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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Panex Resources Inc (CE) | USOTC:DBGF | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000013 | 0.00 | 01:00:00 |
Class | Outstanding at July 12, 2013 |
Common Stock – $0.001 par value | 118,261,507 |
INDEX | Page |
PART I – FINANCIAL INFORMATION | 3 |
ITEM 1 – FINANCIAL STATEMENTS | 3 |
BALANCE SHEETS | 3 |
STATEMENTS OF OPERATIONS | 4 |
STATEMENTS OF CASH FLOWS | 5 |
STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIENCY) | 6 |
NOTES TO FINANCIAL STATEMENTS | 7 |
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION | 14 |
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 17 |
ITEM 4 – CONTROLS AND PROCEDURES | 17 |
PART II – OTHER INFORMATION | |
ITEM 1 – LEGAL PROCEEDINGS | 18 |
ITEM 1A – RISK FACTORS | 18 |
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 18 |
ITEM 3 – DEFAULTS UPON SENIOR SECURITIES | 18 |
ITEM 4 – MINING SAFETY DISCLOSURES | 18 |
ITEM 5 – OTHER INFORMATION | 18 |
ITEM 6 – EXHIBITS | 19 |
SIGNATURES | 20 |
PANEX RESOURCES INC.
|
As at
|
As at
|
||||||
(An exploration stage enterprise)
|
May 31
|
August 31
|
||||||
Balance Sheets
|
2013 (Unaudited)
|
2012
|
||||||
(Expressed in U.S. Dollars)
|
$ | $ | ||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
537 | 65,799 | ||||||
Total current assets
|
537 | 65,799 | ||||||
Total assets (all current)
|
537 | 65,799 | ||||||
Liabilities and Stockholders' Equity (Deficiency)
|
||||||||
Current
liabilities
|
||||||||
Accounts payable and accrued expenses
|
72,083 | 302,047 | ||||||
Accounts payable and accrued expenses related parties (Note 4(b))
|
138,026 | 31,594 | ||||||
Loans and borrowings
|
100,000 | - | ||||||
Total liabilities (all current)
|
310,109 | 333,641 | ||||||
Stockholders’ Equity (Deficiency)
|
||||||||
Common stock
|
||||||||
Authorized: 500,000,000 (2012: 500,000,000)
|
||||||||
common shares with par value of $0.001 each
|
||||||||
Issued and outstanding:
|
||||||||
118,261,507 (2012: 103,261,507) common shares
|
118,261 | 103,261 | ||||||
Additional paid-in capital
|
13,080,699 | 13,020,699 | ||||||
Donated capital
|
77,627 | 77,627 | ||||||
Accumulated deficit during the exploration stage
|
(13,586,159 | ) | (13,469,429 | ) | ||||
Stockholder’ equity (deficiency)
|
(309,572 | ) | (267,842 | ) | ||||
Total liabilities and stockholders’ equity (deficiency)
|
537 | 65,799 |
PANEX RESOURCES INC.
