material relationships and transactions may have a negative financial impact on our business and our results of operations.
6
Attraction And Retention Of Qualified Personnel Is Necessary To Implement And Conduct Our Mineral Exploration Programs.
Our future success will depend largely upon the continued services of our Board members, executive officers and other key personnel. Our success will also depend on our ability to continue to attract and retain qualified personnel with mining experience. Key personnel represent a significant asset for us, and the competition for qualified personnel is intense in the mineral exploration industry.
We may have particular difficulty attracting and retaining key personnel in the initial phases of our exploration programs. We do not have key-person life insurance coverage on any of our personnel. The loss of one or more of our key people or our inability to attract, retain and motivate other qualified personnel could negatively impact our ability to complete our exploration programs.
RISKS ASSOCIATED WITH OUR INDUSTRY
Environmental Controls Could Curtail Or Delay Exploration And Development Of Our Mines And Impose Significant Costs On Us.
We are required to comply with numerous environmental laws and regulations imposed by federal and state authorities. At the federal level, legislation such as the Clean Water Act, the Clean Air Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation Liability Act and the National Environmental Policy Act impose effluent and waste standards, performance standards, air quality and emissions standards and other design or operational requirements for various components of mining and mineral processing, including gold and silver mining and processing. In addition, insurance companies are now requiring additional cash collateral from mining companies in order for the insurance companies to issue a surety bond. This addition of cash collateral for a bond could have a significant impact on our ability to bring properties into production.
Many states have also adopted regulations that establish design, operation, monitoring, and closing requirements for mining operations. Under these regulations, mining companies are required to provide a reclamation plan and financial assurance to ensure that the reclamation plan is implemented upon completion of mining operations. Additionally, Nevada and other states require mining operations to obtain and comply with environmental permits, including permits regarding air emissions and the protection of surface water and groundwater. Although we believe that the mining properties we currently have an interest in are in compliance with applicable federal and state environmental laws, changes in those laws and regulations may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in our intended exploration, development and production activities. Any of these results could force us to curtail or cease our business operations.
Proposed Legislation Affecting The Mining Industry Could Have An Adverse Effect On Us.
During the past several years, the United States Congress considered a number of proposed amendments to the General Mining Law of 1872, which governs mining claims and related activities on federal lands. For example, a broad based bill to reform the General Mining Law of 1872, the Hardrock Mining and Reclamation Act of 2007 (H.R. 2262) was introduced in the U.S. House of Representatives on May 10, 2007, and was passed by the U.S. House of Representatives on November 1, 2007, and was submitted to the U.S. Senate where no further action was taken. More recently, on January 27, 2009, the Hardrock Mining and Reclamation Act of 2009 (H.R. 699) was introduced. If enacted, this act will have several negative impacts on us including but not limited to: requiring royalty payments of 8% of gross income from mining a claim on Federal land, or 4% of claims on Federal land that are subject to an existing permit; and prohibition of certain areas from being open to the location of mining claims, including wilderness study areas, areas of critical environmental concern and related areas. Subcommittee hearings for the bill were held on February 26, 2009. Further hearings on the bill are expected in late 2009.
7
The extent of any such changes to the General Mining Law of 1872 that may be enacted is not presently known, and the potential impact on us as a result of future congressional action is difficult to predict. If enacted, proposed legislation could adversely affect the economics of developing and operating our mining properties, which may consist of unpatented mining claims on federal lands. Our financial performance could therefore be materially and adversely affected by passage of all or pertinent parts of the proposed legislation, which could force us to curtail or cease our business operations.
The Development And Operation Of Our Mining Projects Involve Numerous Uncertainties.
Mine development projects, including our planned projects, typically require a number of years and significant expenditures during the development phase before production is possible.
Development projects are subject to the completion of successful feasibility studies, issuance of necessary governmental permits and receipt of adequate financing. The economic feasibility of development projects is based on many factors such as:
| • |
estimation of reserves; |
| • |
anticipated metallurgical recoveries; |
| • |
future gold and silver prices; and |
| • |
anticipated capital and operating costs of such projects. |
Our mine development projects may have limited relevant operating history upon which to base estimates of future operating costs and capital requirements. Estimates of proven and probable reserves and operating costs determined in feasibility studies are based on geologic and engineering analyses.
Any of the following events, among others, could affect the profitability or economic feasibility of a project:
| • |
unanticipated changes in grade and tonnage of material to be mined and processed; |
| • |
unanticipated adverse geotechnical conditions; |
| • |
incorrect data on which engineering assumptions are made; |
| • |
costs of constructing and operating a mine in a specific environment; |
| • |
availability and cost of processing and refining facilities; |
| • |
availability of economic sources of power; |
| • |
adequacy of water supply; |
| • |
adequate access to the site; |
| • |
unanticipated transportation costs; |
| • |
government regulations (including regulations relating to prices, royalties, duties, taxes, restrictions on production, quotas on exportation of minerals, as well as the costs of protection of the environment and agricultural lands); |
| • |
fluctuations in metal prices; and |
| • |
accidents, labor actions and force majeure events. |
Any of the above referenced events may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in our intended exploration, development and production activities. Any of these results could force us to curtail or cease our business operations.
8
Mineral Exploration Is Highly Speculative, Involves Substantial Expenditures, And Is Frequently Non-Productive.
Mineral exploration involves a high degree of risk and exploration projects are frequently unsuccessful. Few prospects that are explored end up being ultimately developed into producing mines. To the extent that we continue to be involved in mineral exploration, the long-term success of our operations will be related to the cost and success of our exploration programs. We cannot assure you that our mineral exploration efforts will be successful. The risks associated with mineral exploration include:
| • |
The identification of potential economic mineralization based on superficial analysis; |
| • |
the quality of our management and our geological and technical expertise; and |
| • |
the capital available for exploration and development. |
Substantial expenditures are required to determine if a project has economically mineable mineralization. It may take several years to establish proven and probable reserves and to develop and construct mining and processing facilities. Because of these uncertainties, our current and future exploration programs may not result in the discovery of reserves, the expansion of our existing reserves or the further development of our mines.
The Price Of Gold and Silver are Highly Volatile And A Decrease In The Price Of Gold or Silver Would Have A Material Adverse Effect On Our Business.
The profitability of mining operations is directly related to the market prices of metals. The market prices of metals fluctuate significantly and are affected by a number of factors beyond our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations of metals from the time development of a mine is undertaken to the time production can commence can significantly affect the profitability of a mine. Accordingly, we may begin to develop one or more of our mining properties at a time when the price of metals makes such exploration economically feasible and, subsequently, incur losses because the price of metals decreases. Adverse fluctuations of the market prices of metals may force us to curtail or cease our business operations.
Mining Risks And Insurance Could Have An Adverse Effect On Our Profitability.
Our operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as unusual or unexpected geological formations, environmental pollution, personal injuries, flooding, cave-ins, changes in technology or mining techniques, periodic interruptions because of inclement weather and industrial accidents. Although maintenance of insurance to ameliorate some of these risks is part of our proposed exploration program associated with those mining properties we have an interest in, such insurance may not be available at economically feasible rates or in the future be adequate to cover the risks and potential liabilities associated with exploring, owning and operating our properties. Either of these events could cause us to curtail or cease our business operations.
9
Due To The Uncertain Nature Of Exploration, There Is A Substantial Risk That We May Not Find Economically Exploitable Reserves Of Gold And/Or Silver.
The search for valuable minerals is an extremely risky business. We do not know whether the claims and properties that we have optioned contain commercially exploitable reserves of gold and/or silver. The likelihood of success must be considered in light of the costs, difficulties, complications, problems and delays encountered in connection with the exploration of mineral properties. These potential problems include, but are not limited to, additional costs and unanticipated delays and expenses that may exceed current estimates.
We Face Significant Competition In The Mineral Exploration Industry.
We compete with other mining and exploration companies possessing greater financial resources and technical facilities than we do in connection with the acquisition of exploration properties and leases on prospects and properties and in connection with the recruitment and retention of qualified personnel. Such competition may result in our being unable to acquire interests in economically viable gold and silver exploration properties or qualified personnel.
Our Applications For Exploration Permits May Be Delayed Or May Be Denied In The Future.
Exploration activities usually require the granting of permits from various governmental agencies. For exploration drilling on unpatented mineral claims, a drilling plan must be filed with the Bureau of Land Management or the United States Forest Service, which may then take several months or more to grant the requested permit. Depending on the size, location and scope of the exploration program, additional permits may also be required before exploration activities can be undertaken. Prehistoric or Indian grave yards, threatened or endangered species, archeological sites or the possibility thereof, difficult access, excessive dust and important nearby water resources may all result in the need for additional permits before exploration activities can commence. With all permitting processes, there is the risk that unexpected delays and excessive costs may be experienced in obtaining required permits or the refusal to grant required permits may not be granted at all, all of which may cause delays and unanticipated costs in conducting planned exploration activities. Any such delays or unexpected costs in the permitting process could result in serious adverse consequences to the price of our stock and to the value of your investment.
10
RISKS ASSOCIATED WITH OUR COMMON STOCK
The Market Price Of Our Common Stock Is Highly Volatile, Which Could Hinder Our Ability To Raise Additional Capital.
The market price of our common stock has been and is expected to continue to be highly volatile. Factors, including regulatory matters, concerns about our financial condition, operating results, litigation, government regulation, developments or disputes relating to agreements, title to our properties or proprietary rights, may have a significant impact on the market price of our stock. In addition, potential dilutive effects of future sales of shares of common stock by shareholders and by us, and subsequent sale of common stock by the holders of warrants and options could have an adverse effect on the price of our securities, which could hinder our ability to raise additional capital to fully implement our business, operating and development plans.
Penny Stock Regulations Affect Our Stock Price, Which May Make It More Difficult For Investors To Sell Their Stock.
Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price per share of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Our securities are subject to the penny stock rules, and investors may find it more difficult to sell their securities.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
Not applicable.
| ITEM 2. | PROPERTIES |
We currently maintain our corporate offices at 200 S. Virginia, 8 th Floor, Reno, Nevada 89501. During the fiscal years ended July 31, 2009, and 2008, respectively, we paid monthly rent of $214 for use of our US corporate offices. This space is sufficient until we commence full operations. Our interests in the Urique Project and Discovery Day Gold Project are discussed above and in Item 7, below.
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| ITEM 3. | LEGAL PROCEEDINGS |
None.
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
No matters were submitted to a vote of security holders during the fourth quarter of fiscal 2009.
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PART II
| ITEM 5. | MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES |
Our common stock trades on the OTC Bulletin Board under the symbol “AMNP.OB.” Previously, our common stock was traded under the symbol “CENI.OB.” As we have limited trading information available and the first trade of our common stock was made on October 12, 2009, which is not included in the period covered by this Annual Report on Form 10-K, we are unable to provide the high and low bid quotations as required by Item 201(a)(1)(iii) of Regulation S-K.
Dividends
We have neither declared nor paid any cash dividends on our capital stock and do not anticipate paying cash dividends in the foreseeable future. Our current policy is to retain any earnings in order to finance the expansion of our operations. Our Board of Directors will determine future declaration and payment of dividends, if any, in light of the then-current conditions they deem relevant.
Securities Authorized for Issuance under Equity Compensation Plans
As of July 31, 2009, we have not granted any stock options or authorized securities for issuance under an equity compensation plan.
Holders
As of November 10, 2009, we had approximately 8 holders of record of common stock and 63,750,000 shares of our common stock were issued and outstanding, with no additional shares reserved for issuance.
Recent Sales Of Unregistered Securities
There were no sales of unregistered securities during the fourth quarter of the year ended July 31, 2009.
| ITEM 6. | SELECTED FINANCIAL DATA |
This information is not required because we are a smaller reporting company.
13
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward Looking Statements
Except for historical information, the following Management’s Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) discussions about mineral resources and mineralized material, (b) our projected sales and profitability, (c) our growth strategies, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Business,” as well as in this Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Report will in fact occur as projected.
Overview
We are a precious metal mineral acquisition, exploration and development company, formed in Nevada on January 30, 2007. At the time of our incorporation, we were incorporated under the name “C.E. Entertainment, Inc.,” and our original business plan was to engage in the sales and marketing of Ukrainian classical music. On May 19, 2009, we changed our name to American Sierra Gold Corp. by way of a merger with our wholly owned subsidiary, American Sierra Gold Corp., that was formed solely for the purpose of changing our name. In addition to the name change, we changed our intended business purpose to that of precious metal mineral exploration, development and production. Further, effective May 19, 2009, we effected a 40 for 1 forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 50,000,000 shares of common stock, $0.001 par value per share, to 2,000,000,000 shares of common stock, $0.001 par value per share. Unless specifically stated otherwise, all share amounts referenced herein, will refer to post-forward stock split share amounts.
Our primary business focus is to acquire, explore and develop gold properties in North America. Currently, we are developing two projects. The first is the Urique Project in Sierra Madre, Mexico, located on a 71,334 acre property on the Sierra Madre gold belt, which has a significant history of gold and silver discovery and production. We currently have a 90% interest in 11 concessions in the Urique Project.
14
The second project is the Discovery Day Gold Project. On October 19, 2009, we entered into a final joint venture agreement with Trinity Alps Resources, Inc. to acquire a 75% stake in the high-grade Discovery Day Gold Project by investing $2 million in the property over a period of 2 years. In addition, we agreed to issue 2 million shares and 2 million 5-year warrants of our stock to Trinity Alps Resources, Inc., over the same period. The Discovery Day Gold Project covers over 950 acres and controls the entire Knownothing Mining District in northern California. This mining district includes four principal mines - the Gilta, Discovery Day, Hansen, and Knownothing along with several other smaller mines and prospects.
We are a development stage company with limited operations and no revenues from our business activities.
For additional information on our business, please see Part 1, Item 1 “Business Overview” of this Annual Report.
The following is a discussion and analysis of our plan of operation for the year ended July 31, 2009, and the factors that could affect our future financial condition and plan of operation.
Going Concern Consideration
Concerns have been raised by our accountants about our ability to continue as a going concern.
While no steps have been taken by the Company, due to the doubt about our ability to continue as a going concern, the Company may in the future explore new business opportunities that the Company believes would be beneficial to its stockholders. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. If we are unable to secure adequate capital to continue our acquisition and exploration efforts, our business may fail and our stockholders may lose some or all of their investment.
15
Results Of Operations
Year Ended July 31, 2009 Compared to Year Ended July 31, 2008
We had a net loss of $42,980 for the fiscal year ended July 31, 2009, compared to a net loss of $51,974 for the fiscal year ended July 31, 2008. We have generated no revenues since January 30, 2007, our inception. Our operating costs have been paid for with funds raised through equity and debt financings. Our net cash flow from financing activities since our inception was $481,770 as of July 31, 2009.
The significant change in our results over the two years is primarily due to reductions in our general and administrative expenses, in particular a reduction in consulting fees of $7,500, in investor relations expenses of $11,677 and general office expenses of $4,618. The reduced expenses were due to our transition away from a website-based business to a mineral acquisition and exploration business only in the latter part of the fiscal year ended July 31, 2009. We expect our operating expenses during the year ended July 31, 2010 to increase as we implement our new business. These operating expense reductions were somewhat offset by increases in legal and accounting expenses of $4,790 and $3,500, respectively, as well as an increase in interest expense of $5,967 and a one-time write-off of website software costs of $2,267.
Impact of Inflation
Since our inception in 2007, inflation has not had a material effect on our revenues.
Liquidity And Capital Resources
Our balance sheet as of July 31, 2009, reflects current assets of $388,093, as compared to total current assets of $8,803 as of July 31, 2008. The increase in total assets was primarily due to a year-to-year increase in cash on hand of $22,570 as well as the acquisition of mineral claims valued at $350,000 during the fiscal year ended July 31, 2009.
Our net cash flows from financing activities during the fiscal ended 2009 were $415,645. If we are unable to generate sufficient revenues to meet our obligations, we may require an additional $250,000 of investor capital during the calendar year 2009. We anticipate continuing to generate losses and, therefore, may be unable to sustain operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party. If equity financing is used, our stockholders will experience dilution of their ownership interests in the Company.
|
Year Ended
July 31, |
||||||||
| 2009 | 2008 | |||||||
|
Net Cash Provided by (Used in) Operating Activities |
$ | (32,512 | ) | (51,889 | ) | |||
|
Net Cash Provided by (Used in) Investing Activities |
(360,573 | ) | (5,100 | ) | ||||
|
Net Cash Provided by Financing Activities |
415,645 | 15,125 | ||||||
|
Net Increase (Decrease) in Cash |
$ | 22,560 | (41,864 | ) | ||||
During the past two fiscal years, we have had an operating lease commitment for office space with a monthly lease rate of $214 plus additional fees. We terminated the lease as part of the change in our business plan. However, it is likely that, in the future, we will maintain office space at a new location and, as such, we will incur a monthly lease obligation.
16
Recent Accounting Pronouncements
Disclosure regarding recent accounting pronouncements is contained in Note 11 to our Notes to Financial Statements contained in this Annual Report, which disclosure is incorporated herein by reference.
Operating Activities
Negative net cash flows from operating activities for the fiscal year ended July 31, 2009 were $32,512, a decrease of $19,377 as compared with negative net cash flows from operating activities of $51,889 in the fiscal year ended July 31, 2008. This decrease in negative net cash flows was primarily due to a net loss from operating activities of $42,980 in the fiscal year ended July 31, 2009, as compared to a net loss from operating activities of $51,974 in the fiscal year ended July 31, 2008, and a loss on the write off of the website software of $2,267 as well as accounts payable and accrued expenses of $6,625 in the fiscal year ended July 31, 2009.
Investing Activities
The primary driver of cash used in investing activities was capital spending in the acquisition of a mineral property during the fiscal year ended July 31, 2009, namely the Urique Property as discussed in more detail in the notes to the financial statements, which disclosure is incorporate herein by reference.
Cash used in investing activities during the fiscal year ended July 31, 2009 was $360,573, which was an increase of $355,473 from $5,100 of cash used in investing activities during the fiscal year ended July 31, 2008. This increase in cash used in investing activities was primarily due to the acquisition of the Urique Property as discussed below.
Mineral Property
On April 20, 2009, we entered into a property option agreement with Yale Resources Ltd. (“Yale”), in which we were granted two exclusive options to acquire undivided legal and beneficial interests of up to 100% of ten mining concessions in Sierra Madre, Mexico (the Urique Project). To exercise the first option, we must do the following:
| (a) | Make the following payments to Yale: |
| 1. | An initial payment of $300,000 (we have already paid this); |
| 2. | $250,000 on or before April 30, 2011; and |
| 3. | $250,000 on or before April 30, 2012. |
| (b) | Fund the following expenditures: |
| 1. | $50,000 prior to April 30, 2010; |
| 2. | $500,000 prior to April 30, 2011; |
| 3. | $800,000 prior to April 30, 2012; and |
| 4. | $1,000,000 prior to April 30, 2013. |
| (c) | Make the following additional payments: |
| 1. | $50,000 upon successful completion of a National Instrument 43-101 complaint technical report; |
| 2. | $50,000 upon the commencement of a drilling program on the property on or prior to August 1, 2009; |
| 3. | $50,000 upon successful completion of the first year’s drilling work program; |
| 4. | $70,000 on or before April 30, 2011; |
| 5. | $70,000 on or before April 30, 2012; and |
| 6. | $70,000 on or before April 30, 2013. |
17
Provided we exercise the first option, we can exercise the second option by doing the following:
| (a) | Issuing to Yale an additional 500,000 shares of common stock; |
| (b) | Completing sufficient drilling in order to calculate a resource estimate on or before the seventh anniversary of the effective date of the property option agreement; and |
| (c) | Paying to Yale $0.75 for every equivalent ounce of silver identified from the resource estimate prepared for the property. |
Financing Activities
Financing activities during the fiscal year ended July 31, 2009, provided net cash flows of $415,645 to us, an increase of $400,520 from the net cash flows of $15,125 during the fiscal year ended July 31, 2008.
