Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2017

Or

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ________________to ________________

Commission File Number 000-54327

 

FIRST AMERICAN SILVER CORP.

(Exact name of registrant as specified in its charter)

Nevada		98-0579157
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
1031 Railroad St., Ste 102B, Elko, NV 89801 USA		89801
(Address of principal executive offices)		(Zip Code)

775-753-6605

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] YES [  ] NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  [  ] YES [X]  NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)		Emerging growth company	[  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) [X] YES [  ] NO

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. [  ] YES [  ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

62,892,211 common shares issued and outstanding as of October 14, 2017

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TABLE OF CONTENTS
 

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4.	Controls and Procedures	14
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	16
SIGNATURES		17

 

 

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PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our unaudited interim financial statements for the three and six month periods ended August 31, 2017 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

 

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FIRST AMERICAN SILVER CORP.

CONDENSED BALANCE SHEETS (unaudited)

		August 31, 2017				November 30, 2016
ASSETS
Current Asset
Cash		$	884			$	592
Total Current Assets			884				592
Other Asset
Reclamation bond			591				591
Total Other Assets			591				591
Total Assets		$	1,475			$	1,183
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable		$	160,183			$	163,459
Accrued expenses			32,460				13,717
Due to related party			26,717				26,717
Notes payable – current portion			323,866				297,866
Total Liabilities			543,226				501,759
Stockholders’ Equity (Deficit)
Preferred stock, par value $0.001, 20,000,000 shares authorized, no shares issued and outstanding			-				-
Common stock, par value $0.001, 3,500,000,000 shares authorized, 62,892,211 shares issued and outstanding (2016 - 62,892,211)			62,892				62,892
Additional paid-in capital			1,169,618				1,169,618
Common stock payable			15,120				15,120
Accumulated deficit			(1,789,381	)			(1,748,206	)
Total Stockholders’ Equity (Deficit)			(541,751	)			(500,576	)
Total Liabilities and Stockholders' Equity (Deficit)		$	1,475			$	1,183

The accompanying notes are an integral part of these financial statements.

 

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FIRST AMERICAN SILVER CORP.

CONDENSED STATEMENTS OF OPERATIONS (unaudited)

		Three Months Ended August 31, 2017				Three Months Ended August 31, 2016				Nine Months Ended August 31, 2017				Nine Months Ended August 31, 2016
REVENUES		$	-			$	-			$	-			$	-
OPERATING EXPENSES
Accounting and legal			3,707				3,251				14,056				14,035
Consulting fees			-				-				-				21,277
Transfer agent and filing fees			1,410				960				7,871				5,674
General and administrative			413				-				505				156
TOTAL OPERATING EXPENSES			5,530				4,211				22,432				41,142
LOSS FROM OPERATIONS			(5,530	)			(4,211	)			(22,432	)			(41,142	)
OTHER INCOME (EXPENSES)
Other income			-				-				-				6,850
Interest expense			(6,500	)			(4,773	)			(18,743	)			(15,579	)
TOTAL OTHER INCOME (EXPENSE)			(6,500	)			(4,773	)			(18,743	)			(8,729	)
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAX			(12,030	)			(8,984	)			(41,175	)			(49,871	)
PROVISION FOR INCOME TAX			-				-				-				-
NET INCOME (LOSS)		$	(12,030	)		$	(8,984	)		$	(41,175	)		$	(49,871	)
LOSS PER SHARE: BASIC AND DILUTED		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED			62,806,567				62,819,882				62,806,567				62,601,676

The accompanying notes are an integral part of these financial statements.

 

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FIRST AMERICAN SILVER CORP.

CONDENSED STATEMENTS OF CASH FLOWS (unaudited)

		Nine Months Ended August 31, 2017				Nine Months Ended August 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period		$	(41,175	)		$	(49,871	)
Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operating Activities:
Stock issued for loan extension fees and services			-				13,777
Changes in operating assets and liabilities:
Prepaid expenses			-				2,068
Accounts payable			(3,276	)			(6,504	)
Accrued expenses			18,743				13,511
Net Cash Used in Operating Activities			(25,708	)			(27,019	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable			26,000				29,000
Net Cash Used in Financing Activities			26,000				29,000
Net Increase (Decrease) in Cash and Cash Equivalents			292				1,981
Cash and Cash Equivalents, Beginning of Period			592				-
Cash and Cash Equivalents, End of Period		$	884			$	1,981
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes		$	-			$	-
Cash paid for interest		$	-			$	-

The accompanying notes are an integral part of these financial statements

 

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FIRST AMERICAN SILVER CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AUUGST 31, 2017 (Unaudited)

 

NOTE 1 – NATURE OF OPERATIONS

Mayetok, Inc. (“the Company”) was incorporated in the state of Nevada on April 29, 2008. On June 8, 2010, the Company changed its name to First American Silver Corp.