|
Cumulative
|
For the
|
For the
|
For the
|
For the
|
|||||||||||||||
(An exploration stage enterprise)
|
May 28, 2004
|
Three Months
|
Three Months
|
Nine Months
|
Nine Months
|
|||||||||||||||
Statements of Operations
|
(inception)
|
Ended
|
Ended
|
Ended
|
Ended
|
|||||||||||||||
to May 31
|
May 31
|
May 31
|
May 31
|
May 31
|
||||||||||||||||
(Unaudited)
|
2013
|
2013
|
2012
|
2013
|
2012
|
|||||||||||||||
(Expressed in U.S. Dollars)
|
$ | $ | $ | $ | $ | |||||||||||||||
Donated rent
|
5,250 | - | - | - | - | |||||||||||||||
Donated services
|
72,377 | - | - | - | 30,260 | |||||||||||||||
Listing and filing fees
|
2,396 | 2,396 | - | 2,396 | - | |||||||||||||||
Investor relation expenses
|
- | - | - | - | - | |||||||||||||||
Directors fees
|
- | - | - | - | - | |||||||||||||||
Management fees
|
814,542 | - | (2,574 | ) | 61,431 | (2,574 | ) | |||||||||||||
Stock option compensation
|
221,756 | - | - | - | - | |||||||||||||||
Professional fees
|
1,433,760 | 45,431 | (6,760 | ) | 108,632 | 254,284 | ||||||||||||||
Travel costs
|
335,415 | - | - | - | - | |||||||||||||||
General and administrative
|
584,089 | 77,881 | 303,234 | 140,943 | 304,187 | |||||||||||||||
Foreign currency transaction loss (gain)
|
104,595 | 36 | 1,070 | 1,037 | (13,988 | ) | ||||||||||||||
Mineral property and exploration costs
|
4,739,777 | - | - | - | - | |||||||||||||||
Write-off deferred acquisition cost
|
400,000 | - | - | - | - | |||||||||||||||
Provision against Minanca loan
|
6,100,000 | - | - | - | - | |||||||||||||||
14,813,957 | 125,744 | 294,970 | 314,439 | 572,169 | ||||||||||||||||
Other income (expense)
|
||||||||||||||||||||
Interest income
|
42,707 | - | 10,426 | - | 10,426 | |||||||||||||||
Interest expense
|
(304,413 | ) | - | (64 | ) | (36 | ) | (21,617 | ) | |||||||||||
Loss on sale of investment
|
(126,182 | ) | - | - | - | - | ||||||||||||||
Extinguishment of liabilities
|
239,458 | 197,745 | - | 197,745 | - | |||||||||||||||
Gain on sale of mineral property right
|
1,376,228 | - | - | - | - | |||||||||||||||
1,227,798 | 197,745 | 10,362 | 197,709 | (11,191 | ) | |||||||||||||||
(Net Loss) / Income
|
(13,586,159 | ) | 72,001 | (284,608 | ) | (116,730 | ) | (583,360 | ) | |||||||||||
Net Loss Per Share – Basic and Diluted
|
* | * | * | * | ||||||||||||||||
Weighted Average Shares Outstanding
|
111,503,265 | 97,434,323 | 106,018,860 | 85,607,687 | ||||||||||||||||
* Amount is less than $0.01 per share
|
PANEX RESOURCES INC.
|
Cumulative
|
For the
|
For the
|
|||||||||
(An exploration stage enterprise)
|
May 28, 2004
|
Nine Months
|
Nine Months
|
|||||||||
Statements of Cash Flows
|
(inception)
|
Ended
|
Ended
|
|||||||||
to May 31
|
May 31
|
May 31
|
||||||||||
(Unaudited)
|
2013
|
2013
|
2012
|
|||||||||
(Expressed in U.S. Dollars)
|
$ | $ | $ | |||||||||
Cash Flows From Operating Activities
|
||||||||||||
(Net loss) income
|
(13,586,159 | ) | (116,729 | ) | (583,360 | ) | ||||||
Adjustments to reconcile net loss to cash used in operating activities
|
||||||||||||
Foreign currency transaction loss (gain)
|
104,595 | 1,031 | (13,988 | ) | ||||||||
Gain on sale of mineral property rights
|
(586,228 | ) | - | - | ||||||||
Loss on sale of investment
|
126,182 | - | - | |||||||||
Extinguishment of debt
|
(208,171 | ) | (197,745 | ) | (10,426 | ) | ||||||
Donated services and expenses
|
77,627 | - | 30,260 | |||||||||
Expenses paid by issue of common stock
|
500 | - | - | |||||||||
Options expense
|
221,756 | - | - | |||||||||
Write-off deferred acquisition costs
|
400,000 | - | - | |||||||||
Provision against Minanca loan
|
6,100,000 | - | - | |||||||||
Change in operating assets and liabilities
|
||||||||||||
Increase (decrease) in receivables and other assets
|
- | - | - | |||||||||
Increase (decrease) in accounts payable and accrued liabilities
|
1,093,161 | 46,886 | 580,727 | |||||||||
