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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Golden Star Enterprises Ltd (PK) | USOTC:GSPT | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.00129 | -43.14% | 0.0017 | 0.0017 | 0.0033 | 0.004 | 0.0011 | 0.0014 | 639,833 | 21:00:10 |
x
|
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the quarterly period ended March 31, 2012 | |
o
|
Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
|
For the transition period from ___________ to ___________ |
Large accelerated filer
|
o |
Accelerated filer
|
o |
Non-accelerated filer
|
o |
Smaller reporting company
|
x |
(Do not check if a smaller reporting company) |
PAGE | |||||
Part I. FINANCIAL INFORMATION | |||||
Item 1. | Financial Statements | F-1 | |||
Balance Sheet as of March 31, 2012 (Unaudited) and December 31, 2011 | F-2 | ||||
Statements of Operations (Unaudited) For the Three Months Ended March 31, 2012 and 2011, and the Period from September 13, 1993 (Inception) through March 31, 2012 | F-3 | ||||
Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2012 and 2011, and the Period from September 13, 1993 (Inception) through March 31, 2012 | F-4 | ||||
Statements of Other Comprehensive Loss (Unaudited) For the Three Months Ended March 31, 2012 and 2011 and the Period from September 13, 1993 (Inception) through March 31, 2012 | F-5 | ||||
Notes To Consolidated Financial Statements (Unaudited) | F-6 | ||||
Item 2. | Management's Discussion and Analysis or Plan of Operation | 3 | |||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 8 | |||
Item 4T. | Controls and Procedures | 8 | |||
Part II. OTHER INFORMATION | |||||
Item 1. | Legal Proceedings | 9 | |||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 9 | |||
Item 3. | Defaults Upon Senior Securities | 9 | |||
Item 4. | Mine Safety Disclosures | 11 | |||
Item 5. | Other Information | 11 | |||
Item 6. | Exhibits | 11 | |||
SIGNATURES | 12 |
CONSOLIDATED BALANCE SHEETS | F-2 | |||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
F-3 | |||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
F-4 | |||
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
F-6 |
March 31,
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December 31,
|
|||||||
2012 |
2011
|
|||||||
(unaudited) | ||||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash
|
$ | 198 | $ | 61 | ||||
TOTAL CURRENT ASSETS
|
198 | 61 | ||||||
AVAILABLE FOR SALE SECURITIES – related parties
|
8,609 | 5,161 | ||||||
INTANGIBLE ASSETS
|
181,662 | 131,212 | ||||||
TOTAL ASSETS
|
$ | 190,469 | $ | 136,434 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued liabilities
|
$ | 38,430 | $ | 38,439 | ||||
Due to related parties
|
70,479 | 62,606 | ||||||
TOTAL CURRENT LIABILITIES
|
108,909 | 101,045 | ||||||
COMMITMENTS AND CONTINGENCIES
|
||||||||
STOCKHOLDERS’ (EQUITY)
|
||||||||
Common stock, $0.0001 par value, 500,000,000 shares authorized
|
||||||||
Issued and outstanding:
|
||||||||
79,198,691 (2011 – 72,198,691) common shares
|
7,920 | 7,220 | ||||||
Additional paid-in capital
|
18,529,450 | 18,467,650 | ||||||
Deferred compensation
|
(26,250 | ) | (37,500 | ) | ||||
Deficit accumulated during the development stage
|
(18,434,907 | ) | (18,403,880 | ) | ||||
Accumulated other comprehensive income
|
5,347 | 1,899 | ||||||
TOTAL STOCKHOLDERS’ (EQUITY)
|
81,560 | 35,389 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (EQUITY)
|
$ | 190,469 | $ | 136,434 |
March 31,
2012
|
March 31,
2011
|
Sept. 13, 1993
(inception) to
|
||||||||||
REVENUES
|
|
|||||||||||
