UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q/A
(Amendment No. 1)
[X] QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly
period ended September 30, 2013
[ ] TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number
000-54405
![](logo.jpg)
JAMESON STANFORD
RESOURCES CORPORATION
(Exact name of registrant
as specified in its charter)
Nevada |
|
90-0963619 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
605
W. Knox Rd., Suite 202, Tempe, AZ 85284 |
|
85284 |
(Address
of principal executive offices) |
|
(Zip
Code) |
(702) 933-0808
(Registrant’s telephone
number, including area code)
Not
applicable.
(Former Name, former
address and former fiscal year, if changed since last report)
Copies of Communications
to:
Laura Anthony, Esq.
Legal& Compliance,
LLC
330 Clematis Street,
Suite 217
West Palm Beach, FL 33401
(561) 514-0936
Fax (561) 514-0832
Indicate by check mark whether the issuer
(1) 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.
Yes [X] 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 smaller reporting company. See 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 [ ] (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 [ ] No [X]
The number of shares of Common Stock, $0.001
par value, issued and outstanding on November 15, 2013, was 37,150,426 shares.
EXPLANATORY NOTE
This Amendment No.
1 to the Quarterly Report on Form 10-Q of Jameson Stanford Resources Corporation for the period ended September 30, 2013 (the
“Form 10-Q/A”) is amending the Quarterly Report on Form 10-Q originally filed with the Securities and Exchange Commission
on November 19, 2013 (the “Original Report”). We are filing this Form 10-Q/A to reflect the restatement of our Unaudited
Condensed Consolidated Financial Statements as of September 30, 2013 (the “Financial Statements”). As disclosed in
our Current Report on Form 8-K as filed on April 28, 2014 and as amended on Form 8-K/A as filed with the SEC on May 23, 2014,
we have determined that the Financial Statements contained an error related to the failure to record the receipt of funds for
sales of the Company’s common stock and the accounting for the use of the proceeds from these sales in the period covered
by the Original Report. The Financial Statements also contained errors relating to the incorrect classification of our former
sole Director, Chief Executive Officer and majority shareholder’s personal expenses as expenses of our Company and issuance
of common stock for professional fees. The Financial Statements, in addition, did not properly reflect the convertible debt provisions
due to a retroactive provision of an amendment signed on December 30, 2013.
Please see Note 4 -
Summary of Significant Accounting Policies - Restatement of Financial Statements contained in the Notes to our Financial Statements
appearing later in this Form 10-Q/A which further describes the effect of this restatement. In addition, we have amended the following
sections of this report:
Part I – Financial
Statements
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item
4. Controls and Procedures.
Part II – Other
Information
Item 1. Legal Proceedings.
Item 2. Unregistered Sales
of Equity Securities and use of Proceeds.
This Form 10-Q/A also
contains currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2 by the Company’s current President who is
the Company’s principal executive officer and by the Company’s current interim Chief Financial Officer. This Form
10-Q/A does not reflect events occurring after the filing of the Original Report, and no attempt has been made herein to modify
or update the other disclosures that may have been affected by subsequent events. Accordingly, this Form 10-Q/A should be read
in conjunction with our other filings with the SEC.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I
of this report include forward-looking statements. These forward looking statements are based on our management’s current
expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from
expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,”
“expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” “proposed,” “intended,” or “continue” or the negative of these terms
or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations
about our future operating results or our future financial condition or state other “forward-looking” information.
Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including
but not limited to: variability of our future revenues and financial performance; risks associated with product development and
technological changes; the acceptance of our products in the marketplace by potential future customers; general economic conditions.
You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business,
results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities
could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot
guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of
the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.
CAUTIONARY STATEMENT
REGARDING MINERALIZED MATERIAL
“Mineralized
material” as used in this quarterly report on Form 10-Q, although permissible under the United States Securities and
Exchange Commission’s (“SEC”) Industry Guide 7, does not indicate “reserves” by SEC standards. We
cannot be certain that any deposits from the Star Mountain/Chopar Mine, (b) Spor Mountain/Dugway Minerals Claim and Ogden Bay
Wildlife Management Area in Weber County, Utah will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”.
Investors are cautioned not to assume that all or any part of the disclosed mineralized material estimates will ever be confirmed
or converted into reserves or that mineralized material can be economically or legally extracted.
PART
I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JAMESON
STANFORD RESOURCES CORPORATION
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
CONSOLIDATED BALANCE SHEETS
(unaudited)
| |
Restated
September 30, 2013 | | |
December 31, 2012 | |
ASSETS | |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | |
Cash | |
$ | 90,642 | | |
$ | - | |
Prepaid Expenses | |
| 17,815 | | |
| - | |
Deposits | |
| 77,800 | | |
| - | |
| |
| | | |
| | |
Total current assets | |
| 186,257 | | |
| | |
| |
| | | |
| | |
Property & equipment, net | |
| 39,549 | | |
| 40,367 | |
Advances to related party shareholder | |
| 263,074 | | |
| - | |
Surety Bond | |
| 24,325 | | |
| - | |
Mineral Rights | |
| 25,869 | | |
| 25,869 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 539,074 | | |
$ | 66,236 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Accounts payable and accrued expenses | |
$ | 396,850 | | |
| 330,298 | |
Accrued compensation | |
| 12,000 | | |
| 180,000 | |
Convertible debt, related party | |
| 135,000 | | |
| 185,000 | |
Stipulated agreement liability, related party | |
| 112,772 | | |
| - | |
Loans payable | |
| - | | |
| 45,342 | |
Advances from related party shareholders, including
accrued interest | |
| - | | |
| 49,993 | |
| |
| | | |
| | |
Total current liabilities | |
| 656,622 | | |
| 790,633 | |
| |
| | | |
| | |
Convertible debt | |
| 74,685 | | |
| - | |
| |
| | | |
| | |
Total Liabilities | |
| 731,307 | | |
| 790,633 | |
| |
| | | |
| | |
STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Common stock, authorized 350,000,000 shares, $.001 par value, 37,150,426
and 31,300,000 issued and outstanding, respectively | |
$ | 37,150 | | |
$ | 31,300 | |
Add’l paid in capital (deficit in par value) | |
| 1,853,284 | | |
| (53,168 | ) |
Accumulated deficit during exploration stage | |
| (2,082,667 | ) | |
| (702,529 | ) |
| |
| | | |
| | |
Total Stockholders’ Deficit | |
| (192,233 | ) | |
| (724,397 | ) |
| |
| | | |
| | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
$ | 539,074 | | |
$ | 66,236 | |
The accompanying notes
are an integral part of these condensed consolidated financial statements
JAMESON
STANFORD RESOURCES CORPORATION
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| |
Three Months Ended | | |
Nine Months Ended | | |
Restated Period
from Inception | |
| |
Restated
September 30, 2013 | | |
September 30, 2012 | | |
Restated
September 30, 2013 | | |
September 30, 2012 | | |
(Oct 12, 2010) to
September 30, 2013 | |
Revenue | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 89,994 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Cost of Revenue | |
| - | | |
| - | | |
| - | | |
| - | | |
| 66,227 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Gross Profit | |
| - | | |
| - | | |
| - | | |
| - | | |
| 23,767 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Operating Expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
Executive Compensation | |
| 57,000 | | |