The Company’s offices are located at 1031 Railroad St., Ste 102B, Elko, NV, 89801.  In 2014, we abandoned our mineral property business and initiated efforts to enter a new line of business. To-date, although our company has engaged in a number of negotiations in respect of new business lines, we have not yet consummated any transactions or started any new commercial activities.

 

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that First American Silver, Inc. will continue as a going concern.  The Company has a working capital deficit, has not yet received revenue from sales of products or services, and has incurred losses from operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Without realization of additional debt or capital, it would be unlikely for the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.

The Company’s activities to date have been supported by debt and equity financing.  It has sustained losses in all previous reporting periods with an inception to date loss of approximately $1,789,000 as of August 31, 2017. Management continues to seek funding from its shareholders and other qualified investors.

The results for the three and nine months ended August 31, 2017 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended November 30, 2016, filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at August 31, 2017 and for the related periods presented.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Exploration Stage Company

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

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NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a November 30 fiscal year end.

Risks and Uncertainties

The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure.  See Note 10 regarding going concern matters.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At August 31, 2017 and November 30, 2016, respectively, the Company had $884 and $592 of unrestricted cash to be used for future business operations.

The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At times, the Company's bank deposits may exceed the insured amount.  Management believes it has little risk related to the excess deposits.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and note payable-related party. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. There has been no stock-based compensation issued to employees.

The Company follows ASC Topic 505-50, formerly EITF 96-18, “ Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services ,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.  The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of August 31, 2017, there have been no interest or penalties incurred on income taxes.

 

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NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Revenue Recognition

The Company is in the exploration stage and has yet to realize revenues from operations.  Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

NOTE 4 – NOTES PAYABLE

Notes payable consisted of the following at August 31, 2017:

Date of Note		Note Amount				Interest Rate				Maturity Date		Collateral		Interest Accrued
May 1, 2016		$	292,866				8	%		May 1, 2017 (default)		None		$	31,260
October 20, 2016		$	5,000				8	%		October 20, 2017		None		$	345
January 9, 2017		$	9,000				8	%		January 9, 2018		None		$	461
April 24, 2017		$	10,000				8	%		April 24, 2018		None		$	282
June 19, 2017		$	7,000				8	%		June 19, 2018		None		$	112
Total		$	323,866											$	32,460

Notes payable transactions during the nine months ended August 31, 2017 consisted of the following:

Balance, November 30, 2016		$	297,866
Borrowings			26,000
Balance, August 31, 2017		$	323,866

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company paid consulting fees totaling $0 and $21,277 to related parties for the nine months ended August 31, 2017 and August 31, 2016, respectively.

NOTE 6 – CAPITAL STOCK

The Company has 20,000,000 preferred shares authorized at a par value of $0.001 per share.

The Company has 3,500,000,000 common shares authorized at a par value of $0.001 per share.

On February 16, 2016, the Company issued 769,315 shares to its president valued at $13,777 based on the stock closing price on the date of the grant.

NOTE 7 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to the date these financial statements were issued, and has determined that, other than those events mentioned above, it does not have any material subsequent events to disclose in these financial statements.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

FORWARD LOOKING STATEMENTS

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

 

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean First American Silver Corp., unless otherwise indicated.

 

General Overview

 

We were incorporated in the State of Nevada on April 29, 2008, under the name "Mayetok, Inc.".  As Mayetok, Inc. we were engaged in the development of a website to market vacation properties in the Ukraine.

 

On June 8, 2010, we initiated a one (1) old for 35 new forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 100,000,000 to 3,500,000,000 shares of common stock and the issued and outstanding increased from 2,200,000 shares of common stock to 77,000,000 shares of common stock, all with a par value of $0.001.

 

Also on June 8, 2010, we changed our name from "Mayetok, Inc." to "First American Silver Corp.", by way of a merger with our wholly owned subsidiary First American Silver Corp., which was formed solely for the change of name. We changed the name of our company to reflect the new direction of our company in the business of acquiring, exploring and developing mineral properties. As of June 2010, we had abandoned our former business plan of seeking to market vacation properties.

 

Our name change and forward stock split became effective with the Over-the-Counter Bulletin Board at the opening of trading on June 16, 2010, on which date we adopted the new stock symbol "FASV".