Processing fees
|
$ | - | $ | - | $ | 98,425 | ||||||
Gaming Revenue
|
- | - | 18,596 | |||||||||
Sale of oil and gas interest
|
- | - | 47,501 | |||||||||
Interest income
|
- | - | 2,927 | |||||||||
TOTAL REVENUES
|
- | - | 167,449 | |||||||||
COST OF SALES –
Poker royalties and processing fees
|
- | - | 30,601 | |||||||||
GROSS PROFIT (LOSS)
|
- | - | 136,848 | |||||||||
GENERAL AND ADMINISTRATIVE EXPENSES
|
||||||||||||
Advertising and marketing
|
- | - | 93,895 | |||||||||
Consulting fees
|
6,250 | 87,915 | 7,842,991 | |||||||||
Depreciation and amortization
|
- | - | 132,569 | |||||||||
Exploration costs
|
- | - | 241,754 | |||||||||
Investor relations
|
5,000 | 6,666 | 762,463 | |||||||||
Litigation settlement
|
- | - | 52,169 | |||||||||
Loss on settlement of debt
|
- | - | 302,500 | |||||||||
Management fees
|
- | - | 378,447 | |||||||||
Office and general
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10,012 | 12,358 | 751,756 | |||||||||
Poker Sponsorships
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- | - | 52,500 | |||||||||
Professional fees
|
6,946 | 9,998 | 726,364 | |||||||||
Travel and accommodation
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1,804 | 1,968 | 290,901 | |||||||||
Wages and salaries
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1,015 | 2,743 | 269,308 | |||||||||
Write-off of website development costs
|
- | - | 425,682 | |||||||||
Write-down (recovery) of URL costs
|
- | - | 1,571,657 | |||||||||
Write-down of technology license
|
- | - | 2,055,938 | |||||||||
Write-down of film production and distribution costs
|
- | - | 90,763 | |||||||||
Write-off of other assets
|
- | - | 275,543 | |||||||||
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES
|
31,027 | 121,648 | 16,317,200 | |||||||||
OTHER INCOME (EXPENSES)
|
||||||||||||
EQUITY LOSS FROM ORGANA GARDENS INTERNATIONAL
|
- | - | (1,394,280 | ) | ||||||||
WRITE-DOWN OF INVESTMENT IN ORGANA GARDENS
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- | - | (313,301 | ) | ||||||||
GAIN/(LOSS) ON SALE OF SECURITIES-RELATED PARTIES
|
- | - | 216,509 | |||||||||
(LOSS) ON IMPAIRMENT OF SECURITIES-RELATED PARTIES
|
- | - | (115,602 | ) | ||||||||
DILUTION GAIN – LEGACY WINE&SPIRITS INTERNATIONAL
|
- | - | 334,087 | |||||||||
PROPERTY OPTION LOSS
|
- | - | (600,000 | ) | ||||||||
TOTAL OTHER INCOME (EXPENSES)
|
- | - | (1,872,587 | ) | ||||||||
Loss before income taxes
|
(31,027 | ) | (121,648 | ) | (18,052,939 | ) | ||||||
Income Tax Provision
|
- | - | - | |||||||||
NET LOSS
|
(31,027 | ) | (121,648 | ) | $ | (18,052,939 | ) | |||||
NET LOSS ATTRIBUTED TO NONCONTROLLING INTEREST
|
- | - | 479,978 | |||||||||
NET LOSS TO TERRALENE FUELS CORPORATION
|
$ | (31,027 | ) | $ | (121,648 | ) | $ | (17,572,961 | ) | |||
BASIC AND DILUTED LOSS PER COMMON SHARE
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 76,583,303 | 47,817,302 |
September 13, | ||||||||||||
Three Months | Three Months | 1993 (inception) to | ||||||||||
Ended | Ended | March 31 | ||||||||||
March 31, 2012
|
March 31, 2011
|
2012
|
||||||||||
OPERATING ACTIVITIES
|
||||||||||||
Net loss
|
$ | (31,027 | ) | $ | (121,648 | ) | $ | (18,052,939 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation
|
- | - | 132,569 | |||||||||
Fees and services paid for with shares
|
11,250 | 95,331 | 5,517,918 | |||||||||
Loss on settlement of debt
|
- | - | 302,500 | |||||||||
Stock-based compensation
|
- | - | 2,208,169 | |||||||||
Non-cash component of URL write-down
|
- | - | 1,214,193 | |||||||||