| 75,000 | | |
| 147,000 | | |
| 125,000 | | |
| 327,000 | |
Exploration and development costs | |
| 214,282 | | |
| 19,484 | | |
| 347,277 | | |
| 31,864 | | |
| 502,258 | |
Exploration and development costs - related party | |
| - | | |
| - | | |
| - | | |
| 70,272 | | |
| 109,922 | |
General and administrative | |
| 309,997 | | |
| 105,165 | | |
| 762,106 | | |
| 164,902 | | |
| 993,773 | |
General and administrative - related party | |
| - | | |
| - | | |
| 10,783 | | |
| - | | |
| 38,283 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total Operating Expenses | |
| 581,279 | | |
| 199,649 | | |
| 1,267,166 | | |
| 392,038 | | |
| 1,971,236 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss from Operations | |
| (581,279 | ) | |
| (199,649 | ) | |
| (1,267,166 | ) | |
| (392,038 | ) | |
| (1,947,469 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Other Expenses | |
| | | |
| | | |
| | | |
| | | |
| | |
Extinguishment of debt | |
| - | | |
| - | | |
| (60,000 | ) | |
| - | | |
| (60,000 | ) |
Interest expense, related parties | |
| (4,998 | ) | |
| (6,794 | ) | |
| (15,957 | ) | |
| (14,441 | ) | |
| (38,183 | ) |
Interest expense | |
| (34,125 | ) | |
| - | | |
| (37,015 | ) | |
| - | | |
| (37,015 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss before Income Taxes | |
| (620,402 | ) | |
| (206,443 | ) | |
| (1,380,138 | ) | |
| (406,479 | ) | |
| (2,082,667 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Income tax provision | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Loss | |
$ | (620,402 | ) | |
$ | (206,443 | ) | |
$ | (1,380,138 | ) | |
$ | (406,479 | ) | |
$ | (2,082,667 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted (loss) per share | |
$ | (0.02 | ) | |
$ | (0.01 | ) | |
$ | (0.04 | ) | |
$ | (0.01 | ) | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 34,323,307 | | |
| 25,000,000 | | |
| 32,315,986 | | |
| 25,000,000 | | |
| | |
The
accompanying notes are an integral part of these condensed consolidated financial statements
JAMESON
STANFORD RESOURCES CORPORATION
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
| |
| | |
| | |
Restated Period | |
| |
For Nine Months Ended | | |
from Inception | |
| |
Restated | | |
| | |
(October 12, 2010) to | |
| |
September 30, 2013 | | |
September 30, 2012 | | |
September 30, 2013 | |
Cash flows from operating activities | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,380,138 | ) | |
$ | (406,479 | ) | |
$ | (2,082,667 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
| | |
Depreciation | |
| 7,346 | | |
| 5,077 | | |
| 15,348 | |
Imputed interest | |
| 15,957 | | |
| 14,441 | | |
| 33,571 | |
Shares Issued for Services | |
| 586,207 | | |
| - | | |
| 586,207 | |
Shares Issued for Debt Extinguishment | |
| 60,000 | | |
| - | | |
| 60,000 | |
Amortization of debt discount | |
| 24,823 | | |
| - | | |
| 24,823 | |
Changes in operating assets and liabilities | |
| | | |
| | | |
| | |
Prepaid Expenses | |
| (17,815 | ) | |
| - | | |
| (17,815 | ) |
Deposits | |
| (77,800 | ) | |
| - | | |
| (77,800 | ) |
Surety Bond | |
| (24,325 | ) | |
| | | |
| (24,325 | ) |
Accounts payable and accrued expenses | |
| 58,052 | | |
| 139,278 | | |
| 348,768 | |
Accrued interest | |
| 5,158 | | |
| - | | |
| 9,770 | |
Accrued compensation | |
| (168,000 | ) | |
| 125,000 | | |
| 12,000 | |
Stipulated agreement liability, related party | |
| 112,772 | | |
| - | | |
| 112,772 | |
| |
| | | |
| | | |
| | |
Net cash used in operating activities | |
| (797,763 | ) | |
| (122,683 | ) | |
| (999,348 | ) |
| |
| | | |
| | | |
| | |
Cash flows from investing activities | |
| | | |
| | | |
| | |
Acquisition of mineral rights | |
| - | | |
| (25,869 | ) | |
| (25,869 | ) |
Advances to related party shareholders | |
| (263,074 | ) | |
| - | | |
| (263,074 | ) |
Purchase of property and equipment | |
| (6,528 | ) | |
| - | | |
| (54,897 | ) |
| |
| | | |
| | | |
| | |
Net cash used in investing activities | |
| (269,602 | ) | |
| (25,869 | ) | |
| (343,840 | ) |
| |
| | | |
| | | |
| | |
Cash flows from financing activities | |
| | | |
| | | |
| | |
Proceeds from issuance of convertible debt, related party | |
| - | | |
| 100,000 | | |
| 185,000 | |
Proceeds from issuance of convertible debt | |
| 500,000 | | |
| - | | |
| 500,000 | |
Proceeds from issuance of common stock | |
| 750,000 | | |
| - | | |
| 750,000 | |
Advances from related party shareholders | |
| (49,993 | ) | |
| 41,561 | | |
| (1,270 | ) |
Members contributions | |
| - | | |
| - | | |
| 100 | |
Loan payable | |
| (42,000 | ) | |
| - | | |
| - | |
| |
| | | |
| | | |
| | |
Net cash provided by financing activities | |
| 1,158,007 | | |
| 141,561 | | |
| 1,433,830 | |
| |
| | | |
| | | |
| | |
Net increase (decrease) in cash | |
| 90,642 | | |
| (6,991 | ) | |
| 90,642 | |
| |
| | | |
| | | |
| | |
Cash, beginning of period | |
| - | | |
| 6,991 | | |
| - | |
| |
| | | |
| | | |
| | |
Cash, end of period | |
$ | 90,642 | | |
$ | - | | |
$ | 90,642 | |
| |
| | | |
| | | |
| | |
Supplemental Information: | |
| | | |
| | | |
| | |
Cash paid for: | |
| | | |
| | | |
| | |
Taxes | |
$ | - | | |
$ | - | | |
$ | - | |
Interest Expense | |
$ | - | | |
$ | - | | |
$ | - | |
Liabilities assumed in merger | |
$ | - | | |
$ | - | | |
$ | 39,582 | |
Settlement of debt with contributed capital | |
$ | 110,000 | | |
$ | - | | |
$ | 110,000 | |
Warrants issued with convertible debt | |
$ | 450,138 | | |
$ | - | | |
$ | 450,138 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements
JAMESON STANFORD RESOURCES
CORPORATION
(AN EXPLORATION STAGE
COMPANY)
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND NATURE
OF BUSINESS
On October 29, 2012, Jameson
Stanford Resources Corporation (the “Company”) merged with Bolcán Mining Corporation (Note 2). Prior to the
Merger, the Company was a publically traded shell company with no business operations. The shell company was originally incorporated
under the laws of the state of Nevada in June 2009 as MyOtherCountryClub.com for the purpose of developing a website that would
offer reciprocal golf privileges, and other related services, to members of private country clubs throughout the United States.
As a result of the Merger, the Company is no longer considered a shell company.
The current operating
activities of the Company include exploration and pre-extraction activities related to certain mining claims, mineral leases and
excavation rights (collectively referred to herein as “mineral rights”) for mining projects located in (a) Star Mining
District in Beaver County, Utah, (b) Spor Mountain Mining District in Juab County, Utah, and (c) Ogden Bay Wildlife Management
Area in Weber County, Utah. We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7,
through the completion of a “final” or “bankable” feasibility study for our mineral rights. Furthermore,
we have no plans to establish proven or probable reserves for any of our mineral rights.
NOTE 2 – MERGER
Effective May 7, 2012,
the Company entered into an Agreement and Plan of Merger with Jameson Stanford Resources Corporation, (“Jameson Stanford”),
and JSR Sub Co, (“JSR”), both unrelated parties. On July 24, 2012, the above parties entered into an Extension Agreement
in order to extend the effective time of the merger to August 3, 2012. On October 24, 2012, the parties entered into a second
Extension Agreement extending the closing date for the Merger to October 29, 2012. On October 29, 2012, the Merger was closed.
Effective as of the closing of the Merger, the CEO and Director of Jameson Stanford resigned from all positions with the Company
and he returned, for cancellation, 52,500,000 shares of the Jameson Stanford’s common stock held in his name. Also at closing,
the shareholder of Bolcán Mining was issued 25,000,000 shares of Jameson Stanford’s common stock. As of the end of
September 30, 2013 there were 37,150,426 shares of Jameson Stanford common stock outstanding as restated, of which approximately
80% is held by the former shareholders of Bolcán. The merger has been treated as a reverse acquisition and recapitalization
of a public company. Accordingly, the historic financial statements of the Company are the historical statements of Bolcán
Mining Corporation, which was incorporated on April 11, 2012 in the State of Nevada.
NOTE 3 – GOING CONCERN
The Company is an exploration
stage enterprise as defined under generally accepted accounting principles in the United States (“GAAP”). The financial
statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting
in a restated deficit accumulated during exploration stage of $2,082,667 as of the period ended September 30, 2013. Further losses
are anticipated in the development of its business.