 

Our Current Business

 

In 2014, we abandoned our mineral property business and initiated efforts to enter a new line of business. To-date, although our company has engaged in a number of negotiations in respect of new business lines, we have not yet consummated any transactions or started any new commercial activities.

 

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Results of Operations

 

Three Months Ended August 31, 2017 Compared to the Three Months Ended August 31, 2016

 

We had a net loss of $12,030 for the three month period ended August 31, 2017, which was $3,046 more than the net loss of $8,984 for the three month period ended August 31, 2016. The change in our results over the two periods is a result of an increase in accounting and legal fees, Transfer agent and filing fees, general and administrative expenses and an increase in interest expense.

 

The following table summarizes key items of comparison and their related increase (decrease) for the three month periods ended August 31, 2017 and August 31, 2016:

 

		Three Months Ended August 31, 2017				Three Months Ended August 31, 2016				Change Between Three Month Periods Ended August 31, 2017 and August 31, 2016
Accounting and legal		$	3,707			$	3,251			$	456
Transfer agent and filing fees			1,410				960				450
General and administrative			413				-				413
Interest/Other income (expense)			(6,500	)			(4,773	)			1,727
Net loss		$	(12,030	)		$	(8,984	)		$	3,046

 

Nine Months Ended August 31, 2017 Compared to the nine Months Ended August 31, 2016

 

We had a net loss of $41,175 for the nine month period ended August 31, 2017, which was $8,696 less than the net loss of $49,871 for the nine month period ended August, 2017. The change in our results over the two periods is a result of a decrease in consulting fees, offset by an increase in accounting and legal fees, transfer agent and filings fees, general and administrative expenses and interest expenses.

 

The following table summarizes key items of comparison and their related increase (decrease) for the nine month periods ended August 31, 2017 and August 31, 2016:

 

		Nine Months Ended August 31, 2017				Nine Months Ended August 31, 2016				Change Between Nine Month Periods Ended August 31, 2017 and August 31, 2016
Accounting and legal		$	14,056			$	14,035			$	21
Consulting fees			-				21,277				(21,277	)
Transfer agent and filing fees			7,871				5,674				2,197
General and administrative			505				156				349
Interest/Other income (expense)			18,743				8,729				10,014
Net loss		$	41,175			$	49,871			$	8,696

 

Revenue

 

We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.

 

Liquidity and Capital Resources

 

Our balance sheet as of August 31, 2017 reflects current assets of $884.  We had cash in the amount of $884 and a working capital deficit in the amount of $542,342 as of August 31, 2017.   We have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

 

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Working Capital

 

		At August 31, 2017				At November 30, 2016
Current assets		$	884			$	592
Current liabilities			543,226				501,759
Working capital		$	(542,342	)		$	(501,167	)

 

We anticipate generating losses and, therefore, may be unable to continue operations further in the future.

 

Cash Flows

 

		Nine Months Ended
		August 31, 2017				August 31, 2016
Net cash (used in) operating activities		$	(25,708	)		$	(27,019	)
Net cash provided by (used in) financing activities			26,000				29,000
Net (decrease) in cash during period		$	292			$	1,981

 

Operating Activities

 

Net cash used in operating activities during the nine months ended August 31, 2017 was $25,708, a decrease of $1,311 from the $27,019 net cash outflow during the nine months ended August 31, 2016.

 

Investing Activities

 

Our company had no investing activities during the nine months ended August 31, 2017 and August 31, 2016.

 

Financing Activities

 

Cash used in financing activities during the nine months ended August 31, 2017 was $26,000 as compared to $29,000 in cash provided by financing activities during the nine months ended August 31, 2016.

 

We estimate that our operating expenses and working capital requirements for the next 12 months to be as follows:

 

Estimated Net Expenditures During The Next Twelve Months

 

General and administrative expenses		$	14,000
Professional fees			10,000
Total		$	24,000

 

To date we have relied on proceeds from the sale of our shares in order to sustain our basic, minimum operating expenses; however, we cannot guarantee that we will secure any further sales of our shares.  We estimate that the cost of maintaining basic corporate operations (which includes the cost of satisfying our public reporting obligations) will be approximately $2,000 per month.   Due to our current cash position of approximately $884 as of August 31, 2017, we estimate that we do not have sufficient cash to sustain our basic operations for the next twelve months.

 

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

 

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Future Financings

 

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

 

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, and capital expenditures or capital resources that are material to stockholders.

 

Critical Accounting Policies

 

Accounting Basis

 

Our company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America ("GAAP" accounting). Our company has adopted a November 30 fiscal year end.