Increase (decrease) in amounts due to related parties
|
268,542 | 106,432 | (165,381 | ) | ||||||||
Net Cash Used in Operating Activities
|
(5,988,195 | ) | (160,125 | ) | (162,168 | ) | ||||||
Cash Flows From Investing Activities
|
||||||||||||
Cash received from sale of investment
|
250,047 | - | - | |||||||||
Cash received from sale of mineral property rights
|
210,000 | - | - | |||||||||
Deferred acquisition costs
|
(400,000 | ) | - | - | ||||||||
Loan advances
|
(7,100,000 | ) | - | - | ||||||||
Repayment of loan advance
|
1,000,000 | - | - | |||||||||
Net Cash Used in Investing Activities
|
(6,039,953 | ) | - | - | ||||||||
Cash Flows From Financing Activities
|
||||||||||||
Loan from related parties
|
594,313 | - | - | |||||||||
Loan repaid to related parties
|
(576,483 | ) | - | - | ||||||||
Loan from unrelated third parties
|
330,000 | 100,000 | (560,000 | ) | ||||||||
Deposits received for common shares to be issued
|
40,000 | - | - | |||||||||
Common shares issued for cash
|
11,647,739 | - | 978,989 | |||||||||
Net Cash Provided by Financing Activities
|
12,035,569 | 100,000 | 418,989 | |||||||||
Effect of Exchange Rates on Cash
|
(6,884 | ) | (5,138 | ) | (1,944 | ) | ||||||
Increase (decrease) in Cash
|
537 | (65,263 | ) | 254,877 | ||||||||
Cash at Beginning of Period
|
65,800 | 19,357 | ||||||||||
Cash at End of Period
|
537 | 537 | 274,234 |
1.
|
Organization, Nature of Business, Going Concern and Management’s Plans
|
2.
|
Summary of Significant Accounting Policies
|
a.
|
Basis of Preparation
|
2.
|
Summary of Significant Accounting Policies (Continued)
|
b.
|
Use of Estimates
|
c.
|
Basic and Diluted Net Income (Loss) Per Share
|
d.
|
Cash
|
e.
|
Mineral Property and Exploration Costs
|
f.
|
Deferred Acquisition Costs
|
g.
|
Fair Value Measurements
|
2.
|
Summary of Significant Accounting Policies (Continued)
|
h.
|
Income Taxes
|
i.
|
Stock-Based Compensation
|
j.
|
Foreign Currency Translation and Transactions
|
k.
|
Concentration of Credit Risk
|
l.
|
Interim Financial Statements
|
2.
|
Summary of Significant Accounting Policies (Continued)
|
m.
|
Recent Accounting Pronouncements
|
3.
|
Stock Options
|
Stock Options
#
|
Weighted Average Exercise Price
$
|
Remaining Contractual Life (years)
As At
|
Aggregate Intrinsic value
As At
|
|
Outstanding and exercisable at August 31, 2011
|
-
|
-
|
-
|
-
|
Granted on August 3, 2012
|
8,000,000
|
0.08
|
4.92
|
-
|
Outstanding and exercisable at August, 31, 2012
|
8,000,000
|
0.08
|
4.92
|
-
|
Granted during the nine months ended May 31, 2013
|
-
|
-
|
-
|
-
|
Outstanding and exercisable at May 31, 2013
|
8,000,000
|
0.08
|
4.17
|
-
|
4.
|
Related Party Transactions
|
a.
|
There were no donated services provided by the president of the Company during the three and nine months ended May 31, 2013 (May 31, 2012: $30,260).
|
b.
|
The Company incurred management fees provided by the CEO during the three and nine months ended May 31, 2013 of $0 and $61,431 respectively (prior periods: $42,640 and $130,161 respectively).
|
c.
|
Included in general and administrative expenses during the three and nine months ended May 31, 2013 were $64,813 and $130,317 for CFO, Administration, Company Secretarial, Office Services and Support fees recognized for services performed by Coresco AG (prior period: $31,980 and $79,950) including the amount paid to the Chief Financial Officer.
|
d.
|
Included in general and administrative expenses during the three and nine months ended May 31, 2013 were $nil and $5,019 for Geographical Information Service fees recognized for services performed by Coresco AG (prior period: $nil and nil).
|
e.
|
As of May 31, 2013, the Company has an accrued liability of $138,026 due to these related parties.
|
5.
|
Loans and Borrowings
|
6.
|
Material Contingencies and Commitments
|
7.
|
Stockholders’ Equity
|
7.