The Company’s ability
to continue as a going concern is dependent upon the Company generating profitable operations and cash flows in the near-term
future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business
operations. Management plans to finance the Company’s operating costs as necessary over the next twelve months with advances
from owners and directors, and the private placement of the Company’s equity ownership. If management is unsuccessful in
these efforts, discontinuance of operations is possible. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
JAMESON STANFORD RESOURCES
CORPORATION
(AN EXPLORATION STAGE
COMPANY)
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Restatement of Financial Statements
The financial statements
for the period ended September 30, 2013 filed with the SEC on November 19, 2013 contained errors and omissions related to the
failure to record the receipt of funds for sales of the Company’s common stock and the accounting for the use of the proceeds
from those sales. The financial statements also contained errors relating to the treatment of the retroactive application of the
December 2013 amended agreement. The financial statements also contained errors relating to the incorrect classification of Michael
Stanford, our former sole Director, Chief Executive Officer and majority shareholder’s personal expenses as expenses of
our company and issuance of common stock for professional fees. Accordingly, the condensed consolidated balance sheets, condensed
consolidated statements of operations, and condensed consolidated statement of cash flows for the period ended September 30, 2013
and from inception (October 10, 2010) to the period ended September 30, 2013, have been restated to correct these errors and omission.
The proper recording
of the receipt of proceeds from the sale of the Company’s common stock resulted in an increase of issued common of $750,000,
reduction in accrued compensation of $255,000, reduction in advances from related party shareholders of $483,398, reduction in
interest expense due to related party shareholders and interest expense of $23,200 (reduction in net loss of the same amount)
and increase of advances to related party shareholders of $34,802. The proper recording of the convertible note resulted in a
reduction of derivative expense of $416,117 (reduction in net loss of the same amount), reduction in interest expense of $2,954
(reduction in net loss of the same amount), reduction in derivative liability of $916,117, increase in convertible debt of $46,908
and increase in additional paid in capital of $450,138. The proper recording of the issuance of common stock for professional
fees resulted in an increase of common stock of $274,207, increase in net loss of $137,028, increase in surety bond of $24,325,
reduction in mineral rights of $16,380, increase in advances to related party shareholders of $129,234, The incorrect classification
of personal expenses as company expenses and deposits resulted in reduction of deposits of $12,876, reduction in net loss of $101,178,
increase in prepaid expense of $15,015 and increase in advances to related party shareholders of $99,038.
The net effects of these
corrections are noted below by line item for each financial statement that is impacted. The adjustments included in the table
below do not reflect, however, any claims or recovery the Company may realize from a lawsuit the Company filed against Mr. Stanford
as a result of his improper conduct involving the Company. See Note 10 – Subsequent Events – Michael Stanford Litigation.
JAMESON STANFORD RESOURCES
CORPORATION
(AN EXPLORATION STAGE
COMPANY)
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
| |
As Previously | | |
| | |
| |
| |
Reported | | |
| | |
As Restated | |
Line Items Affected | |
September 30, 2013 | | |
Adjustments | | |
September 30, 2013 | |
Condensed Consolidated Balance Sheets | |
| | | |
| | | |
| | |
Assets | |
| | | |
| | | |
| | |
Prepaid expenses | |
$ | 2,800 | | |
$ | 15,015 | | |
$ | 17,815 | |
Deposits | |
$ | 90,676 | | |
$ | (12,876 | ) | |
$ | 77,800 | |
Total Current Assets | |
$ | 184,118 | | |
$ | 2,139 | | |
$ | 186,257 | |
Advances to related party shareholders | |
$ | - | | |
$ | 263,074 | | |
$ | 263,074 | |
Mineral rights | |
$ | 42,249 | | |
$ | (16,380 | ) | |
$ | 25,869 | |
Surety Bond | |
$ | - | | |
$ | 24,325 | | |
$ | 24,325 | |
Total Assets | |
$ | 265,916 | | |
$ | 273,158 | | |
$ | 539,074 | |
| |
| | | |
| | | |
| | |
Liabilities | |
| | | |
| | | |
| | |
Accrued compensation | |
$ | 267,000 | | |
$ | (255,000 | ) | |
$ | 12,000 | |
Advances from related party shareholders | |
$ | 483,398 | | |
$ | (483,398 | ) | |
$ | - | |
Derivative liability | |
$ | 916,117 | | |
$ | (916,117 | ) | |
$ | - | |
Total Current Liabilities | |
$ | 2,311,137 | | |
$ | (1,654,515 | ) | |
$ | 656,622 | |
Convertible debt | |
$ | 27,777 | | |
$ | 46,908 | | |
$ | 74,685 | |
Total Liabilities | |
$ | 2,338,914 | | |
$ | (1,607,607 | ) | |
$ | 731,307 | |
| |
| | | |
| | | |
| | |
Stockholders’ Deficit | |
| | | |
| | | |
| | |
Common stock | |
$ | 31,560 | | |
$ | 5,590 | | |
$ | 37,150 | |
Add’l paid in capital | |
$ | 384,530 | | |
$ | 1,468,754 | | |
$ | 1,853,284 | |
Accumulated deficit during exploration stage | |
$ | (2,489,088 | ) | |
$ | 406,421 | | |
$ | (2,082,667 | ) |
Total Stockholders’ Deficit | |
$ | (2,072,998 | ) | |
$ | 1,880,765 | | |
$ | (192,233 | ) |
| |
As Previously | | |
| | |
| |
| |
Reported | | |
| | |
As Restated | |
| |
Three Months Ended | | |
| | |
Three Months Ended | |
| |
September 30, 2013 | | |
Adjustments | | |
September 30, 2013 | |
Condensed Consolidated Statements of Operations | |
| | | |
| | | |
| | |
Executive compensation | |
$ | 59,771 | | |
$ | (2,771 | ) | |
$ | 57,000 | |
Exploration and development costs | |
$ | 242,084 | | |
$ | (27,802 | ) | |
$ | 214,282 | |
General and administrative | |
$ | 176,033 | | |
$ | 133,964 | | |
$ | 309,997 | |
Total Operating Expenses | |
$ | 477,888 | | |
$ | 103,391 | | |
$ | 581,279 | |
Interest expense, related parties | |
$ | (17,138 | ) | |
$ | 12,140 | | |
$ | (4,998 | ) |
Interest expense | |
$ | (37,079 | ) | |
$ | 2,954 | | |
$ | (34,125 | ) |
Derivative expense | |
$ | (416,117 | ) | |
$ | 416,117 | | |
$ | - | |
Net Loss Before Income Taxes | |
$ | (948,222 | ) | |
$ | 327,820 | | |
$ | (620,402 | ) |
Net Loss | |
$ | (948,222 | ) | |
$ | 327,820 | | |
$ | (620,402 | ) |
JAMESON STANFORD RESOURCES
CORPORATION
(AN EXPLORATION STAGE
COMPANY)
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
| |
As Previously | | |
| | |
| | |
As Restated | |
| |
Reported | | |
| | |
As Restated | | |
From Inception | |
| |
Nine Months Ended | | |
| | |
Nine Months Ended | | |
(October 10, 2010) to | |
| |
September 30, 2013 | | |
Adjustments | | |
September 30, 2013 | | |
September 30, 2013 | |
Condensed Consolidated Statements of Operations | |
| | | |
| | | |
| | | |
| | |
Executive compensation | |
$ | 154,014 | | |
$ | (7,014 | ) | |
$ | 147,000 | | |
$ | 327,000 | |
Exploration and development costs | |
$ | 371,708 | | |
$ | (24,431 | ) | |
$ | 347,277 | | |
$ | 502,258 | |
General and administrative | |
$ | 694,811 | | |
$ | 67,295 | | |
$ | 762,106 | | |
$ | 993,773 | |
Total Operating Expenses | |
$ | 1,231,316 | | |
$ | 35,850 | | |
$ | 1,267,166 | | |
$ | 1,971,236 | |
Net Loss from Operations | |
$ | (1,231,316 | ) | |
$ | (35,850 | ) | |
$ | (1,267,166 | ) | |
$ | (1,947,469 | ) |
Interest expense | |
$ | (39,969 | ) | |
$ | 2,954 | | |
$ | (37,015 | ) | |
$ | (37,015 | ) |
Interest expense, related parties | |
$ | (39,157 | ) | |
$ | 23,200 | | |
$ | (15,957 | ) | |
$ | (38,183 | ) |
Derivative expense | |
$ | (416,117 | ) | |
$ | 416,117 | | |
$ | - | | |
$ | - | |
Net Loss Before Income Taxes | |
$ | (1,786,559 | ) | |
$ | 406,421 | | |
$ | (1,380,138 | ) | |