On October 12, 2009, we entered into a Share Issuance Agreement with Tobermory Holding Ltd. (“Tobermory”) wherein Tobermory has agreed to advance up to $6,000,000 to our Company until December 31, 2011. While we have arranged for advances of up to $6,000,000 from Tobermory, and while we have received advances for $300,000 from the date of the share issuance agreement to November 10, 2009, there can be no assurances that we will receive any further funds from Tobermory. For further discussion regarding the Tobermory financing arrangement see Note 10 to the financial statements contained in this Annual Report, which disclosure is incorporated herein by reference.
Purchase Or Sale Of Equipment
We do not expect to purchase or sell any plant or significant equipment.
Revenues
We had no revenues for the financial years ended July 31, 2009 and 2008.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
18
| ITEM 7(A). | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK |
We are not required to provide disclosure under this item because we are a smaller reporting company.
| ITEM 8. | FINANCIAL STATEMENTS |
Our financial statements for the fiscal year ended July 31, 2009 and July 31, 2008 (the “Financial Statements”) appear beginning at page F-1 at the end of this Annual Report. It has recently come to the Company’s attention that Etania Audit Group, P.C. (formerly Davis Accounting Group, P.C.) was not duly licensed when it issued its audit opinion on the Company’s Financial Statements for the fiscal year ended July 31, 2009. The Company’s newly retained independent registered accountant, Thomas J. Harris, CPA, has completed an audit of the Financial Statements, which are contained in this Annual Report.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
On January 21, 2011, the Company dismissed Etania Audit Group, P.C., formerly Davis Accounting Group, P.C., and engaged the accounting firm of Thomas J. Harris, CPA as the Company’s independent public accountant to audit its Financial Statements. Please see the Company’s disclosure in its report on Form 8-K filed with the SEC on March 1, 2011 for more information about the change in accountants, which disclosure is incorporated herein by reference.
| ITEM 9A(T). | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.
19
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. It should be noted, however, that because of inherent limitations, any system of internal controls, however well-designed and operated, can provide only reasonable, but not absolute, assurance that financial reporting objectives will be met. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of its assessment under that framework, management concluded that our internal control over financial reporting was effective as of July 31, 2009.
This Annual Report does not include an attestation report of our registered independent auditor regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only our management’s report in this Annual Report.
This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during its most recent fiscal quarter ended July 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 9B. | OTHER INFORMATION |
None.
20
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE |
Directors and Executive Officers
The following table sets forth the names and ages of our current directors and executive officers and any directors or executive officers that served with us in the period covered by this Annual Report, and the positions held by each person. There are no family relationships among our directors and executive officers.
|
Name |
Age |
Position |
||
|
Wayne Gruden |
48 | Chief Executive Officer, Former Chief Financial Officer, Director | ||
|
Alexander Hornostai |
48 | Former President, Secretary, Chief Financial Officer, Director, and Treasurer | ||
|
Dmitry Ruzhytskiy |
23 | Former Director | ||
|
George Daschko |
62 | Former President and Director | ||
|
Johannes Petersen |
37 | Chief Financial Officer and Director (Appointed Sept. 29, 2009) |
Biographies
Wayne Gruden. Mr. Gruden was appointed as a director and our Chief Executive Officer on March 25, 2009. Mr. Gruden has over twenty-five years experience investing in capital markets with a strong emphasis on strategic investments. After ten years with Syncrude Canada, Mr. Gruden expanded his investment in property developments in Canada and added large stakes in real estate holdings in Antigua and Mexico. Mr. Gruden aided in raising capital for various ventures and public companies for 15 years totaling in the tens of millions USD. Along with developing properties, he owns and operates a successful beachfront restaurant in Antigua. In 2006, he became a naturalized citizen of Antigua and Barbuda.
Alexander Hornostai. Alexander Hornostai served as our Secretary, Treasurer, and a director from our incorporation until his resignation from the positions of Secretary and Treasurer on March 25, 2009, and his resignation from the position of director on March 26, 2009. From 2000 to date, Mr. Hornostai has served as the General Managing Director of the Kiev Philharmonic Orchestra. In addition, from 2003 to 2005, he was the Musical Editor and Manager of a TV project for the 1st National Channel, a Ukrainian television broadcast that produced 45 episodes, and in 2003 and 2004, he was a Councilor for the President of the National Radio Company of the Ukraine. From 1998 to 2000, Mr. Hornostai served as Deputy General Manager and Artistic Director of the National Symphony Orchestra of Ukraine. From 1994 to 1998, Mr. Hornostai was the Manager and Executive Assistant to the General Manager and Artistic Director of the National Symphony Orchestra of Ukraine. Mr. Hornostai studied at the Kosenko Musical College and completed his studies in 1978. From 1978 until 1983, Mr. Hornostai studied at the Kiev State Conservatory.
Dmitry Ruzhytskiy . Mr. Ruzhytskiy was appointed as a director on September 9, 2008, and served in such capacity until his resignation on March 26, 2009. Since November, 2007, Mr. Dmitriy Ruzhytskiy has served as a sales manager for Polfrost internationale Spedition Sp. z. o. o. From October, 2006, until his engagement with Polfrost, Mr. Ruzhytskiy was employed by Siopt Ltd. as a logistics and import manager. Mr. Ruzhytskiy studied at the Ukrainian academy of foreign trade and completed his studies in economics and business receiving a bachelor’s degree from the faculty of foreign economy and management. From 2007 until 2008, Mr. Ruzhytskiy studied at the Ukrainian State University of Finance and International Trade receiving a master’s degree in International Finance.
George Daschko. Mr. George Daschko was our President and a director since our incorporation in January, 2007, until his resignation on September 8, 2008. Mr. Daschko graduated from Carleton University in 1970 with a BSc. in mathematics and physics. Since 1988, Mr. Daschko has been President and sole owner of Envirotech Pollution Controls Ltd.
Johannes Petersen. On September 29, 2009, Mr. Petersen was appointed as a director and our Chief Financial Officer. Mr. Petersen holds a BSc in Economics from Universidad del Pacifico (Peru) and an MBA degree from the London Business School (UK). He brings to the Company experience gained from multiple managerial and directorship positions within diverse private and public companies. Since completing his business school studies, Mr. Petersen gained business development and business planning experience with an emphasis in the resources industry. He has worked in business planning and development for natural resource projects and has also covered several functions within the financial services industry, ranging from fixed income to currency trading. Mr. Petersen currently sits on the board of directors of Reflection Oil & Gas Partners Ltd., a private UK company, Tiger Oil & Gas Corporation Ltd, a private UK company of which he was a founder, Hainan Mining Corporation Ltd., a private UK company of which he was a founder, and Century Petroleum Corp. (f/k/a SOM Resources Inc.), a U.S. public company, currently quoted on the Pink Sheets, of which he was a founder and is currently a director. Mr. Petersen formerly worked for Dragon Gold Resources Inc. (n/k/a Edgeline Holdings, Inc.), a U.S. company previously listed on the OTC Bulletin Board and formerly worked in Lima, Peru for the following: Peru Scan Trading SAC, Credibolsa SAB, Banco de Credito del Peru and CONASEV (Peruvian securities regulation agency equivalent to the SEC).
21
Nominations to the Board of Directors
There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.
Audit Committee
Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead, our entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act. In addition, no director on our Board of Directors currently meets the definition of an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. We are currently seeking candidates for outside directors and for a financial expert to serve on a separate audit committee when we establish one. Due to our small size, limited resources and capital constraints, it has been difficult to recruit such outside directors and financial experts.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers and directors and persons who own more than 10% of a registered class of our securities to file reports of change of ownership with the SEC. Officers, directors and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all 16(a) forms they file.
To our knowledge, based solely on review of the copies of such reports furnished to us for the period ended July 31, 2009, certain Section 16(a) reports required to be filed by Mr. Gruden were not filed on a timely basis.
Involvement in Certain Legal Proceedings
No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past five (5) years.
Code of Ethics
Due to our recent change in business strategy and objectives and our small size and limited resources, we have not yet adopted a code of ethics that applies to our principal executive officer and principal accounting officer, but intend to do so this year.
| ITEM 11. | EXECUTIVE COMPENSATION |
Summary Compensation
Our Board of Directors has not established a separate compensation committee. Instead, the entire Board of Directors reviews and approves executive compensation policies and practices, reviews, salaries and bonuses for our officers, administers our benefit plans, and considers other matters as may, from time to time, be referred to it. We do not currently have a Compensation Committee Charter. Our Board continues to emphasize the important link between our performance, which ultimately benefits all shareholders, and the compensation of our executives. Therefore, the primary goal of our executive compensation policy is to closely align the interests of the shareholders with the interests of the executive officers. In order to achieve this goal, we attempt to (i) offer compensation opportunities that attract and retain executives whose abilities and skills are critical to our long-term success and reward them for their efforts in ensuring our success and (ii) encourage executives to manage from the perspective of owners with an equity stake in the Company.