|
Stockholders’ Equity (Continued)
|
-
|
Michel Muyiha, a creditor, for $75,000, for a total of 15,000,000 shares at a price of $0.005 per share.
|
-
|
Dr Georg Schnura, a creditor, for $175,758, for a total of 2,196,971 shares at a price of $0.08 per share.
|
-
|
Victor Dario, a creditor, for $80,000, for a total of 1,000,000 shares at a price of $0.08 per share.
|
-
|
Ross Doyle, a related party for $ 39,551, for a total of 1,977,553 shares at a price of $0.02 per share.
|
-
|
Werte AG, a creditor, for $80,000, for a total of 4,000,000 shares at a price of $0.02 per share.
|
-
|
Lars Pearl, a creditor, for $50,000, for a total of 2,500,000 shares at a price of $0.02 per share.
|
8.
|
Subsequent Events
|
-
|
Michel Muyiha, a creditor, for $75,000, for a total of 15,000,000 shares at a price of $0.005 per share.
|
-
|
Dr Georg Schnura, a creditor, for $175,758, for a total of 2,196,971 shares at a price of $0.08 per share.
|
-
|
Victor Dario, a creditor, for $80,000, for a total of 1,000,000 shares at a price of $0.08 per share.
|
(a)
|
Index to and Description of Exhibits
|
Exhibit
|
Description
|
Status
|
3.1
|
Articles of Incorporation of Panex Resources Inc. filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.
|
Filed
|
3.2
|
By-Laws of Panex Resources Inc. filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.
|
Filed
|
3.3
|
Certificate of Amendment of Panex Resources Inc., filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on September 30, 2010 and incorporated herein by reference.
|
Filed
|
10.1
|
Management Agreement dated April 19, 2006 between Panex Resources Inc. and Reg Gillard, filed as Exhibit 10.2 to Panex’s Form 8-K (Current Report) filed on May 10, 2006 and incorporated herein by reference.
|
Filed
|
10.2
|
Letter of Understanding dated May 6, 2006 among Panex Resources Inc., Goldplata Corporation Limited, Goldplata Resources Inc, and Goldplata Resources, Sucursal-Columbia, filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on May 25, 2006 and incorporated herein by reference.
|
Filed
|
10.3
|
Letter Agreement dated June 15, 2006 between Panex Resources Inc. and Emco Corporation, filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on June 29, 2006 and incorporated herein by reference.
|
Filed
|
10.4
|
Share Sale Agreement dated July 10, 2006, between Panex Resources Inc. and Emco Corporation Inc. S.A., filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on July 17, 2006, and incorporated herein by reference.
|
Filed
|
10.5
|
Heads of Agreement dated July 26, 2007 among Panex Resources Inc., Goldplata Resources Peru S.A.C., Goldplata Resources Inc., Goldplata Resources Sucursal-Colombia, Goldplata Corporation Limited, and Goldplata Mining International Corporation, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
|
Filed
|
10.6
|
Letter Agreement dated December 6, 2007 among Panex Resources Inc., Emco Corporation Inc. S.A. and Minanca Minera Nanguipa, Compania Anonima, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
|
Filed
|
10.7
|
Deed dated January 11, 2008 among Panex Resources Inc., Windy Knob Resources Limited, Goldplata Mining International Corporation, Goldplata Resources Inc., and Goldplata Resources Sucursal-Colombia, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
|
Filed
|
14.1
|
Financial Code of Ethics filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.
|
Filed
|
31.1
|
Included
|
|
31.2
|
Included
|
|
32
|
Included
|
|
99.1
|
Disclosure Committee Charter, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
|
Filed
|
101 *
|
Financial statements from the quarterly reports on Form 10-Q of Panex Resources Inc. for the quarter ended May 31, 2013, 2012 and beyond are formatted in XBRL: (ii) the Balance Sheets, (ii) the Statements of Operations; (iii) the Statements of Cash Flows, and (iv) the Statements of Stockholders’ Equity (Deficit).
|
Included
|
1.
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material aspects, the financial condition and result of operations of the Company.
|
1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2)
|
The information contained in the Report fairly presents, in all material aspects, the financial condition and result of operations of the Company.
|
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