$ | (2,082,667 | ) |
Net Loss | |
$ | (1,786,559 | ) | |
$ | 406,421 | | |
$ | (1,380,138 | ) | |
$ | (2,082,667 | ) |
| |
| | | |
| | | |
| | | |
| | |
Condensed Consolidated Cash Flows | |
| | | |
| | | |
| | | |
| | |
Net loss | |
$ | (1,786,559 | ) | |
$ | 406,421 | | |
$ | (1,380,138 | ) | |
$ | (2,082,667 | ) |
Imputed interest | |
$ | 15,960 | | |
$ | (3 | ) | |
$ | 15,957 | | |
$ | 33,571 | |
Shares issued for services | |
$ | 312,000 | | |
$ | 274,207 | | |
$ | 586,207 | | |
$ | 586,207 | |
Amortization of debt discount | |
$ | 27,777 | | |
$ | (2,954 | ) | |
$ | 24,823 | | |
$ | 24,823 | |
Derivative expense | |
$ | 416,117 | | |
$ | (416,117 | ) | |
$ | - | | |
$ | - | |
Prepaid expense | |
$ | (2,800 | ) | |
$ | (15,015 | ) | |
$ | (17,815 | ) | |
$ | (17,815 | ) |
Deposits | |
$ | (90,676 | ) | |
$ | 12,876 | | |
$ | (77,800 | ) | |
$ | (77,800 | ) |
Surety bond | |
$ | - | | |
$ | (24,325 | ) | |
$ | (24,325 | ) | |
$ | (24,325 | ) |
Accrued interest | |
$ | 33,993 | | |
$ | (28,835 | ) | |
$ | 5,158 | | |
$ | 9,770 | |
Accrued compensation | |
$ | 87,000 | | |
$ | (255,000 | ) | |
$ | (168,000 | ) | |
$ | 12,000 | |
Net cash used in operations | |
$ | (749,018 | ) | |
$ | (48,745 | ) | |
$ | (797,763 | ) | |
$ | (999,348 | ) |
Acquisition of mineral rights | |
$ | (16,380 | ) | |
$ | 16,380 | | |
$ | - | | |
$ | (25,869 | ) |
Advances to related party shareholders | |
$ | - | | |
$ | (263,074 | ) | |
$ | (263,074 | ) | |
$ | (263,074 | ) |
Net cash used in investing activities | |
$ | (22,908 | ) | |
$ | (246,694 | ) | |
$ | (269,602 | ) | |
$ | (343,840 | ) |
Advances from related party shareholders | |
$ | 410,205 | | |
$ | (460,198 | ) | |
$ | (49,993 | ) | |
$ | (1,270 | ) |
Loans payable | |
$ | (47,637 | ) | |
$ | 5,637 | | |
$ | (42,000 | ) | |
$ | - | |
Proceeds from issuance of common stock | |
$ | - | | |
$ | 750,000 | | |
$ | 750,000 | | |
$ | 750,000 | |
Net cash provided by financing activities | |
$ | 862,568 | | |
$ | 295,439 | | |
$ | 1,158,007 | | |
$ | 1,433,830 | |
Basis of Accounting and Presentation
The accompanying financial
statements have been prepared in accordance with GAAP for interim financial statements. Accordingly, they omit or condense footnotes
and certain other information normally included in financial statements prepared in accordance with GAAP. The accounting policies
followed for quarterly financial reporting conform with the accounting policies disclosed in Note 4 to the Notes to Condensed
Consolidated Financial Statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2012.
In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the
interim periods reported have been made. All such adjustments are of a normal recurring nature. The restated results of operations
for the nine months ended September 30, 2013 are not necessarily indicative of the results that can be expected for the entire
year ending December 31, 2013. The unaudited financial statements should be read in conjunction with the financial statements
and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2012.
JAMESON STANFORD RESOURCES
CORPORATION
(AN EXPLORATION STAGE
COMPANY)
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – TRANSACTIONS WITH MAJORITY
OWNER AND OFFICER
Michael Stanford, the
Company’s former Chief Executive Officer and its majority shareholder (the “Majority Owner”) has made periodic
advances to the Company to fund operations, which are unsecured and payable on demand. Interest is charged at the rate of 12%.
The balance in Advances From Related Party Shareholder at December 31, 2012 of $49,993 was eliminated in the restated first quarter
of 2013 by advances made to the majority shareholder. At the end of the restated period ended September 30, 2013, the advances
to the majority shareholder totaled $263,074.
On August 19, 2014 the
Company filed a complaint against Michael Stanford, its former sole director, CEO and largest shareholder based upon the alleged
wrongful, fraudulent and tortuous acts involving the Company. The financial statements do not reflect, however, any claims or
recovery the Company may realize from this lawsuit against Mr. Stanford as a result of his improper conduct. See Note 10 –
Subsequent Events – Michael Stanford Litigation.
The Company has contracted
for minerals testing, laboratory services, project management and materials supply from several entities that are operated by
common management or are otherwise controlled by the Majority Owner. Payments to such related party totaled $0 for the nine-month
period ended September 30, 2013.
NOTE 6 – MINERAL RIGHTS
At September 30, 2013,
the Company had certain mining claims, mineral leases and excavation rights for mining projects located in (a) Star Mining District
in Beaver County, Utah, (b) Spor Mountain Mining District in Juab County, Utah, and (c) Ogden Bay Wildlife Management Area in
Weber County, Utah. These mineral rights were acquired through staking and purchase, lease or option agreements and are subject
to varying royalty interests, some of which are indexed to the sale price of minerals excavated from these properties. The Company
has not established proven or probable reserves on any of its mineral projects and no minerals have been extracted from these
properties as of September 30, 2013. As of September 30, 2013 the restated mineral rights are $25,869 and property and equipment,
net are $39,549.
NOTE 7 – CONVERTIBLE NOTE-RELATED PARTY
In connection with a memorandum
of understanding dated October 27, 2011, the Company received certain cash advances totaling $105,000 from a related party. The
advances were unsecured, did not bear interest and were payable on demand. Additional advances were made in 2011 and 2012, bringing
the total borrowed to $135,000, which was rolled into a convertible note dated June 11, 2012. The unpaid balance is convertible
at the option of the related party or the Company into common stock shares of the Company at the rate of one share of common stock
for every two dollars of loan reduction. These conversion rights were extended to December 31, 2013 by verbal agreement. Interest
expense has been imputed at 12%. The imputed interest incurred for the period was $4,998 and cumulative interest totaled $33,571
at September 30, 2013.
JAMESON STANFORD RESOURCES
CORPORATION
(AN EXPLORATION STAGE
COMPANY)
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
note
8 – stipulated Agreement LIABILITY, RELATED PARTY
The Company entered into
an agreement with Michael Christiansen, an officer of the Company (“Christiansen”) on August 13, 2013 (the “Stipulated
Agreement”) to pay Christiansen $123,272 (the “Amount Due”) relating to a promissory note, accrued compensation
and out-of-pocket expenses incurred on behalf of the Company. The Amount Due was agreed to be paid as follows: $10,500 on or before
August 15, 2013; $10,500 on or before September 15, 2013; $10,500 on or before October 15, 2013; and the balance in installments
of $15,000 beginning on the earlier of (a) the first day of the month following the date on which the company receive at least
three million dollars ($3,000,000) of equity funding, or (b) December 31, 2014. At September 30, 2013, the Company’s remaining
liability of $112,772 has been recorded as Stipulated Agreement Liability, Related Party in the accompanying financial statements.
The Company has the right to prepay any part of this amount without any prepayment penalty. In no event, however, shall the balance
due be paid later than December 31, 2014. In the event of a change of control, the Company is obligated to pay in full the portion
of the Amount Due that remains unpaid. Subject to completion of the payments due under the agreement, the parties agreed to release
certain claims against each other related to or arising in connection with the matters that gave rise to our agreement to pay
the Amount Due.