22
The following table sets forth information regarding all forms of compensation received by the named executive officers during the fiscal years ended July 31, 2009, and July 31, 2008, respectively:
|
Name and Principal Position |
Year
Ended July 31 |
Salary
($) |
Bonus
($) |
Stock
Awards ($) |
Option
Awards ($) (1) |
Non-Equity
Incentive Plan Compensation ($) |
Non-Qualified
Deferred Compensation Earnings ($) |
All
Other
Compensation ($) |
Total
($) |
|||||||||||||||||||||||||||
|
(a) |
(b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
|
Wayne Gruden CEO |
2009 | $ | 0 | $ | 0 | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
| 2008 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | ||||||||||||||||||||||||||||
|
Johannes Petersen (4) CFO |
2009 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
|
Former Executive Officers |
||||||||||||||||||||||||||||||||||||
|
Alexander Hornostai (2) |
2009 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||||
| 2008 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||||||
|
George Daschko (3) |
2009 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||||
| 2008 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||||||
| (1) | The amounts in column (f) reflect the dollar amount recognized for financial statement reporting purposes for the years ended December 31, 2008, and 2007 in accordance with SFAS 123(R). |
| (2) | Mr. Hornostai resigned from the position of Secretary and Treasurer on March 25, 2009, and from the position of director on March 26, 2009. |
| (3) | Mr. Daschko resigned September 8, 2008. |
| (4) | Mr. Petersen’s compensation information will not be disclosed in this Annual Report on Form 10-K as he was not appointed as CFO until September 29, 2009. |
Outstanding Equity Awards at July 31, 2009 Year-End
|
Name |
Number of
Securities Underlying Unexercised Options (#) |
Equity
Incentive Plan Award: Number of Securities Underlying Unexercised Unearned Options Unexercisable (#) |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Excercisable (#) |
Option
Exercise Price ($) |
Option
Expiration Date |
Number
of Shares or Units of Stock that Have Not Vested (#) |
Market
Value of Shares or Units of Stock that Have Not Vested ($) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) |
|||||||||||||||||||||||||||
|
(a) |
(b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
|
Wayne Gruden CEO |
0 | 0 | 0 | — | — | 0 | — | 0 | — | |||||||||||||||||||||||||||
|
Johannes Petersen (1) CFO |
n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
|
Former Executive Officers |
||||||||||||||||||||||||||||||||||||
|
Alexander Hornostai |
0 | 0 | 0 | — | — | 0 | — | 0 | — | |||||||||||||||||||||||||||
|
George Daschko |
0 | 0 | 0 | — | — | 0 | — | 0 | — | |||||||||||||||||||||||||||
| (1) | Mr. Petersen’s equity award information will not be disclosed in this Annual Report on Form 10-K as he was not appointed as CFO until September 29, 2009. |
23
Compensation of Directors
All directors receive reimbursement for reasonable out-of-pocket expenses in attending board of directors meetings and for promoting our business. From time to time we may engage certain members of the board of directors to perform services on our behalf. In such cases, we compensate the members for their services at rates no more favorable than could be obtained from unaffiliated parties. Our directors have not received any compensation for the fiscal year ended July 31, 2009.
Option Grants and Exercises
There were no option grants or exercises by any of the executive officers named in the Summary Compensation Table above.
Employment Agreements
We have not entered into employment and/or consultant agreements with our current director and officer.
Note, however, that a consulting agreement was entered into on September 29, 2009, with Mr. Petersen. Further discussion regarding Mr. Petersen’s consulting agreement can be found at Note 13, Subsequent Events, to the Notes to Financial Statements included in this Report.
Compensation Committee Interlocks and Insider Participation
We currently have no compensation committee or other board committee performing equivalent functions. However, as such disclosure is required pursuant to Item 407(e)(4)(ii) of Regulation S-K, the following officers and employees have participated in deliberations concerning executive officer compensation in the period covered by this Annual Report on Form 10-K: Messrs. Gruden and Petersen.
24
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table presents certain information regarding the beneficial ownership of all shares of common stock at November 10, 2009, for each executive officer and director of our Company and for each person known to us who owns beneficially more than five percent (5%) of the outstanding shares of our common stock. The percentage ownership shown in such table is based upon the 63,750,000 common shares issued and outstanding and ownership by these persons of options or warrants exercisable within 60 days of such date.
|
Name and Address |
Common Shares
Owned |
Exercisable
Options and Warrants (1) |
Total | Percentage | ||||||||||||
|
Wayne Gruden c/o American Sierra Gold Corp. 200 S. Virginia, 8 th Floor, Reno, Nevada 89501 |
33,000,000 | 0 | 33,000,000 | 51.76 | % | |||||||||||
|
Alexander Hornostai 108-9B Koshytsya St., Kiev, Ukraine |
0 | 0 | 0 | — | ||||||||||||
|
George Daschko c/o American Sierra Gold Corp. 200 S. Virginia, 8 th Floor, Reno, Nevada 89501 |
0 | 0 | 0 | — | ||||||||||||
|
Dmitry Ruzhytskiy Simonenko street 4a apt.21, 07300, Vyshgorod, Kyivska region, Ukraine |
0 | 0 | 0 | — | ||||||||||||
|
Johannes Petersen c/o American Sierra Gold Corp. 200 S. Virginia, 8 th Floor, Reno, Nevada 89501 |
0 | 1,000,000 | (2) | 1,000,000 | 1.57 | % | ||||||||||
|
All directors and officers as a group (2 persons) |
33,000,000 | 1,000,000 | 33,000,000 | (3) | 51.76 | % | ||||||||||
| (1) | Represents stock options and stock warrants exercisable at November 10, 2009 or within sixty (60) days of November 10, 2009. |
| (2) | Mr. Petersen holds a 3-year warrant to purchase 1,000,000 shares of the Company’s common stock at $0.01 per share, issued in a private transaction with Mr. Gruden in connection with engaging Mr. Petersen as an officer and director of the Company and the consulting services and correlating compensation provisions therefor. Mr. Petersen has no voting or dispositive power with respect to such shares until or upon exercise of the warrant for any portion of the shares. |
| (3) | The total shares held by officers and directors as a group remains 33,000,000 as the 1,000,000 warrant shares held by Mr. Petersen are held pursuant to a private warrant issued by Mr. Gruden directly to Mr. Petersen, discussed in note 2 above. |
25
Changes in Control
There are no existing arrangements that may result in a change in control of the Company.
Securities authorized for issuance under equity compensation plans.
The following table sets forth information regarding our equity compensation plans.
Equity Compensation Plan Information
The following table sets forth information about our equity compensation plan:
|
Plan category |
Number Of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants And Rights |
Weighted-Average Exercise Price Of Outstanding Options, Warrants And Rights |
Number Of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected In Column (A)) |
|||
|
Equity Compensation Plans Approved By Security Holders |
0 | — | 0 | |||
|
Equity Compensation Plans Not Approved By Security Holders |
0 | — | 0 | |||
|
Total |
0 | — | 0 | |||
26
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Related Party Transactions
Other than the transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which any of our directors, executive officers, stockholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.
As of July 31, 2009, we owed $27,301 to Mr. George Daschko, who is a former director, officer and stockholder of ours.
As of July 31, 2009, a loan for working capital purposes from Mr. Wayne Gruden, an officer and stockholder of ours amounted to $106,000. The loan is unsecured, non-interest bearing, and has no specific terms of repayment.
On January 30, 2007, pursuant to the terms of a subscription agreement, we sold 600,000 (pre-forward stock split) shares of our common stock to Mr. George Daschko, our former President and director, for cash payment to us of $6,000. We believe this issuance was deemed to be exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale was made only to Mr. George Daschko who is a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.
On January 30, 2007, pursuant to the terms of a subscription agreement, we sold 700,000 (pre-forward stock split) shares of our common stock to Mr. Alexander Hornostai, our former secretary, treasurer, and director, for a cash payment to us of $7,000. We believe this issuance was deemed to be exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale was made only to Mr. Alexander Hornostai, who is a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.
Director Independence
We do not have a separate compensation, nominating or audit committee, nor do we currently have any members of our Board of Directors who may be deemed independent under Rule 4200 of the National Association of Securities Dealers’ (NASD) listing standards for determining director independence. We plan to seek out independent directors in the future as we grow pursuant to our current business objectives.
27
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
Our independent registered accountant is Thomas J. Harris, CPA. Our financial statements for the fiscal year ended July 31, 2009, were audited by Thomas J. Harris, CPA. Our financial statements for the fiscal year ended July 31, 2008, were audited by Etania Audit Group, P.C. (formerly Davis Accounting Group, P.C.).
Audit Fees . The aggregate fees paid for the annual audit of the Company’s financial statements included in our Annual Report for the year ended July 31, 2009, and the review of our quarterly reports for such year amounted to $11,250 paid to Etania Audit Group P.C. (formerly Davis Accounting Group, P.C.). The aggregate fees paid for the annual audit of financial statements included in our Annual Report for the fiscal year ended July 31, 2008, and the review of our quarterly reports for such year, amounted to $7,750 paid to Etania Audit Group P.C. (formerly Davis Accounting Group, P.C.).
Audit Related Fees . For the fiscal years ended July 31, 2009, and July 31, 2008, we paid $Nil and $Nil, respectively, to Etania Audit Group P.C. (formerly Davis Accounting Group, P.C.) and Thomas J. Harris, CPA for other audit related fees.
Tax Fees . For the fiscal years ended July 31, 2009, and July 31, 2008, we paid $Nil and $Nil, respectively, to Etania Audit Group P.C. and Thomas J. Harris, CPA for tax fees.
All Other Fees . For the fiscal years ended July 31, 2009, and July 31, 2008, there were no fees billed for accounting services other those described above.
Our Board of Directors serves as the Audit Committee and has unanimously approved all audit and non-audit services provided by the independent auditors. The independent accountants and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent accountants, and the fees for the services performed to date.
There have been no non-audit services provided by our independent accountants for the year ended July 31, 2009.