Resource property acquisition and exploration costs
|
- | - | 763,000 | |||||||||
Film production and development costs
|
- | - | (90,763 | ) | ||||||||
Write-down of technology license
|
- | - | 2,055,938 | |||||||||
Write-off of website development costs
|
- | - | 206,876 | |||||||||
Write-down of film production & development costs
|
- | - | 90,763 | |||||||||
Write-off of other assets
|
- | - | 9,657 | |||||||||
Equity loss from Organa
|
- | - | 1,394,280 | |||||||||
Write-down of investment in Organa
|
- | - | 313,301 | |||||||||
(Gain)/Loss on sale of marketable securities
|
- | - | (216,509 | ) | ||||||||
Loss on impairment of securities
|
- | - | 115,602 | |||||||||
Dilution gain – Legacy
|
- | - | (334,087 | ) | ||||||||
Net changes in operating assets and liabilities
|
9 | 849 | 322,816 | |||||||||
CASH FLOWS USED IN OPERATING ACTIVITIES
|
(19,768 | ) | (25,468 | ) | (4,046,716 | ) | ||||||
INVESTING ACTIVITIES
|
||||||||||||
Deposit
|
- | - | (75,000 | ) | ||||||||
Technology license
|
- | - | (135,938 | ) | ||||||||
Acquisition of furniture and equipment
|
- | - | (32,696 | ) | ||||||||
Website development costs
|
- | - | (306,876 | ) | ||||||||
Other intangible assets
|
(450 | ) | - | (21,508 | ) | |||||||
Purchase of securities – related parties
|
- | - | (75,603 | ) | ||||||||
Net proceeds from sale of securities – related parties
|
- | - | 380,238 | |||||||||
Net cash on disposition of Legacy Wine & Spirits International Ltd.
|
- | - | 209,955 | |||||||||
CASH FLOWS (USED IN) INVESTING ACTIVITIES
|
(450 | ) | - | (57,428 | ) | |||||||
FINANCING ACTIVITIES
|
||||||||||||
Net advances (to)/ from related parties
|
20,355 | 24,951 | 978,919 | |||||||||
Net proceeds on sale of common stock
|
- | - | 3,125,423 | |||||||||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
|
20,355 | 24,951 | 4,104,342 | |||||||||
NET (DECREASE) INCREASE IN CASH
|
137 | (517 | ) | 198 | ||||||||
CASH, BEGINNING OF PERIOD
|
61 | 824 | - | |||||||||
CASH , END OF PERIOD
|
$ | 198 | $ | 307 | $ | 198 |
September 13, | ||||||||||||
Three Months | Three Months | 1993 (inception) to | ||||||||||
Ended | Ended | March 31 | ||||||||||
March 31, 2012
|
March 31, 2011
|
2012
|
||||||||||
NET LOSS
|
$ | (31,027 | ) | $ | (121,648 | ) | $ | (18,052,939 | ) | |||
Unrealized gains on marketable securities – related parties
|
3,448 | 187 | 5,347 | |||||||||
TOTAL OTHER COMPREHENSIVE INCOME (LOSS), net of tax
|
3,448 | 187 | 5,347 | |||||||||
COMPREHENSIVE LOSS
|
$ | (27,579 | ) | $ | (121,461 | ) | $ | (18,047,592 | ) |
March 31 ,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
2,345,937 (2011-2,345,937) shares of Legacy Wine & Spirits
|
$ | 5,865 | $ | 3,754 | ||||
703,750 (2011- 703,750) shares of Organa Gardens International
|
2,744 | 1,407 | ||||||
$ | 8,609 | $ | 5,161 |
March 31,
2012
|
December 31,
2011
|
|||||||
Patents, trademarks, copyright
|
$ | 111,662 | $ | 81,212 | ||||
Formulas, reports, studies | 35,000 | 25,000 | ||||||
Schematics, proprietary info | 21,000 | 15,000 | ||||||
Website | 7,000 | 5,000 | ||||||
Terralene brandname
|
7,000 | 5,000 | ||||||
$ | 181,662 | $ | 131,212 |
a)
|
On May 15, 2010, the Company entered into an agreement with Domain Land Holdings Ltd. (“Domain”), a private company controlled by a significant shareholder, with a two-year term, whereby Domain provides investment-banking services to the Company (valued at $30,000) in exchange for 750,000 restricted shares of the Company’s common stock. During the three month period ended March 31, 2012, $3,750 was expensed (December 31, 2011 - $15,000).