NOTE 9 – NOTE PAYABLE
On May 11, 2012, Christiansen
loaned the Company $42,000. The loan was guaranteed by the Majority Owner, called for interest at 12% per annum and was extended
to a due date of August 24, 2012. Effective July 1, 2013, the entire balance of $48,598, including accrued interest of $6,598,
was incorporated into the Stipulated Agreement settlement with Christiansen and is included in the Amount Due. See NOTE 8.
NOTE 10 – CONVERTIBLE NOTE
On August 19, 2013 the
Company issued a $500,000 convertible promissory note (the “Note”) and warrants to purchase shares of common stock
to an individual investor. The overall terms of the Note are as follows:
|
● |
Interest
rate: 12% per annum. |
|
|
|
|
● |
Due
date: September 14, 2015. The Company is to pay the principal amount and all accrued and unpaid interest on or before the
due date. |
|
|
|
|
● |
Redemption
right: Any time the closing price of the Company’s common stock has been at or above $2.00 for 20 consecutive trading
days, the Company has the right to redeem all or any part of the principal and accrued interest of the Note, following written
notice to the holder of the Note. |
|
|
|
|
● |
Optional
Conversion: At the option of the holder, the Note may be converted into shares of the Company’s common stock at a conversion
price equal to $0.50 per share |
|
|
|
|
● |
Additionally,
if the Company elects to exercise the redemption right, the holder has the opportunity to elect to take the cash payment or
to convert all or any portion of the Note into shares of the Company’s common stock. |
|
|
|
|
● |
The
conversion price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate
events. |
|
|
|
|
● |
The
Note is senior in rank to any other debt held by our officers, directors or affiliates and may not be subordinated to any
other debt issued by us without the written consent of the holder. |
|
|
|
|
● |
Warrants:
The holder of the Note is granted the right through September 30, 2015 to purchase 500,000 additional shares of common stock
at $1.00 per share. |
JAMESON STANFORD RESOURCES
CORPORATION
(AN EXPLORATION STAGE
COMPANY)
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
|
● |
The
Company’s Condensed Consolidated Balance Sheets report the following related to the convertible promissory note: |
| |
September 30, 2013 | |
Principal amount | |
$ | 500,000 | |
Unamortized debt discount | |
| (425,315 | ) |
Net carrying amount | |
$ | 74,685 | |
|
● |
The
Note is secured by all of the mineral ownership and mining rights held by the Company in the Star Mountain Mining District
and proceeds and distributions from such assets. |
|
|
|
|
● |
During
the time that any portion of this Note is outstanding, if any Event of Default occurs and such Default is not cured by the
Company within sixty (60) days of the occurrence of the Event of Default (the “Cure Period”), the amount
equal to one hundred fifty percent (150%) of the outstanding principal amount of this Note, together with accrued interest
and other amounts owing shall become at the holder’s election, immediately due and payable in cash. The holder at its
option has the right, with three (3) business days advance written notice to the Company after the expiration of the Cure
Period, to elect to convert the Note into shares of the Company’s common stock pursuant to the Optional Conversion rights
disclosed above. |
For the nine months ended
September 30, 2013, the Company recorded $8,500 of accrued interest expense for the contractual interest related to the convertible
promissory note and additional interest expense of $24,823 as amortization of the debt discount. At September 30, 2013, none
of the debt had been converted and no warrants to purchase common stock had been exercised.
Under the guidance of
ASC 470-20 Debt With Conversion and Other Options, the Company recorded the value of the above warrants to purchase 500,000 shares
of its common stock.
Using the Black-Scholes
method, such warrants were valued at $160,138. The following weighted-average assumptions were used in the Black-Scholes calculation:
| |
September 30, 2013 | |
Expected term (years) | |
| 2.1 | |
Expected volatility | |
| 125.5 | % |
| |
| | |
Risk-free interest rate | |
| 0.36 | % |
Dividend yield | |
| 0 | % |
Aggregate maturities of
Convertible Notes in each of the next five years ending December 31st are as follows:
2014 | |
$ | - | |
2015 | |
| 500,000 | |
2016 | |
| - | |
2017 | |
| - | |
2018 | |
| - | |
| |
$ | 500,000 | |
On December 30, 2013,
an amendment to the original note agreement was signed that retroactively eliminated the variability in conversion terms and the
related derivative liability. Based on this amendment, the Company is retroactively accounting for the convertible note based
on the terms of the amended note agreement.
JAMESON STANFORD RESOURCES
CORPORATION
(AN EXPLORATION STAGE
COMPANY)
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11 – CONTRACTS AND LEASE COMMITMENTS
Office Leases
Commencing February 1,
2013 and continuing to January 31, 2014, the Company is renting residential office space from an entity controlled by the Majority
Owner. The monthly lease payment is comparable to rents paid by non-related parties for similar office space in the area.
Commencing October 1,
2013 and continuing to March 31, 2014, the Company is leasing executive office space totaling 280 square feet, increasing to 430
square feet on November 1, 2013. The lease required an initial setup fee of $500 and a security deposit equal to one month’s
rent. The Company is obligated to monthly lease payments of $3,000 for October, increasing to $5,300 on November 1, 2013. The
agreement is renewable at the option of the Company.
Service Contracts
In February 2013, the
Company contracted with a consulting group to receive consulting, investor relations and development services. This consulting
agreement called for the issuance of 200,000 shares of our unregistered common stock. The value of the services was based on the
closing common share value on the share issuance date of April 2, 2013 which was $1.20 per share. For the nine months ended September
30, 2013, the entire $240,000 value of the contract has been recorded as an expense.
Also in February 2013,
the Company contracted with a public relations company to provide the Company investor relations and development services, video
production and distribution, public relations as well as various social media outreach and promotion services. This service contract
required the issuance of 60,000 shares of our unregistered common stock and minimum quarterly fees totaling $20,000 to be paid
over a six month service period. The value of the services was based on the share value of the Company’s common stock on
the closing common share issuance date of April 2, 2013 which was $1.20 per share. For the nine months ended September 30, 2013,
the entire $72,000 value of the contract has been recorded as an expense.
Effective July 31, 2013,
the Company entered into an agreement with Michael Christiansen (“Christiansen”) to serve as Executive Vice President,
Corporate Development. The initial term of six months calls for monthly compensation of $6,000 increasing to $10,000 per month
once the company has raised $1,000,000 in new equity funding, $15,000 per month once the company has raised $3,000,000 and $20,000
per month once the company has raised $5,000,000. The Company is further obligated to reimburse Christiansen for usual and customary
business related expenses.
NOTE 12 – EQUITY TRANSACTIONS
Under a memorandum of
understanding dated January 3, 2013, the Company is obligated to issue 5,360,000 shares of common stock for cash consideration
of $750,000. At restated September 30, 2013, the shares have been issued.
On April 2, 2013, the
Company issued 200,000 shares of restricted common stock to a consulting company. The contract calls for various consulting and
investor relations services to be performed over six months.
JAMESON STANFORD RESOURCES
CORPORATION
(AN EXPLORATION STAGE
COMPANY)
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
On April 2, 2013, the
Company issued 60,000 shares of restricted common stock to a marketing company. The contract calls for various social media and
public relations services to be performed over six months.
On September 20, 2013,
the Company issued 230,426 shares of common stock for consulting services for the value of $274,207.