28
PART IV
| ITEM 15. | FINANCIAL STATEMENTS AND EXHIBITS |
| (a)(1)(2) | Financial Statements: See index to financial statements at the end of this Annual Report. | |
| (a)(3) | Exhibits: See index below. | |
|
Exhibit No. |
Description |
|
| 3.1 | Articles of Incorporation (1) | |
| 3.2 | By-laws (1) | |
| 3.3 | Articles of Merger (2) | |
| 3.4 | Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209 (3 ) | |
| 4.1 | Specimen Common Stock Certificate of American Sierra Gold Corp. (1) | |
| 10.1 | Property Option Agreement between the Company and Yale Resources Ltd. (4 ) | |
| 10.2 | Amendment No. 1 to Joint Venture Agreement (2 ) | |
| 10.3 | Form of Warrant (2 ) | |
| 10.4 | Operating Agreement – Gold Run Enterprises, LLC (2 ) | |
| 10.5 | Operating Agreement – Bowerman Holdings, LLC (2 ) | |
| 10.6 | Form of Subscription Agreement with Tobermory Holding Ltd (2 ) | |
| 31.1 | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 31.2 | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
| 32.1 | Certification of Chief Executive and Chief Financial Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* | |
| * | Filed herewith. |
| (1) | Incorporated by reference from Form SB-2 filed with the SEC on November 7, 2007. |
| (2) | Incorporated by reference from Form 10-Q filed with the SEC on March 22, 2009. |
| (3) | Incorporated by reference from Form 8-K filed with the SEC on May 25, 2009. |
| (4) | Incorporated by reference from Form 8-K filed with the SEC on May 5, 2009. |
29
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereto duly authorized.
| AMERICAN SIERRA GOLD CORP. | ||||||
|
Date: July 26, 2011 |
By: |
/s/ James Vandeberg |
||||
| Name: | James Vandeberg | |||||
| Title: | Principal Executive Officer | |||||
|
Date: July 26, 2011 |
By: |
James Vandeberg |
||||
| Name: | James Vandeberg | |||||
| Title: | Principal Accounting and Financial Officer | |||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
SIGNATURE |
TITLE | DATE | ||
|
/s/ James Vandeberg |
July 26, 2011 | |||
|
James Vandeberg |
Principal Executive Officer, Principal Accounting and Financial Officer and sole Director | |||
30
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
( An Exploration Stage Enterprise )
Index to Financial Statements
JULY 31, 2009, AND 2008
| Report of Independent Registered Public Accounting Firm | F-2 | |||
| Balance Sheets: | ||||
| F-3 | ||||
| Statements of Operations: | ||||
| F-4 | ||||
| Statement of Retained Earnings (Deficit): | ||||
| F-5 | ||||
| Statements of Cash Flows: | ||||
| F-6 | ||||
| Notes to Financial Statements | ||||
| F-7 | ||||
F-1
THOMAS J. HARRIS
CERTIFIED PUBLIC ACCOUNTANT
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
Seattle, WA
We have audited the balance sheets of AMERICAN SIERRA GOLD CORP. (FORMERLY C.E. ENTERTAINMENT, INC.) an exploration stage company, as at JULY 31, 2009, the statements of earnings and deficit, stockholders’ deficiency and cash flows for the years then ended and the period from inception January 30, 2007 to JULY 31, 2009. The statements for the year ended July 31, 2008 were audited by other accountants and are included for comparison purposes only. We do not express an opinion on them. 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 audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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 audit provides 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 AMERICAN SIERRA GOLD CORP. (FORMERLY C.E. ENTERTAINMENT, INC.) a development stage company, as of July 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended, including the period from inception January 30, 2007 to July 31, 2009, in conformity with generally accepted accounting principles 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, the company’s significant operating losses, working capital deficiency and need for new capital raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Thomas J Harris, CPA
Seattle, WA
July 19, 2011
F-2
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(An Exploration Stage Enterprise)
Balance Sheets
|
Unaudited
July 31, 2008 |
Audited
July 31, 2009 |
|||||||
|
ASSETS |
||||||||
|
Current assets: |
||||||||
|
Cash |
$ | 4,960 | $ | 27,520 | ||||
|
Prepaid expenses |
301 | — | ||||||
|
Total current assets |
5,261 | 27,520 | ||||||
|
Other Assets |
||||||||
|
Mining Claims |
350,000 | |||||||
|
Website software |
3,542 | 10,573 | ||||||
|
Total Other Assets |
3,542 | 360,573 | ||||||
|
Total assets |
$ | 8,803 | $ | 388,093 | ||||
|
LIABILITIES |
||||||||
|
Current liabilities: |
||||||||
|
Accounts payable and accrued expenses |
$ | 10,828 | $ | 17,453 | ||||
|
Related party loans |
15,125 | 133,301 | ||||||
|
Loans payable |
— | 160,000 | ||||||
|
Total current liabilities |
25,953 | 310,754 | ||||||
|
Total liabilities |
25,953 | 310,754 | ||||||
|
STOCKHOLDERS’ EQUITY |
||||||||
|
Common stock, $.001 par value, 2,000,000,000 authorized,
|
82,400 | 82,400 | ||||||
|
Capital in excess of par value |
(31,400 | ) | (31,400 | ) | ||||
|
Stock subscription payable |
137,469 | |||||||
|
Deficit accumulated during the development stage |
(68,150 | ) | (111,130 | ) | ||||
|
Total stockholders’ equity |
(17,150 | ) | 77,339 | |||||
|
Total liabilities and stockholders’ deficit |
$ | 8,803 | $ | 388,093 | ||||
The accompanying notes are an integral part of these financial statements.
F-3
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(An Exploration Stage Enterprise)
Statements of Operations
|
Year
Ended
July 31, 2008 |
Year
Ended
July 31, 2009 |
Cumulative,
Inception, January 30, 2007 Through July 31, 2009 |
||||||||||
|
Sales |
$ | — | $ | — | $ | — | ||||||
|
Cost of Sales |
— | — | — | |||||||||
|
Cost of Sales |
— | — | — | |||||||||
|
General and administrative expenses: |
||||||||||||
|
Exploration costs |
||||||||||||
|
Consulting |
7,500 | 7,500 | ||||||||||
|
Insurance |
||||||||||||
|
Investor relations |
12,328 | 651 | 12,979 | |||||||||
|
Legal fees |
13,338 | 18,128 | 41,466 | |||||||||
|
Tax and license |
2,961 | 1,238 | 4,199 | |||||||||
|
Bank charges |
||||||||||||
|
Accounting |
7,750 | 11,250 | 22,750 | |||||||||
|
Other office and miscellaneous |
8.097 | 3,479 | 14,002 | |||||||||
|
Total operating expenses |
51,974 | 34,746 | 102,896 | |||||||||
|
(Loss) from operations |
(51,974 | ) | (34,746 | ) | (102,896 | ) | ||||||
|
Other income (expense): |
||||||||||||
|
Interest income |
— | |||||||||||
|
Loss on write-off of mineral properties |
— | |||||||||||
|
Loss on write-off of website software costs |
(2,267 | ) | (2,267 | ) | ||||||||
|
Investment losses |
||||||||||||
|
Interest (expense) |
(5,967 | ) | (5,967 | ) | ||||||||
|
(Loss) before taxes |
(51,974 | ) | (42,980 | ) | (111,130 | ) | ||||||
|
Provision (credit) for taxes on income |
— | — | — | |||||||||
|
Net (loss) |
$ | (51,974 | ) | $ | (42,980 | ) | $ | (111,130 | ) | |||
|
Basic earnings (loss) per common share |
$ | (0.0006 | ) | $ | (0.0005 | ) | ||||||
|
Weighted average number of shares outstanding |
82,400,000 | 82,400,000 | ||||||||||
The accompanying notes are an integral part of these financial statements.
F-4
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
( An Exploration Stage Enterprise )
Statement of Retained Earnings
|
Additional
Paid-in Capital |
Subscriptions
Received |
(Deficit)
Accumulated During the Development Stage |
Totals | |||||||||||||||||||||
| Common stock | ||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||
|
Balance, January 30, 2007 |
— | — | — | — | — | |||||||||||||||||||
|
Common stock issued |
52,000,000 | 52,000 | (39,000 | ) | — | 13,000 | ||||||||||||||||||
|
Common stock issued |
30,400,000 | 30,400 | 7,600 | — | 38,000 | |||||||||||||||||||
|
Net (loss) for the period |
— | — | — | (16,176 | ) | (16,176 | ) | |||||||||||||||||
|
Balance, July 31, 2007 |
82,400,000 | 82,400 | (31,400 | ) | (16,176 | ) | 34,824 | |||||||||||||||||
|
Net (loss) for the period |
— | — | — | (51,974 | ) | (51,974 | ) | |||||||||||||||||
|
Balance, July 31, 2008 |
82,400,000 | 82,400 | (31,400 | ) | (68,150 | ) | (17,150 | ) | ||||||||||||||||
|
Common stock subscribed |
— | — | — | 137,469 | — | 137,469 | ||||||||||||||||||
|
Net (loss) for the period |
— | — | — | — | (42,980 | ) | (42,980 | ) | ||||||||||||||||
|
Balance, July 31, 2009 |
82,400,000 | $ | 82,400 | $ | (31,400 | ) | $ | 137,469 | $ | (111,130 | ) | $ | 77,339 | |||||||||||
The accompanying notes are an integral part of these financial statements.