|
b)
|
On May 15, 2010, the Company entered into an agreement with 103244 Alberta Ltd. (“1063244”), a private company controlled by a significant shareholder, with a two-year term, whereby 1063244 provides investor relations services to the Company (valued at $30,000) in exchange for 750,000 restricted shares of the Company’s common stock. During the three month period ended March 31, 2012, $3,750 was expensed (December 31, 2011 - $15,000).
|
c)
|
On October 1, 2011, the Company entered into an agreement with a consultant, for a two year term, whereby the consultant provides consulting services to the Company (valued at $10,000) in exchange for 5,000,000 restricted shares of the Company’s common stock. During the three month ended March 31, 2012, $1,250 was expensed (December 31, 2011 - $1,250).
|
d)
|
On October 1, 2011, the Company entered into an agreement with Palisades Financial Ltd. (“Palisades”), a private company controlled by a significant shareholder, with a two-year term, whereby Palisades provides investment-banking services to the Company (valued at $10,000) in exchange for 5,000,000 restricted shares of the Company’s common stock. During the three month ended March 31, 2012, $1,250 was expensed (December 31, 2011 - $1,250).
|
e)
|
On October 1, 2011 the Company entered into an agreement with Compte de Sierge Accomodative Corp. Limited (“Compte”), a private company controlled by a significant shareholder, with a two-year term, whereby Compte provides investor relations services to the Company (valued at $10,000) in exchange for 5,000,000 restricted shares of the Company’s common stock. During the three month ended March 31, 2012, $1,250 was expensed (December 31, 2011 - $1,250).
|
(1)
|
2012 Stock Transactions
|
(2)
|
2012 Stock Options |
Number
of options
|
Weighted
Average
Exercise
Price
|
Weighted Average Remaining Contractual Life
|
|||||||
Balance, December 31, 2009
|
3,002,517 | $ | 0.20 |
2.67 years
|
|||||
Granted during 2010
|
14,516,667 | - | |||||||
Exercised during 2010
|
(14,516,667 | ) | - | ||||||
Balance, December 31,2010
|
3,002,517 | - | |||||||
Granted during 2011
|
12,000,000 | 0.03 | |||||||
Exercised during 2011
|
(12,000,000 | ) | |||||||
Balance, December 31, 2011
|
3,002,517 | $ | 0.20 |
2.67 years
|
|||||
Granted during 2012
|
5,000,000 | 0.03 | |||||||
Exercised during 2012
|
(5,000,000 | ) | |||||||
Balance, March 31, 2012
|
3,002,517 | $ | 0.20 |
2.67 years
|
Number of options
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life
|
|||||||
Balance, December 31, 2009
|
3,002,517 | $ | 0.20 |
2.67 years
|
|||||
Granted during 2010
|
14,516,667 | - | |||||||
Exercised during 2010
|
(14,516,667 | ) | - | ||||||
Balance, December 31,2010
|
3,002,517 | - | |||||||
Granted during 2011
|
5,850,000 | 0.03 | |||||||
Balance, March 31, 2011
|
3,002,517 | $ | 0.20 |
2.67 years
|
March 31, 2012
|
December 31, 2011
|
|||||||
Significant shareholders
|
$ | 70,479 | $ | 62,606 |
Cash paid during the three months ended March 31, 2012 and 2011 for:
|
2012
|