NOTE 13 – SUBSEQUENT EVENTS
Convertible Note
On October 18, 2013 the
Company issued a $500,000 convertible promissory note (the “Note”) and warrants to purchase shares of common stock
to an individual investor. The overall terms of the Note are as follows:
|
● |
Interest
rate: 12% per annum. |
|
|
|
|
● |
Due
date: October 31, 2015. The Company is to pay the principal amount and all accrued and unpaid interest on or before the due
date. |
|
|
|
|
● |
Redemption
right: Any time the closing price of the Company’s common stock has been at or above $2.00 for 20 consecutive trading
days, the Company has the right to redeem all or any part of the principal and accrued interest of the Note, following written
notice to the holder of the Note. |
|
|
|
|
● |
Optional
Conversion: At the option of the holder, the Note may be converted into shares of the Company’s common stock at a conversion
price equal to $0.50 per share |
|
|
|
|
● |
Additionally,
if the Company elects to exercise the redemption right, the holder has the opportunity to elect to take the cash payment or
to convert all or any portion of the Note into shares of the Company’s common stock. |
|
|
|
|
● |
The
conversion price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate
events. |
|
|
|
|
● |
The
Note is senior in rank to any other debt held by our officers, directors or affiliates and may not be subordinated to any
other debt issued by us without the written consent of the holder. |
|
|
|
|
● |
Warrants:
The holder of the Note is granted the right through September 30, 2015 to purchase 500,000 additional shares of common stock
at $1.00 per share. |
|
|
|
|
● |
The
Note is secured by all of the mineral ownership and mining rights held by the Company in the Star Mountain Mining District
and proceeds and distributions from such assets. The Note ranks pari passu in right of payment with the convertible
promissory note issued on August 19, 2013. See NOTE 10. |
|
|
|
|
● |
During
the time that any portion of this Note is outstanding, if any Event of Default occurs and such Default is not cured by the
Company within sixty (60) days of the occurrence of the Event of Default (the “Cure Period”), the amount
equal to one hundred fifty percent (150%) of the outstanding principal amount of this Note, together with accrued interest
and other amounts owing shall become at the holder’s election, immediately due and payable in cash. The holder at its
option has the right, with three (3) business days advance written notice to the Company after the expiration of the Cure
Period, to elect to convert the Note into shares of the Company’s common stock pursuant to the Optional Conversion rights
disclosed above. |
Executive Office Lease
Commencing November 1,
2013 and continuing to March 31, 2014, the Company is leasing additional executive office space totaling 150 square feet. The
lease obligates the Company to an additional monthly lease payment of $2,300 and is renewable at the option of the Company.
JAMESON STANFORD RESOURCES
CORPORATION
(AN EXPLORATION STAGE
COMPANY)
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Michael Stanford Litigation
On August 19, 2014 the
Company filed a complaint in the Fifth Judicial District Court, Beaver County, Utah (Civil Case No. 140500023) against Michael
Stanford, its former sole director, CEO and its largest shareholder based upon the alleged wrongful, fraudulent and tortuous acts
whereby Mr. Stanford committed the pervasive, profound, continuous, repeated, and ongoing wrongful and fraudulent acts and omissions
resulting in at least $2,591,359 in losses for the Company, $1,272,321 in fraudulent claimed business expenses, $1,319,038 representing
investment monies diverted from the Company and monies deposited directly into Mr. Stanford’s personal accounts and the
improper issuance to Mr. Stanford of 25,000,000 shares of the Company’s common stock in exchange for the stock of Bolcán
Mining Corporation in May 2012 whose assets were highly inflated at the time the Company completed this acquisition. The complaint
also alleges that Mr. Stanford misappropriated for his own personal uses $750,000 of investment capital that was to be invested
in the Company, the failure to disclose his history of litigation, his general fraudulent conduct in dealing with the Company
and threats of violence against the Company’s officers and other persons related to the Company.
Based on this conduct,
the complaint includes a claim for an accounting, conversion, fraudulent misrepresentation and fraudulent nondisclosure, interference
with present and prospective economic relations, declaratory judgment, and injunctive relief. The complaint seeks, among other
things, monetary damages of $5,873,675, injunctive relief and punitive damages, cancellation of 25,000,000 shares of the Company’s
common stock and the Company’s costs, expenses and attorney’s fees associated with the this lawsuit.
On May 27, 2014, Mr. Stanford
resigned as an officer and director of the Company. Our current management had no knowledge of Mr. Stanford’s improper conduct
as alleged in the complaint which relate to his actions prior to his resignation.
The Company believes that
its claims in the above case are substantial for the reasons discussed above. Litigation is, however, inherently unpredictable.
The outcome of this lawsuit is subject to significant uncertainties and, therefore, determining the likelihood of a recovery and/or
the measurement of any recovery is complex. Consequently, we are unable to estimate the range of reasonably possible recovery.
Our assessment is based on an estimate and assumption that has been deemed reasonable by management, but the assessment process
relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipated events and circumstances
may occur that might cause us to change that estimate and assumption.
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE COMPANY
Overview
We are a minerals exploration
company focused on acquiring and consolidating mining claims, mineral leases and excavation rights (collectively referred to herein
as “mineral rights”). We are currently engaged in exploration and pre-extraction activities for mineral rights for
mining projects located in (a) Star Mining District in Beaver County, Utah, (b) Spor Mountain Mining District in Juab County,
Utah, and (c) Ogden Bay Wildlife Management Area in Weber County, Utah discussed below. We have not established proven or probable
reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable”
feasibility study for our mineral rights. Furthermore, we have no plans to establish proven or probable reserves for any of our
mineral rights.
History
We were originally incorporated
under the laws of the state of Nevada in June 2009 as MyOtherCountryClub.com for the purpose of developing a website that would
offer reciprocal golf privileges, and other related services, to members of private country clubs throughout the United States.
On May 7, 2012, we entered
into an Acquisition Agreement and Plan of Merger, as amended on July 24, 2012 and on October 24, 2012 (collectively referred to
as the “Merger Agreement”), with our wholly-owned subsidiary, JSR Sub Co, a Nevada corporation (“Sub Co”),
and Bolcán Mining Corporation, a Nevada corporation (“Bolcán Mining”). Pursuant to the Merger Agreement,
we issued 25,000,000 shares of our Rule 144 restricted common stock in exchange for 100% of Bolcán Mining’s issued
and outstanding capital stock.
On May 2, 2012, we completed
a 7-for-1 forward split of all outstanding shares of our common stock and a corresponding increase in our authorized common stock.
The effect of the forward split was to increase the number of our common shares issued and outstanding from 8,400,000 to 58,800,000
and to increase our authorized common shares from 50,000,000 shares, par value $0.001, to 350,000,000 shares, par value $0.001.
Pursuant to the terms
of the Merger Agreement, on October 29, 2012 Sub Co merged with and into Bolcán Mining (the “Merger”) with
Bolcán Mining surviving the Merger as our wholly owned subsidiary. After the Merger, there were 31,300,000 shares of our
common stock outstanding, of which approximately 80% were held by the former shareholders of Bolcán Mining. Prior to the
Merger, we were a shell company with no business operations. As a result of the Merger, we are no longer considered a shell company.
Michael Stanford Litigation
On August 19, 2014 the
Company filed a complaint against Michael Stanford, its former sole director, CEO and largest shareholder based upon the alleged
wrongful, fraudulent and tortuous acts involving the Company. The financial statements do not reflect, however, any claims or
recovery the Company may realize from a lawsuit the Company filed against Mr. Stanford as a result of his improper conduct. See
Part II, Item 1. Legal Proceedings – Michael Stanford Litigation.
Description of Bolcán Mining Corporation’s Business
Bolcán Mining was
incorporated on April 11, 2012 to pursue the exploration of certain mining claims, mineral leases and excavation rights for mining
projects located in (a) Star Mining District in Beaver County, Utah, (b) Spor Mountain Mining District in Juab County, Utah, and
(c) Ogden Bay Wildlife Management Area in Weber County, Utah. On April 23, 2012, Bolcán Mining acquired certain lode mining
claims and mineral leases related to the Star Mining District and Spor Mountain Mining District projects.
Effective as of June 30,
2012, pursuant to an Asset Purchase Agreement between Bolcán Mining and the Bolcán Group LLC (“Bolcán
Group”) which was formed in October 12, 2010 by Mr. Stanford, Bolcán Mining purchased all of the assets and assumed
certain liabilities of the Bolcán Group resulting in a combination of the two companies.
The operating activities
of the Bolcán Group were inconsequential until October 2011 and consisted primarily of historical site research performed
by Mr. Stanford. Mr. Stanford has other mining interests and provides services to the mining industry that are not part of Bolcán
Mining.
Projects
Our current active projects
include:
Star Mountain (Star
Mining District) - The Star Mountain/Chopar Mine project consists of 117 lode-mining claims and four metalliferous mineral
lease sections located in the Star Mountain range, Star Mining District, in Beaver County, Utah, approximately five miles west
of Milford, Utah. The Star Mountain project involves total area of 3,740 acres. Based on the Company’s geological analysis,
magnetometry studies and reverse circulation drilling samples, it is estimated that total inferred reserves at the Star Mountain
site may ultimately involve more than 100,000,000 metric tons of copper ore plus additional precious and base metals.