F-5
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(An Exploration Stage Enterprise)
Statements of Cash Flows
|
Year Ended
July 31, 2008 |
Year Ended
July 31, 2009 |
Cumulative,
Inception, January 30, 2007 Through July 31, 2009 |
||||||||||
|
Cash flows from operating activities: |
||||||||||||
|
Net (loss) |
$ | (51,974 | ) | $ | (42,980 | ) | $ | (111,130 | ) | |||
|
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities: |
||||||||||||
|
Amortization |
1,558 | 1,275 | 2,833 | |||||||||
|
Loss on write off of mineral property |
||||||||||||
|
Loss on write off of website |
2,267 | 2,267 | ||||||||||
|
Loss on joint venture |
||||||||||||
|
Change in current assets and liabilities: |
||||||||||||
|
Prepaids |
1,449 | 301 | ||||||||||
|
Deposits |
— | |||||||||||
|
Accounts payable and accrued expenses |
(2,992 | ) | 6,625 | 17,453 | ||||||||
|
Net cash flows from operating activities |
(51,889 | ) | (32,512 | ) | (88,577 | ) | ||||||
|
Cash flows from investing activities: |
||||||||||||
|
Website development |
(5,100 | ) | (10,573 | ) | (15,673 | ) | ||||||
|
Purchase of Mining Rights |
(350,000 | ) | (350,000 | ) | ||||||||
|
Net cash flows from investing activities |
(5,100 | ) | (360,573 | ) | (365,673 | ) | ||||||
|
Cash flows from financing activities: |
||||||||||||
|
Proceeds from sale of common stock |
— | — | 51,000 | |||||||||
|
Stock subscription payable |
137,469 | 137,469 | ||||||||||
|
Payments to related party |
15,125 | 118,176 | 133,301 | |||||||||
|
Proceeds/(Payment) of notes payable |
160,000 | 160,000 | ||||||||||
|
Net cash flows from financing activities |
15,125 | 415,645 | 481,770 | |||||||||
|
Net cash flows |
(41,864 | ) | 22,560 | 27,520 | ||||||||
|
Cash and equivalents, beginning of period |
46,824 | 4,960 | — | |||||||||
|
Cash and equivalents, end of period |
$ | 4,960 | $ | 27,520 | $ | 27,520 | ||||||
|
Supplemental cash flow disclosures: |
||||||||||||
|
Cash paid for interest |
$ | — | $ | — | $ | — | ||||||
|
Cash paid for income taxes |
$ | — | $ | — | $ | — | ||||||
The accompanying notes are an integral part of these financial statements.
F-6
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
Note 1 - Summary of Significant Accounting Policies
General Organization and Business
American Sierra Gold Corp. (“American Sierra” or the “Company”) is a Nevada corporation in the exploration stage. The Company was incorporated under the laws of the State of Nevada on January 30, 2007. The original business plan of the Company was to engage in the marketing and sale of Ukrainian classical music. Effective May 19, 2009, the Company changed its name from C.E. Entertainment, Inc. to American Sierra Gold Corp. by way of a merger with its wholly owned subsidiary American Sierra Gold Corp., which was formed solely for the purpose of a change in name. In addition, the Company changed its focus to a business plan involving the acquisition, exploration, development, mining, and production of precious metals, with emphasis on gold and silver. The Company has not established the existence of a commercially minable deposit and therefore has not reached the development stage and is considered to be in the exploration stage.
In November 2010, the Company acquired a 100% undivided interest in six mineral claims in the Adams Ridge area of British Columbia, Canada (“Adams Ridge Claims”) totaling approximately 2,479 hectares. The Adams Ridge Claims are held in trust for the Company by Carl Von Einsiedel, trustee of the BC Land Trust, as required by the B.C. Mineral Tenure Act. The claims have been registered with the Government of British Columbia. The Company’s plan of operation is to conduct mineral exploration activities on the Adams Ridge Claims in order to assess whether the sites possess mineral deposits of gold or other precious metals in commercial quantities, capable of commercial extraction. The Company has ceased exploration activities due to budgetary constraints and, therefore, has not established whether there are mineral reserves at the Adams Ridge Claims sites, nor can there be any assurance that the Company will be able to commence exploration activities.
Basis of Presentation
The unaudited financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods.
The Company’s accounting and reporting policies conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises. Changes in classification of 2010 amounts have been made to conform to current presentations.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.
Property and Equipment
The Company values its investment in property and equipment at cost less accumulated depreciation. Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from five to thirty-nine years.
F-7
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
Fair Value of Financial Instruments and Derivative Financial Instruments
We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.
Federal Income Taxes
Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits 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, and for tax loss and credit carryforwards. 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. Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.
Net Income Per Share of Common Stock
We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. We do not have a complex capital structure requiring the computation of diluted earnings per share.
Internal Website Development Costs
Under FASB ASC350-50, Emerging Issues Taskforce Statement 00-2, “Accounting for Website Development Costs” (“EITF 00-2”), costs and expenses incurred during the planning and operating stages of the Company’s website are expensed as incurred. Under ASC 350-50EITF 00-2, costs incurred in the website application and infrastructure development stages are capitalized by the Company and amortized to expense over the website’s estimated useful life or period of benefit. As of July 31, 2010, and 2009, the Company capitalized $10,573 related to its internal-use website development related to a new website as work in process. As of July 31, 2008, the Company had capitalized $5,100 and recorded $1,558 in accumulated amortization related to its internal-use website development for a previous website. During 2009, the old website development costs and related accumulated amortization were written-off to expense resulting in a loss on disposal in the amount of $2,267.
Costs of Computer Software Developed or Obtained for Internal Use
Under Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” (“SOP 98-1”), the Company capitalizes external direct costs of materials and services consumed in developing or obtained internal-use computer software; payroll and payroll-related costs for employees who were directly associated with and who devoted time to the internal-use computer software project; and, interest costs related to loans incurred for the development of internal-use software. As of July 31, 2009, and 2008, the Company had not undertaken any projects related to the development of internal-use software.
F-8
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
Costs of Computer Software to be Sold or Otherwise Marketed
Under Statement of Financial Accounting Standards No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed” (“SFAS No. 86”), the Company capitalized, in connection with its initial business plan, costs associated with the development of certain training software products held for sale when technological feasibility was established. Capitalized computer software costs of products held for sale were amortized over the useful life of the products from the software release date. As of July 31, 2009, and 2008, the Company had not undertaken any projects related to the development of software products held for sale or to be otherwise marketed.
Mineral Properties
The Company is currently engaged in the business of acquiring and exploring mineral claims, with an emphasis on gold and silver. Mineral claim and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Company until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development cost, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives at each balance sheet date. The Company records an impairment or change in useful life whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed.
At the beginning of November 2010, the Company abandoned the Urique Project in Mexico and the Discovery Day Gold Project in California. Subsequent to the fiscal year ended July 31, 2010, the Company also abandoned its mineral property interests and Joint Venture project with Trinity Alps Resources, Inc.
Deferred Offering Costs
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.
Deferred Acquisition Costs
The Company defers as other assets the direct incremental costs of raising capital until such time as the offering is completed. At the time of the completion of the offering, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated.
Common Stock Registration Expenses
The Company considers incremental costs and expenses related to the registration of equity securities with the SEC, whether by contractual arrangement as of a certain date or by demand, to be unrelated to original issuance transactions. As such, subsequent registration costs and expenses are reflected in the accompanying financial statements as general and administrative expenses, and are expensed as incurred.
F-9
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
Note 2 - Uncertainty, Going Concern
At July 31, 2010, the Company was engaged in a business and had suffered losses from exploration stage activities to date. In addition, the Company has minimal operating funds. While no steps have been taken by the Company, due to the doubt about its ability to continue as a going concern, the Company may in the future explore new business opportunities that the Company believes would be beneficial to its stockholders. Although the Company is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, the Company must rely on its officers to perform essential functions with minimal compensation. No amounts have been recorded in the accompanying financial statements for the value of officers’ services, as it is not considered material. These factors raise doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 3 - Change in Management
On September 10, 2010, Mr. Johannes Petersen resigned as a Director and Chief Financial officer of the Company. Mr. Wayne Gruden continued to serve as a Director of the Company and became its sole officer.
On October 20, 2010, Mr. James Vandeberg was appointed as a Director and sole officer of the Company. Additionally, Mr. Wayne Gruden resigned as a Director and sole officer of the Company.
Note 4 - Related Party Loans
As of July 31, 2009, the Company owed $27,301 to a former Director, officer, and stockholder of the Company in connection with a loan made to the Company in the amount of $27,301 on July 31, 2009. The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no terms for repayment. This loan was forgiven by the lender on May 18, 2011.
As of July 31, 2009, the Company owed $106,000 to a former officer of the Company in connection with a loan made to the Company in the amount of $106,000 on July 31, 2009. The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of repayment. This loan was forgiven by the lender on May 18, 2011.
As of July 31, 2010, the Company owed $62,500 to its former officers in connection with loans made to the Company in the amount of $62,500 in November 2009. The loans were provided for working capital purposes, and are unsecured, non-interest bearing, and have no specific terms of repayment. This loan was forgiven by the lender on May 18, 2011.
Note 5 - Loans Payable
On February 11, 2009, the Company borrowed $75,000 from a third party for working capital purposes. The loan is unsecured, bears interest at 8 percent per annum, and was due on February 11, 2010. The loan term has not been extended and is due on demand. This loan was forgiven by the lender on May 18, 2011.
On April 3, 2009, the Company borrowed $125,000 from a third party under a promissory note. The loan is unsecured, bears interest at 10 percent per annum, and was due and payable on April 3, 2010. On July 20, 2009, the Company made a principal payment of $40,000 on this loan. On October 2, 2009, the Company made a principal payment of $25,000 on this loan. On November 9, 2009, the Company made a principal payment of $15,000 on this loan. The loan term has not been extended and is now due on demand. The balance of this note as of July 31, 2010 was $45,000. This loan was forgiven by the lender on May 18, 2011.
On September 30, 2010, the Company received a loan in the amount of $110,000. This loan was forgiven by the lender on May 18, 2011.
