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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sovereign Lithium Inc (CE) | USOTC:SLCO | 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% | 0.000001 | 0.00 | 01:00:00 |
OMB APPROVAL
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OMB Number: |
3235-0070
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Expires: |
April 30, 2015
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Estimated average burden
hours per response: ……………....................................... 187.43
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þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2013 | |
or | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
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SOVEREIGN LITHIUM, INC.
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(Exact name of registrant as specified in its charter)
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DELAWARE
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20-8602410
|
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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999 18th Street, Suite 3000, Denver, Colorado 80202
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|
(Address of principal executive offices) | (Zip Code) |
(303) 952-0455
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name, former address and formal 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.
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Yes þ | No o | |
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 þ | No o | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
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Yes o | No þ |
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
|
||||||
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not Applicable
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Yes o | No o |
APPLICABLE ONLY TO CORPORATE ISSUERS:
|
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
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45,271,689 common shares issued and outstanding as of October 24, 2013.
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Three Months Ended
September 30,
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Nine Months Ended
September 30,
|
Period From
June 29,
2012,
Entrance Into Exploration Stage, to September 30,
|
||||||||||||||||||
2013 |
2012
|
2013 |
2012
|
2013
|
||||||||||||||||
REVENUE
|
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
COST OF REVENUES
|
— | — | — | — | — | |||||||||||||||
OPERATING EXPENSES
|
||||||||||||||||||||
Officers compensation
|
28,500 | 33,500 | 85,500 | 47,500 | 147,500 | |||||||||||||||
Exploration and evaluation
|
85,870 | 55,480 | 235,945 | 55,480 | 291,425 | |||||||||||||||
General and administrative
|
51,782 | 78,197 | 205,947 | 171,978 | 313,763 | |||||||||||||||
Total operating expenses
|
(166,152 | ) | (167,177 | ) | (527,392 | ) | (274,958 | ) | (752,688 | ) | ||||||||||
NET LOSS FROM CONTINUING OPERATIONS
|
(166,152 | ) | (167,177 | ) | (527,392 | ) | (274,958 | ) | (752,688 | ) | ||||||||||
DISCONTINUED OPERATIONS
|
||||||||||||||||||||
Income (loss) from operations of discontinued
Uptone Pictures, Inc.
|
— | — | — | (80,318 | ) | — | ||||||||||||||
NET LOSS
|
$ | (166,152 | ) | $ | (167,177 | ) | $ | (527,392 | ) | $ | (355,276 | ) | $ | (752,688 | ) | |||||
BASIC AND DILUTED EARNINGS PER SHARE - CONTINUING OPERATIONS
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
BASIC AND DILUTED EARNINGS PER SHARE - DISCONTINUED OPERATIONS
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
45,094,145 | 44,000,000 | 44,733,114 | 44,000,000 |
Period From June 29,
2012,
Entrance Into
Exploration Stage, to
September 30,
|
||||||||||||
Nine months ended
September 30,
|
||||||||||||
2013
|
2012
|
2013
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss for the period
|
$
|
(527,392
|
)
|
$
|
(274,958
|
)
|
$
|
(752,688
|
)
|
|||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Donated rent
|
—
|
—
|
—
|
|||||||||
Donated consulting services
|
—
|
—
|
—
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|||||||||
Shares for services
|
13,393
|
—
|
13,393
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase in accounts payable
|
73,251
|
51,067
|
82,540
|
|||||||||
(Decrease) increase in accounts payable – related party
|
(7,837
|
)
|
7,500
|
6,752
|
||||||||
Increase in prepaid expenses
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(7,250
|
)
|
—
|
(12,928
|
)
|
|||||||
Net cash used in operating activities