2011
|
||||||
Interest
|
$ | - | $ | - | ||||
Income taxes
|
$ | - | $ | - | ||||
Shares issued for debt settlement | $ | 12,500 | $ | 103,500 | ||||
Shares issued for deferred compensation
|
$ | - | $ | 30,000 |
March 31 ,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
2,345,937 (2011-2,345,937) shares of Legacy Wine & Spirits
|
$ | 5,865 | $ | 3,754 | ||||
703,750 (2011- 703,750) shares of Organa Gardens International
|
2,744 | 1,407 | ||||||
$ | 8,609 | $ | 5,161 |
March 31,
2012
|
December 31,
2011
|
|||||||
Patents, trademarks, copyright
|
$ | 111,662 | $ | 81,212 | ||||
Formulas, reports, studies
|
35,000 | 25,000 | ||||||
Schematics, proprietary info | 21,000 | 15,000 | ||||||
Website | 7,000 | 5,000 | ||||||
Terralene brandname | 7,000 | 5,000 | ||||||
$ | 181,662 | $ | 131,212 |
(1)
|
2012 Stock Transactions
During the three months ended March 31, 2012, the Company issued a further 2,000,000 restricted common shares valued at $50,000 pursuant to its agreement with Global Terralene Inc.
During the three months ended March 31, 2012, the Company issued a total of 5,000,000 common shares pursuant to the exercise of options under the Company’s 2012 Stock Incentive and Option Plan at $0.0025 per share to satisfy debt to related parties in the amount of $12,500.
|
(2)
|
2012 Stock Options
|
Number
of options
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life
|
|||||||||
Balance, December 31, 2009
|
3,002,517 | $ | 0.20 |
2.67 years
|
|||||||
Granted during 2010
|
14,516,667 | - | |||||||||
Exercised during 2010
|
(14,516,667 | ) | - | ||||||||
Balance, December 31,2010
|
3,002,517 | - | |||||||||
Granted during 2011
|
12,000,000 | 0.03 | |||||||||
Exercised during 2011
|
(12,000,000 | ) | |||||||||
Balance, December 31, 2011
|
3,002,517 | $ | 0.20 |
2.67 years
|
|||||||
Granted during 2012
|
5,000,000 | 0.03 | |||||||||
Exercised during 2012
|
(5,000,000 | ) | |||||||||
Balance, March 31, 2012
|
3,002,517 | $ | 0.20 |
2.67 years
|
Number
of options
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Life
|
|||||||||
Balance, December 31, 2009
|
3,002,517 | $ | 0.20 |
2.67 years
|
|||||||
Granted during 2010
|
14,516,667 | - | |||||||||
Exercised during 2010
|
(14,516,667 | ) | - | ||||||||
Balance, December 31,2010
|
3,002,517 | - | |||||||||
Granted during 2011
|
5,850,000 | 0.03 | |||||||||
Balance, March 31, 2011
|
3,002,517 | $ | 0.20 |
2.67 years
|
101.INS **
|
XBRL Instance Document
|
|
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF **
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB **
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE **
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
TERRALENE FUELS CORPORATION | |||
Date: May 21, 2012
|
By: |
/s/
J. Cruz
|
|
Jaclyn Cruz
|
|||
President and a Director.
|
|||
Date: May 21, 2012
|
By: |
/s/
M. Kelly
|
|
Matt Kelly
|
|||
Director, Secretary & Treasurer
|
1 Year Golden Star Enterprises (PK) Chart |
1 Month Golden Star Enterprises (PK) Chart |
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