On October 12, 2010, the Company received a loan in the amount of $110,000. This loan was forgiven by the lender on May 18, 2011.
F-10
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
Note 6 - Common Stock
On January 30, 2007, the Company issued 52,000,000 shares of common stock (post forward stock split) valued at a price of $0.00025 per share to Directors and officers for cash proceeds of $13,000 to the Company (See Note 8).
In February 2007, the Company commenced a capital formation activity through a private placement offering (PPO #1), exempt from registration under Regulation S of the Securities Act of 1933, as amended, to raise up to $38,000 through the issuance 30,400,000 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.00125 per share. As of March 31, 2007, the Company fully subscribed the PPO #1, and received proceeds of $38,000, whereupon it issued 30,400,000 shares of its common stock to 38 foreign, non-affiliated investors.
On November 7, 2007, the Company filed a Registration Statement on Form SB-2 under the Securities Act of 1933, as amended, with the SEC to register 30,400,000 shares of its common stock (post forward stock split) on behalf of selling stockholders. The Registration Statement was declared effective by the SEC on November 20, 2007. The Company did not receive any of the proceeds from this registration of common stock.
Effective May 19, 2009, the Company declared a forty (40) for one (1) forward stock split of its authorized, issued, and outstanding common stock. As a result, the authorized capital of the Company was increased from 50,000,000 shares of common stock, with a par value of $0.001, to 2,000,000,000 shares of common stock, with a par value of $0.001, and correspondingly its issued and outstanding capital stock increased from 2,060,000 shares of common stock to 82,400,000 shares of common stock. The accompanying financial statements and these notes thereto have been adjusted accordingly to reflect this forward stock split.
In July 2009, the Company commenced a private placement offering (PPO #2), exempt from registration under Regulation S of the Securities Act of 1933, as amended, to raise up to $137,500 through the offer and sale of up to 183,334 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.75 per share to two (2) non-U.S. individuals. Proceeds of $137,469 related to PPO #2 were received before July 31, 2009. As a result, on September 1, 2009, the Company issued 100,000 shares of common stock (post forward stock split) and, on November 16, 2009, the Company issued an additional 83,334 shares of common stock (post forward stock split) to the investors in connection with PPO #2.
In September 2009, the Company commenced a private placement offering (PPO #3), exempt from registration under Regulation S of the Securities Act of 1933, as amended, to raise up to $100,000 through the issuance 250,000 shares of its common stock (post forward stock split), par value $0.001 per share, at an offering price of $0.40 per share. On October 1, 2009, the Company issued 250,000 shares of common stock (post forward stock split) to investors in connection with PPO #3.
In November 2009, the Company canceled 19,000,000 shares of common stock (post forward stock split) that were forfeited by Mr. Wayne Gruden, a former Director and officer of the Company, in connection with his departure. On November 20, 2009, the Company closed a private placement offering (PPO #4) whereupon it issued 348,837 units at a price of $0.86 per unit for total proceeds of $300,000. The offer and sale of securities under PPO #4 was exempt from registration under Regulation S of the Securities Act of 1933, as amended. Each unit consisted of one share of common stock, par value $0.001 per share, and one warrant that gives the holder the option to purchase one share of common stock at a price of $1.51 with a term of two years.
F-11
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
On December 11, 2009, the Company closed a private placement offering (PPO #5) whereupon it issued 819,672 units at a price of $0.61 per unit for total proceeds of $500,000. The offer and sale of securities under PPO #5 was exempt from registration under Regulation S of the Securities Act of 1933, as amended. Each unit consisted of one share of common stock, par value $0.001 per share, and one warrant that gives the holder the option to purchase one share of common stock, par value $0.001 per share, at a price of $1.07 with a term of two years.
On October 19, 2009, as required per the Company’s joint venture agreement with Trinity Alps Property (“Trinity Alps Joint Venture”), the Company issued 2,000,000 restricted shares of common stock, par value $0.001 per share, and a warrant that gave the holder the option of purchasing up to 2,000,000 shares of common stock, par value $0.001 per share, of the Company at an exercise price of $1.25 per share and with a term of five years. The issuance of these securities was exempt under Rule 506 of Regulation D of the Securities Act of 1933, as amended. This satisfied all equity issuances as required by the joint venture agreement. As of October 19, 2009, the 2,000,000 shares of common stock were valued at $1,660,000. The warrants to purchase 2,000,000 shares of the common stock of the Company were later forfeited by Trinity Alps Property in connection with the termination of the Trinity Alps Joint Venture and canceled by the Company.
On December 8, 2009, the Company issued 300,000 shares of common stock (post forward stock split) in connection with the Trinity Alps Joint Venture. The issuance of these securities was exempt under Rule 506 of Regulation D of the Securities Act of 1933, as amended. The total proceeds from this offering were $249,000.
On March 22, 2010, the Company issued 100,000 shares of common stock (post forward stock split) in connection with the Trinity Alps Joint Venture. The issuance of these securities was exempt under Rule 506 of Regulation D of the Securities Act of 1933, as amended.
On May 26, 2010, the Company closed a private placement offering (PPO #6) whereupon it issued 800,000 units at a price of $0.25 per unit for total proceeds of $200,000. The offer and sale of securities under PPO #6 was exempt from registration under Regulation S of the Securities Act of 1933, as amended. Each unit consists of one share of common stock, par value $0.001 per share, and one warrant that gives the holder the option to purchase one share of common stock, par value $0.001 per share, at a price of $0.44 with a term of five years.
Warrants
As of July 31, 2009, the Company had warrants outstanding as follows:
|
Grant Date |
Number | Exercise Price | Expiration Date | |||||||||
|
October 20, 2009 |
348,837 | $ | 1.51 | October 20, 2011 | ||||||||
|
December 11, 2009 |
819,672 | $ | 1.07 | December 11, 2011 | ||||||||
|
May 25, 2010 |
800,000 | $ | 0.44 | May 26, 2015 | ||||||||
|
Total |
1,968,509 | |||||||||||
F-12
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
Note 7 - Income Taxes
The provision (benefit) for income taxes for the fiscal years ended July 31, 2009, and 2008, were as follows:
| Year Ended July 31, | ||||||||
| 2009 | 2008 | |||||||
|
Current Tax Provision: |
||||||||
|
Federal- Taxable income |
$ | — | $ | — | ||||
|
Total current tax provision |
$ | — | $ | — | ||||
|
Deferred Tax Provision: |
||||||||
|
Federal- |
||||||||
|
Loss carryforwards |
$ | 6,447 | $ | 7,796 | ||||
|
Change in valuation allowance |
(6,447 | ) | (7,796 | ) | ||||
|
Total deferred tax provision |
$ | — | $ | — | ||||
The Company had deferred income tax assets as of July 31, 2009, and 2008, as follows:
| July 31, | ||||||||
| 2009 | 2008 | |||||||
|
Loss carryforwards |
$ | 16,669 | $ | 10,222 | ||||
|
Less - Valuation allowance |
(16,669 | ) | (10,222 | ) | ||||
|
Total net deferred tax assets |
$ | — | $ | — | ||||
The Company provided a valuation allowance equal to the deferred income tax assets for the fiscal years ended July 31, 2009 and 2008, because it is not presently known whether future taxable income will be sufficient to utilize the loss carryforwards.
As of July 31, 2009 and 2008, the Company had approximately $111,130, and $68,150, respectively, in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and will begin to expire in the year 2027.
Note 8 - Related Party Transactions
As described in Note 4, in January 2007, the Company issued 52,000,000 shares of common stock (post forward stock split) to Directors and officers of the Company for cash proceeds of $13,000.
As described in Note 3, on September 9, 2008, Mr. George Daschko resigned from the positions of President and Director. Mr. George Daschko also sold his interest in the Company of 24,000,000 shares of common stock (post forward stock split) to the newly appointed Director and officer of the Company.
As described in Note 4, as of July 31, 2010, the Company owed $27,301 (July 31, 2009 - $27,301) to an individual who is a former Director, officer, and stockholder of the Company. As of July 31, 2010, the balance owing was $27,301. This loan was forgiven by the lender on May 18, 2011.
F-13
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
As described in Note 4, as of July 31, 2010, the Company owed $62,500 to its former officers. The loan was provided for working capital purposes, and is unsecured, non-interest bearing, and has no specific terms of repayment. As of July 31, 2010, the balance owing on this loan was $62,500. This loan was forgiven by the lender on May 18, 2011.
As described in Note 4, as of July 31, 2010, a loan for working capital purposes from an officer and stockholder of the Company amounted to $106,000. The loan is unsecured, non-interest bearing, and has no specific terms of repayment. As of July 31, 2010, the balance owing on this loan was $106,000. This loan was forgiven by the lender on May 18, 2011.
On September 29, 2009, the Company entered into a consulting agreement (the “Consulting Agreement”) with Mr. Johannes Petersen, whereby Mr. Petersen agreed to serve as a Director and the Chief Financial Officer of the Company. Pursuant to the terms of the Consulting Agreement, the Company agreed to pay Mr. Petersen $5,000 per month, and issue to him 1,000,000 restricted shares of the Company’s common stock as compensation for providing services as a Director. On October 14, 2009, the Company’s Chief Executive Officer, Mr. Wayne Gruden, issued a warrant to Mr. Petersen, providing him with the option to acquire 1,000,000 shares of the Company’s common stock (the “Warrant Shares”) currently held by Mr. Gruden, at a price of $1.25 per share and with a term of three years. The warrant was provided to Mr. Petersen in connection with his Consulting Agreement described above. The warrant to purchase 1,000,000 shares of the Company’s common stock has been forfeited by Mr. Gruden and canceled by the Company.