|
(455,835
|
)
|
(216,391
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)
|
(662,931
|
)
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||||||
Cash paid for mineral property options
|
(295,000
|
)
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(345,000
|
)
|
(625,000
|
)
|
||||||
Cash surrendered on deconsolidation
|
—
|
(1,988
|
)
|
—
|
||||||||
Net cash used in investing activities
|
(295,000
|
)
|
(346,988
|
)
|
(625,000
|
)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Proceeds from sale of stock
|
780,500
|
500,000
|
1,280,500
|
|||||||||
Contributed capital
|
—
|
125,403
|
—
|
|||||||||
Net cash provided by financing activities
|
780,500
|
625,403
|
1,280,500
|
|||||||||
CASH FLOWS USED IN DISCONTINUED OPERATIONS
|
—
|
(56,120
|
)
|
—
|
||||||||
NET INCREASE (DECREASE) IN CASH
|
29,665
|
5,904
|
(7,431
|
)
|
||||||||
CASH – BEGINNING OF PERIOD
|
22,418
|
—
|
59,514
|
|||||||||
CASH – END OF PERIOD
|
$
|
52,083
|
$
|
5,904
|
$
|
52,083
|
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
Interest paid in cash
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Income taxes paid in cash
|
$
|
—
|
$
|
—
|
$
|
—
|
Fair Value Measurements Using
|
||||||||||||||||||||
Quoted prices in
active markets for
identical
instruments
(Level 1)
|
Significant
other
observable
inputs
(Level 2)
|
Significant
unobservable
inputs
(Level 3)
|
Balance,
September
30,
2013
|
Balance,
December 31,
2012
|
||||||||||||||||
Cash
|
$ | 52,083 | $ | — | $ | — | $ | 52,083 | $ | 22,418 | ||||||||||
Accounts payable
|
$ | — | $ | 82,540 | $ | — | $ | 82,540 | $ | 9,289 | ||||||||||
Accounts payable – related parties
|
$ | — | $ | 6,752 | $ | — | $ | 6,752 | $ | 14,589 |
Weighted
Average
|
Weighted Average
|
||||||||
Shares
|
Exercise Price
|
Remaining Life
|
|||||||
Outstanding, December 31, 2012
|
416,667 | $ | 2.60 |
2.53 years
|
|||||
Granted
|
805,015 | 1.53 |
2.68 years
|
||||||
Outstanding, vested and exercisable,
September 30, 2013
|
1,221,682 | $ | 1.89 |
2.37 years
|
Cash
|
$
|
1,988
|
||
Total assets
|
1,988
|
|||
Accrued liabilities
|
12,798
|
|||
Deferred revenue
|
9,525
|
|||
Total liabilities
|
22,323
|
|||
Net assets – discontinued operations
|
$
|
(20,335
|
)
|
(i)
|
make cash payments to Wallach totaling $350,000, inclusive of $25,000 for staking additional claims within the area of mutual interest. As of September 30, 2013 the Company has paid all required cash payments of $325,000. The additional staked claims have not been pursued by the parties to the agreement;
|
|
(ii)
|
fund improvement and mineral exploration projects on the property totaling $350,000 of which $100,000 had been paid as of September 30, 2013; and
|
|
(iii)
|
if the mineral and exploration projects provide evidence that there is the equivalent of at least $1,000,000,000 of gross value on the property, issue 1,000,000 shares of common stock to Wallach.
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Exhibit
|
Item
|
|
3.1
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Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State on June 11, 2013 (1)
|
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10.1
|
Advisory Agreement*
|
|
Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
|
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Certification of Principal Executive and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
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101.INS
|
XBRL Instance Document (2)
|
|
101.SCH
|
XBRL Taxonomy Extension Schema (2)
|
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101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase (2)
|
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101.DEF
|
XBRL Taxonomy Extension Definition Linkbase (2)
|
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101.LAB
|
XBRL Taxonomy Extension Label Linkbase (2)
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101.FRE
|
XBRL Taxonomy Extension Presentation Linkbase (2)
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SOVEREIGN LITHIUM, INC.
|
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Date: October 25, 2013
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By:
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/s/ Felipe Pimienta Barrios
|
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Felipe Pimienta Barrios
|
|||
Its: Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Accounting
Officer)
|
1 Year Sovereign Lithium (CE) Chart |
1 Month Sovereign Lithium (CE) Chart |
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