Spor Mountain (Spor
Mountain Mining District) - The Spor Mountain project consists of nine mining claims and three metalifferous mineral lease
sections located in Juab County, Utah. The Company’s Spor Mountain/Dugway Minerals project involves a total area of 2,098
acres. Based on the Company’s preliminary geological analysis and two prospect pit excavations, it is estimated that total
inferred reserves at the Dugway Minerals site may ultimately involve more than 4,000,000 ounces of silver, commercial concentrations
of beryllium and other precious and base metals. Planned project activities at Spor Mountain in 2013 include prospecting, exploration
and development
Ogden Bay Minerals
- Ogden Bay Minerals is a developing mineral excavation project on federal protected wetlands, canals and river systems across
25 square miles of land area known as North Delta, located in West Ogden, Utah. The Company was commissioned by the State of Utah
Division of Natural Resources, USDA Natural Resources Conservation Service and Weber County Emergency Management to restore habitat,
repair damage, dredge silt and sand and remove debris from the Weber River. Our excavation and harvesting rights are maintained
through easement rights obtained from Weber County and a special use river/stream alteration permit as part of a State of Utah/Weber
County flood mitigation project. The project contains deposits of alluvial mineral deposits that are created and replenished from
125 miles of river low from the nearby Wasatch Mountin Range. These alluvial mineral deposits have commercial grades of ziron,
usable silica, and other heavy mineral ore.
Products
We intend to develop our
project mining claims, mineral leases and excavation rights to produce the following specialized mining products:
Copper
Ore with Precious Metals Component - Hard rock mineralized material will be drilled, blasted, excavated and hauled, then crushed
and classified to customer specifications. We will deliver this product on-demand or just in time to customers on a 24/7 schedule,
utilizing truck and pup combos for local deliveries, and rail for regional deliveries. The Union Pacific Railroad main line from
Los Angeles to Ogden, Utah, is routed through Milford, Utah, approximately five miles east of our Star Mountain project site.
Mined
Mineral Concentrates - Finely divided particles from hard rock mining and recovery operations containing significant enrichments
of silver and gold will be upgraded by gravity concentrating methods to contain a minimum 3,000 grams of precious metals per ton
of concentrate. Mineral concentrate products are dried, bagged, and shipped to customers.
Refined
Precious Metals - During 2013-2014, we plan to develop a refining capacity for up to two tons per day of selected precious
metals concentrates from our mining and recovery operations. Precious metals concentrates containing greater than 50% combined
silver/gold mixture will be further concentrated, refined, separated and manufactured into bar and ingot product.
Results of Operations for the three and
nine months ended September 30, 2013 and 2012.
The following discussion should be read in
conjunction with our financial statements and the related notes that appear elsewhere in this Quarterly Report.
Revenue. No revenue
was generated for the three and nine months ended September 30, 2013 and the three and nine months ended September 30, 2012.
Cost of revenue. The
cost of revenue for the three and nine months ended September 30, 2013 and the three and nine months ended September 30, 2012
was zero.
Operating Expenses.
Operating expenses were $581,279 and $199,649 for the three months ended September 30, 2013 and September 30, 2012, respectively.
The operating expenses were $1,267,166 and $392,038 for the nine months ended September 30, 2013 and September 30, 2012, respectively.
The increase is due to increased costs for executive compensation, legal and professional fees related to public filings and compliance
as well as increased exploration costs at our Star Mountain project.
Operating Loss. The
operating loss was $581,279 and $199,649 for the three months ended September 30, 2013 and September 30, 2012, respectively. The
operating loss was $1,267,166 and $392,038 for the nine months ended September 30, 2013 and September 30, 2012, respectively.
The increase is due to increased costs for executivecompensation, legal and professional fees related to public filings and compliance
as well as increased exploration costs at our Star Mountain project.
Interest Expense. Interest
expense, including interest expense–related parties and amortization of debt discount, was $39,123 and $6,794 for the three
months ended September 30, 2013 and September 30, 2012, respectively. Interest expense, including interest expense related parties
and amortization of debt discount, was $52,972 and $14,441 for the nine months ended September 30, 2013 and September 30, 2012,
respectively.
Net Loss. Our net
loss was $620,402 and $206,443 for the three months ended September 30, 2013 and September 30, 2012, respectively. Our net loss
was $1,380,138 and $406,479 for the nine months ended September 30, 2013 and September 30, 2012, respectively. The increase in
net loss was a result of the increases in operating and interest expense discussed above.
Liquidity and Capital Resources
Liquidity is the ability
of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. The Company had cash of $90,642
and $0 of cash as of September 30, 2013 and December 31, 2012, respectively.
At September 30, 2013
and December 31, 2012, current liabilities exceeded current assets creating negative working capital balances of $470,365 and
$790,633, respectively.
Net cash used in operating
activities was $797,763 and $122,683 for the nine months ended September 30, 2013 and September 30, 2012, respectively.
Net cash provided by financing
activities was $1,158,007 and $141,561 for the nine months ended September 30, 2013 and September 30, 2012, respectively. The
Company had total assets at September 30, 2013 of $539,074.
Cash Requirements
Our future capital requirements
will depend on numerous factors, including the extent we continue exploration activities, the profitability of operations and
our ability to control costs. We will be reliant upon shareholder loans, private placements or public offerings of equity to fund
any kind of operations.
We do not currently have
any contractual restrictions (other than the provisions related to Convertible Note, see NOTE 10) on our ability to incur debt,
and, accordingly, we could incur significant amounts of indebtedness to finance operations. Any such indebtedness could contain
covenants which would restrict our operations.
Related Party Transactions
At September 30, 2013
and December 31, 2012, we had outstanding net advances and loans from related parties of $0 and $49,993, respectively. At September
30, 2013, we have net advances to related parties of $263,074 and $0, respectively.
At September 30, 2013
and December 31, 2012, we had outstanding convertible debt from a related party of $135,000 and $185,000, respectively.
On August 19, 2014 the
Company filed a complaint against Michael Stanford, its former sole director, CEO and largest shareholder based upon the alleged
wrongful, fraudulent and tortuous acts involving the Company. The financial statements do not reflect, however, any claims or
recovery the Company may realize from a lawsuit the Company filed against Mr. Stanford as a result of his improper conduct. See
Part II, Item 1. Legal Proceedings – Michael Stanford Litigation
Off-Balance Sheet Arrangements
There are 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, capital expenditures or capital resources that is
material to investors.
ITEM 3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting
company”, we are not required to provide the information under Item 3.
ITEM 4. CONTROLS AND
PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b)
under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls as of the end of the period covered by this report, September 30, 2013.
This evaluation was carried out under the supervision and with the participation of our president and chief operating officer,
Joseph Marchal, and interim chief financial officer, Donna S. Moore, (the “Certifying Officers”). Based upon that
evaluation, our Certifying Officers concluded that as of the end of the period covered by this report, September 30, 2013, our
disclosure controls and procedures are ineffective in timely alerting management to material information relating to us and required
to be included in our periodic filings with the Securities and Exchange Commission (the “Commission”).
Our certifying officers
further concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed
by the issuer in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission’s rules and forms and are also ineffective to ensure that information required
to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, to allow time for decisions regarding required disclosure.
Subsequent to the filing
of our initial Form 10-Q for the period ended September 30, 2013, we discovered that as of September 30, 2013, the following material
weaknesses existed:
|
● |
The
Company did not maintain effective controls over the accounting for cash receipts and disbursements. Specifically the lack
of these controls permitted our former Chief Executive Officer to use cash for certain related party transaction. The Company
discovered that some of these transactions took place without sufficient externally prepared documentation or approvals. Also,
certain aspects of the financial reporting process were materially deficient because it lacked a sufficient complement of
personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with the
Company’s financial reporting requirements. This material weakness resulted in the Company failing to record the receipt
of funds for sales of the Company’s common stock and the accounting for the use of the proceeds from those sales, the
incorrect classification of personal expenses of our former Chief Executive Officer and majority shareholder’s personal
expenses as expenses of our company resulting in the restatement of its financial statements for the period ended September
30, 2013. |
We expect to be materially
dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as
we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses
in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial
statements which could lead to a restatement of those financial statements.
Our management, including
our President and Chief Operating Officer and our Interim Chief Financial Officer, does not expect that our disclosure controls
and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered
relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within our company have been detected.