Simultaneously with issuing Mr. Petersen the warrant, on October 15, 2009, Mr. Gruden also agreed to return for cancellation 19,000,000 shares of the Company’s common stock currently held under his name. The cancellation of the 19,000,000 shares of common stock was effected subsequent to October 31, 2009.
On November 3, 2009, the Company entered into a consulting agreement (the “Consulting Agreement #2”) with Mr. Wayne Gruden, whereby Mr. Gruden agreed to serve as a Director and the President of the Company. Pursuant to the terms of the Consulting Agreement #2, the Company agreed to pay Mr. Gruden $40,000 for serving as a Director from August 1, 2009 to November 30, 2009. Starting on December 1, 2009, and up to the termination of his services in October 2010, the Company paid $5,000 per month to Mr. Gruden.
Note 9 - Commitments and Contingencies
On October 1, 2009, the Company entered into an operating lease agreement for office space with an unrelated third party. The quarterly lease rate was $319 per month. Rent expense for the year ended July 31, 2010, was $1,317. The Company terminated this lease commitment in May 2010.
Shortly thereafter, the Company made arrangements to use space occupied by Mr. Vandeberg, Director and executive officer of the Company. The Company pays $500 per month for use of this space as its principal corporate offices. The Company plans to use space provided by Mr. Vandeberg until it is no longer suitable for its operations or circumstances demand otherwise.
Note 10 - Contracts and Agreements
Mineral Property Option Agreement
On April 30, 2009, the Company entered into a property option agreement (the “Option Agreement”) with Yale Resources Ltd., a Canadian public company (“Yale”), which held a 100 percent interest in ten (10) mining concessions covering approximately 28,830 hectares in southwest Chihuahua State, Mexico. Yale also held options to acquire an additional six (6) mining concessions covering approximately 276 hectares in the same area (the total of the mining concessions known as the “Yale Property”).
F-14
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
Pursuant to the terms of the Option Agreement, the Company was granted two (2) exclusive and separate option rights to acquire undivided legal and beneficial interests of up to 100 percent in the Yale Property free and clear of all liens, charges, and claims of others. During the year-ended July 31, 2010, the Company abandoned its rights options to acquire the Yale Property. The Company paid Yale $300,000 in April 2009 in connection with the Option Agreement. All costs related to the acquisition of the Property were written off by the Company in the fiscal year ended July 31, 2010.
Share Issuance Agreement
On October 12, 2009, the Company entered into a Share Issuance Agreement (the “Share Agreement”) with Tobermory Holding Ltd., a corporation organized under the laws of Nevis (“Tobermory”), whereby the Company has provided a subscription arrangement to Tobermory to advance funds and purchase up to $6,000,000 of units of the Company’s securities, with an option to purchase up to an additional $6,000,000 of units, until December 31, 2011. The completion date of December 31, 2011, may be extended for an additional 12 months at the discretion of either the Company or Tobermory.
Under the Share Agreement, each unit consists of one share of common stock of the Company, and a warrant (the “Purchase Warrant”) to purchase an additional share of common stock of the Company. The price of each unit is equal to 75 percent of the weighted average closing price of common stock of the Company, as quoted by NASDAQ, or other source agreed to by the parties, for the preceding ten days prior to each subscription advance to purchase units. The purchase price under each Purchase Warrant to acquire one additional share of common stock shall be 175 percent of the unit price at which the unit containing the Purchase Warrant being exercised was issued. As of July 31, 2010, Tobermory held 800,000 shares (pre-stock split) of common stock of the Company.
The Company plans to use the proceeds under the Share Agreement for operating expenses, acquisitions, working capital, and general corporate activities.
Joint Venture Agreement
On October 19, 2009, the Company entered into a Joint Venture Agreement (the “JV Agreement”) with Trinity Alps Resources, Inc. (“Trinity Alps”), whereby the Company agreed to contribute up to a total of $2,000,000 over a period of two years in order to obtain a 75 percent ownership interest in the entities owning and operating certain mineral claims and property for the production of gold covering approximately 950 acres in Northern California. The Company paid to Trinity Alps the aggregate sum of $125,000, in part, as a signing fee and, in part, for the exclusivity period to negotiate a definitive agreement pursuant to the parties’ non-binding letter of intent, which funds would have gone toward the ultimate $2,000,000 to be contributed by the Company to obtain its 75 percent interest. Under the terms of the JV Agreement, the Company would contribute an additional $150,000 at closing and $150,000 within three months of closing (collectively, the “First Semester Payment”), as well as $300,000 within six months of closing (the “Second Semester Payment”). Both the First Semester Payment and Second Semester Payment were to be included in the aggregate sum of $2,000,000 to be contributed by the Company no later than two years from closing, to obtain its 75 percent interest.
In furtherance of the JV Agreement, the parties formed two entities to hold and operate the mineral claims. The Company received an immediate 7 percent ownership stake in each of such entities in exchange for its initial contributions, and thereafter, incrementally increased its ownership interest by 1 percent for each additional $40,000 contributed. The Company was to be capped at a 40 percent ownership interest level in each entity until the full $2,000,000 was contributed and earmarked for expenditure with respect to the properties, at which point, the Company’s ownership interest would have automatically increased to 75 percent in each entity.
Further, and as an additional inducement for Trinity Alps to enter into the transaction, the Company agreed, at closing, to issue to Trinity Alps 2,000,000 shares of the Company’s common stock and warrants to purchase an additional 2,000,000 shares of common stock at a purchase price of $1.25 per share and with a term of five years.
F-15
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
Such shares and warrants were to be held in trust, and issued in increments of 500,000 shares and 500,000 warrants at certain intervals following the closing.
On December 8, 2009, the Company closed the JV Agreement with Trinity Alps. At closing, the Company (1) contributed $150,000 to an escrow account for the benefit of Trinity Alps, and (2) issued 2,000,000 shares of the Company’s common stock and warrants to purchase an additional 2,000,000 shares of common stock to Trinity Alps.
This transaction has been accounted for using the equity method of accounting as the Company had been deemed to have significant influence over the operations of the Joint Venture. All equity contributions will be offset by losses suffered by the Joint Venture.
During the year-end July 31, 2010, the Company terminated the JV Agreement and wrote off the costs associated with the property and the JV Agreement, including the initial payments paid by the Company upon and shortly after closing. Neither party has any further rights or obligations under the JV Agreement. As such, the Company does not have an ownership interest in the two entities that hold and operate the mineral claims and the warrants to purchase 2,000,000 shares of the Company’s common stock issued to Trinity Alps have been canceled by the Company. As of July 31, 2010, Trinity Alps owned 1,000,000 shares of common stock of the Company.
Adams Ridge Claims
In November 2010, the Company acquired a 100 percent undivided interest in six mineral claims in the Adams Ridge area of British Columbia, Canada (“Adams Ridge Claims”) totaling approximately 2,479 hectares. The Adams Ridge Claims are held in trust for the Company by Carl Von Einsiedel, trustee of the BC Land Trust, as required by the B.C. Mineral Tenure Act. The claims have been registered with the Government of British Columbia.
Note 11 - Recent Accounting Pronouncements
On May 22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and Acquisitions”. SFAS No. 164 (FASB ASC 958) is intended to improve the relevance, representational faithfulness, and comparability of the information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, businesses, or nonprofit activities. To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:
| a. | Determines whether a combination is a merger or an acquisition. |
| b. | Applies the carryover method in accounting for a merger. |
| c. | Applies the acquisition method in accounting for an acquisition, including determining which of the combining entities is the acquirer. |
| d. | Determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of a merger or an acquisition. |
This Statement also improves the information a not-for-profit entity provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No. 142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.
SFAS No. 164 (FASB ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.
F-16
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
On May 28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “ Subsequent Events ”. SFAS No. 165 (FASB ASC 855) establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, Statement 165 (FASB ASC 855) provides:
| 1. | The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements. |
| 2. | The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. |
| 3. | The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. |
In accordance with this Statement, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.
In June 2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of Financial Assets- an amendment of FASB Statement No, 140 ”. SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “ Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities ” and will require more information about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures.
This statement is effective for financial asset transfers occurring after the beginning of an entity’s first fiscal year that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.
In June 2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) “Amendments to FASB Interpretation No. 46(R )”. SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.
This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.
In June 2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a replacement of FASB Statement No. 162 ”. SFAS No. 168 (FASB ASC 105) establishes the FASB Accounting Standards Codification (the “Codification”) to become the single official source of authoritative, nongovernmental U.S. generally accepted accounting principles (“GAAP”). The Codification did not change GAAP but reorganizes the literature.
SFAS No. 168 (FASB ASC 105) is effective for interim and annual periods ending after September 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have a material impact on its financial statements.
F-17
AMERICAN SIERRA GOLD CORP.
(FORMERLY C.E. ENTERTAINMENT, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2009, AND 2008
Note 12 – Subsequent Events
In accordance with ASB Statement No. 165, Subsequent Events, the Company has evaluated subsequent events after July 31, 2010, the balance sheet date, up through the date of the Report of Registered Independent Auditors attached to these financial statements. The Company has not evaluated subsequent events after that date. The subsequent events (not noted in the notes above) are as follows:
On May 18, 2011, the Company entered into a Securities Purchase Agreement with Asher Enterprises, Inc., a Delaware corporation. In connection therewith, the Company issued a convertible promissory note to Asher Enterprises, Inc in exchange for principal funds in the amount of $45,000. The convertible note provides for interest of 8% per annum and is due on February 23, 2012. The maturity date of the promissory note is February 23, 2012, whereupon all principal and interest outstanding shall be due. The holder of the note has the right to convert principal and interest outstanding into shares of common stock of the Company at a conversion priced based on a discounted percentage of the Company’s common stock trading price. The Company has agreed to use the proceeds for general working capital purposes. This offering and sale of securities was exempt from registration under Rule 506 of Regulation D of the Securities Act of 1933, as amended.
F-18
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