 

Cash and Cash Equivalents

 

Our company considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At August 31, 2017 and August 31, 2016, respectively, we had $884 and $592 of unrestricted cash to be used for future business operations.

 

Our company's bank accounts are deposited in insured institutions.  The funds are insured up to $250,000.   At times, our company's bank deposits may exceed the insured amount.  Management believes that it has little risk related to the excess deposits.

 

Concentrations of Credit Risk

 

Our company maintains our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. Our company continually monitors our banking relationships and consequently has not experienced any losses in such accounts. Our company believes we are not exposed to any significant credit risk on cash and cash equivalents.

 

Stock-based Compensation

 

Our company accounts for employee stock-based compensation in accordance with the guidance of ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. There has been no stock-based compensation issued to employees.

 

Our company follows ASC Topic 505-50, formerly EITF 96-18, " Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services ," for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to our company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered.

 

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Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.

 

A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is our company's policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of August 31, 2017, there have been no interest or penalties incurred on income taxes.

 

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.

 

Revenue Recognition

 

Our company is in the exploration stage and has yet to realize revenues from operations. Once our company has commenced operations, we will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by our customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

 

Basic Income (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing our company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

 

Office Lease

 

Our principal office is located at 1031 Railroad St., Ste 102B, Elko, NV USA and is provided to us at no cost.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Management’s Report on Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

 

As of the end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer, principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

 

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C hanges in Internal Control Over Financial Reporting

 

During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 

Item 1A. Risk Factors

 

As a “smaller reporting company”, we are not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

On August 11, 2017, our Company accepted the resignation of KLJ & Associates, LLP as the Company’s independent registered public accounting firm.

 

The reports of KLJ & Associates, LLP on our financial statements as of and for the fiscal years ended November 30, 2016 and 2015 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about our ability to continue as a going concern.

 

During the fiscal years ended November 30, 2016 and 2015 and through August 11, 2017, there have been no disagreements with KLJ & Associates, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of KLJ & Associates, LLP would have caused them to make reference thereto in connection with their report on the financial statements for such years.

 

On August 11, 2017 the Company engaged Michael Gillespie & Associates PLLC as its new independent registered public accounting firm.

 

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Item 6. Exhibits

 

Exhibit Number		Description
(3)		(i) Articles of Incorporation; (ii) By-laws
3.1		Articles of Incorporation (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).
3.2		By-laws (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009)
3.3		Certificate of Amendment (Incorporated by reference to our Registration Statement filed on Form S-1 on February 25, 2009).
3.4		Articles of Merger (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).
3.5		Certificate of Change (Incorporated by reference to our Current Report filed on Form 8-K on July 15, 2010).
(10)		Material Contracts
10.1		Property Option Agreement between our company and All American Resources LLC with respect to the Mountain City claim dated November 26, 2010 (Incorporated by reference to our Current Report filed on Form 8-K on December 21, 2010).
10.2		Property Option Agreement between our company and All American Resources LLC with respect to the Eagan Canyon claim dated November 26, 2010 (Incorporated by reference to our Current Report filed on Form 8-K on December 21, 2010).
10.3		Property Option Agreement between our company and All American Resources LLC with respect to the Muncy Creek claim dated November 26, 2010 (Incorporated by reference to our Current Report filed on Form 8-K on December 21, 2010).
10.4		Mining Lease and Option to Purchase Agreement between our company, Pyramid Lake LLC and Anthony A. Longo dated April 15, 2011 (Incorporated by reference to our Current Report filed on Form 8-K on May 17, 2011).
10.5		License and Assignment Agreement between Thomas J. Menning and our company dated September 16, 2011(incorporated by reference to our Current Report filed on Form 8-K on October 14, 2011).
10.6		2011 Stock Option Plan (incorporated by reference to our Current Report filed on Form 8-K on November 14, 2011).
10.8		Foxglove Promissory Note dated June 28, 2015 (incorporated by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).
10.9		$7,000 Convertible Promissory Note dated October 15, 2015 issued to Consorcio Empresarial Vesubio SA  (incorporated by reference to our Quarterly Report filed on Form 10-Q on October 14, 2015).
(31)		Rule 13a-14(a) / 15d-14(a) Certifications
31.1*		Certification pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
(32)		Section 1350 Certifications
32.1*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer.
101*		Interactive Data File
101.INS  101.SCH  101.CAL 101.DEF  101.LAB 101.PRE		XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		FIRST AMERICAN SILVER CORP.
		(Registrant)
Dated:  October 13, 2017
		Brian Goss
		President, Chief Executive Officer, Treasurer, Secretary and Director
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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