Changes in Internal Controls Over Financial Reporting
There were no changes
in the Company’s internal controls over financial reporting identified in connection with the evaluation of our controls
performed during the period ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART
II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Michael Stanford Litigation
On August 19, 2014 the
Company filed a complaint in the Fifth Judicial District Court, Beaver County, Utah (Civil Case No. 140500023) against Michael
Stanford, its former sole director, CEO and its largest shareholder based upon the alleged wrongful, fraudulent and tortuous acts
whereby Mr. Stanford committed the pervasive, profound, continuous, repeated, and ongoing wrongful and fraudulent acts and omissions
resulting in at least $2,591,359 in losses for the Company, $1,272,321 in fraudulent claimed business expenses, $1,319,038 representing
investment monies diverted from the Company and monies deposited directly into Mr. Stanford’s personal accounts and the
improper issuance to Mr. Stanford of 25,000,000 shares of the Company’s common stock in exchange for the stock of Bolcán
Mining Corporation in May 2012 whose assets were highly inflated at the time the Company completed this acquisition. The complaint
also alleges that Mr. Stanford misappropriated for his own personal uses $750,000 of investment capital that was to be invested
in the Company, the failure to disclose his history of litigation, his general fraudulent conduct in dealing with the Company
and threats of violence against the Company’s officers and other persons related to the Company.
Based on this conduct,
the complaint includes a claim for an accounting, conversion, fraudulent misrepresentation and fraudulent nondisclosure, interference
with present and prospective economic relations, declaratory judgment, and injunctive relief. The complaint seeks, among other
things, monetary damages of $5,873,675, injunctive relief and punitive damages, cancellation of 25,000,000 shares of the Company’s
common stock and the Company’s costs, expenses and attorney’s fees associated with the this lawsuit.
On May 27, 2014, Mr. Stanford
resigned as an officer and director of the Company. Our current management had no knowledge of Mr. Stanford’s improper conduct
as alleged in the complaint which relate to his actions prior to his resignation.
The Company believes that
its claims in the above case are substantial for the reasons discussed above. Litigation is, however, inherently unpredictable.
The outcome of this lawsuit is subject to significant uncertainties and, therefore, determining the likelihood of a recovery and/or
the measurement of any recovery is complex. Consequently, we are unable to estimate the range of reasonably possible recovery.
Our assessment is based on an estimate and assumption that has been deemed reasonable by management, but the assessment process
relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipated events and circumstances
may occur that might cause us to change that estimate and assumption.
ITEM 1A. RISK FACTORS.
As a “smaller reporting
company”, we are not required to provide disclosure under this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.
On August 12, 2013, the
Company issued 5,360,000 shares of common stock for $750,000 received during the period ending September 30, 2013.
On September 20, 2013,
the Company issued 230,426 shares of common stock for professional services valued at $1.19 per share.
The recipients are accredited
or otherwise sophisticated investors who had access to business and financial information on the Company. The issuances were exempt
from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption
provided by Section 4(2) of that act.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Pursuant to Section 1503(a)
of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a
subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports
filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and
legal actions, and mining-related fatalities. At this time, we have no safety violations, orders, citations, related assessments
or legal actions, or mining-related fatalities to report.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
No. |
|
Description |
|
|
|
10.2 |
|
12%
Convertible Redeemable Promissory Note dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal
(Incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on August 29, 2013). |
|
|
|
10.3 |
|
Pledge
and Security Agreement dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated
by reference to Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on August 29, 2013). |
|
|
|
10.4 |
|
Common
Stock Purchase Warrant dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated
by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on August 29, 2013). |
|
|
|
10.5 |
|
12%
Convertible Redeemable Promissory Note dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal
(Incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on August 29, 2013). |
|
|
|
10.6 |
|
Pledge
and Security Agreement dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated
by reference to Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on August 29, 2013). |
|
|
|
10.7 |
|
Common
Stock Purchase Warrant dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated
by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on August 29, 2013). |
|
|
|
31.1 |
|
Section
302 Certificate of President and Chief Operating Officer.* |
|
|
|
31.2 |
|
Section
302 Certificate of Principal Financial and Accounting Officer.* |
|
|
|
32.1 |
|
Section
906 Certificate of President and Chief Operating Officer.* |
|
|
|
32.2 |
|
Section
906 Certificate of Principal Financial and Accounting Officer.* |
|
|
|
101.INS |
|
XBRL
INSTANCE DOCUMENT ** |
101.SCH |
|
XBRL
TAXONOMY EXTENSION SCHEMA ** |
101.CAL |
|
XBRL
TAXONOMY EXTENSION CALCULATION LINKBASE ** |
101.DEF |
|
XBRL
TAXONOMY EXTENSION DEFINITION LINKBASE ** |
101.LAB |
|
XBRL
TAXONOMY EXTENSION LABEL LINKBASE ** |
101.PRE |
|
XBRL
TAXONOMY EXTENSION PRESENTATION LINKBASE ** |
* |
Filed
herewith. |
** |
In
accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report
on Form 10-Q shall be deemed “furnished” and not “filed”. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this restated report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
Jameson
Stanford Resources Corporation |
|
|
|
Date:
September 22, 2014 |
By: |
/s/
Joseph Marchal |
|
|
Joseph Marchal |
|
|
President and
Chief Operating Officer |
|
|
(Principal Executive
Officer) |
Date:
September 22, 2014 |
By: |
/s/
Donna S Moore |
|
|
Donna S. Moore |
|
|
Interim Chief
Financial Officer |
|
|
(Principal Financial
and Accounting Officer) |
Exhibit
31.1 Rule 13a-14(a)/15d-14(a) Certification
I,
Joseph Marchal, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2013 of Jameson Stanford Resources
Corporation (the “registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition and results of operations of the Registrant as of, and for, the periods presented in
this report;
4.
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d)
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the
Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial
reporting; and
5.
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors
(or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s
internal control over financial reporting.
Date: September
22, 2014
/s/
Joseph Marchal |
|
Joseph
Marchal, President and Chief Operating Officer
(Principal Executive Officer) |
Exhibit
31.2 Rule 13a-14(a)/15d-14(a) Certification
I,
Donna S. Moore, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2013 of Jameson Stanford Resources
Corporation (the “registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition and results of operations of the Registrant as of, and for, the periods presented in
this report;
4.
The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
(d)
Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the
Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial
reporting; and
5.
The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors
(or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s
internal control over financial reporting.
Date: September
22, 2014
/s/
Donna S. Moore |
|
Donna
S. Moore, Interim Chief Financial Officer
(Principal Financial and Accounting Officer) |
Exhibit
32.1 Certification of the President and Chief Operating Officer of Jameson Stanford Resources Corporation pursuant to Section
906 of the Sarbanes Oxley Act of 2002
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report on Form 10-Q/A of Jameson Stanford Resources Corporation (the “Company”) for
the quarterly period ended September 30, 2013 as filed with the Securities and Exchange Commission (the “Report”),
I, Joseph Marchal, President and Chief Operating Officer of the Company, certifies pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(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 respects, the financial condition and results of operations
of the Company.
Date:
September 22, 2014 |
By: |
/s/
Joseph Marchal |
|
|
Joseph Marchal |
|
|
President
and Chief Operating Officer |
|
|
(Principal
Executive Officer) |
This
certification accompanies this Restated Quarterly Report on Form 10-Q/A pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company
specifically incorporates it by reference.
Exhibit
32.2 Certification of the Interim Chief Financial Officer of Jameson Stanford Resources Corporation pursuant to Section 906 of
the Sarbanes Oxley Act of 2002
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report on Form 10-Q/A of Jameson Stanford Resources Corporation (the “Company”) for
the quarterly period ended September 30, 2013 as filed with the Securities and Exchange Commission (the “Report”),
I, Donna S. Moore, Interim Chief Financial Officer of the Company, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(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 respects, the financial condition and results of operations
of the Company.
Date:
September 22, 2014 |
By: |
/s/
Donna S. Moore |
|
|
Donna S.
Moore |
|
|
Interim Chief
Financial Officer |
|
|
(Principal
Financial and Accounting Officer) |
This
certification accompanies this Restated Quarterly Report on Form 10-Q/A pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company
specifically incorporates it by reference.
Mongolia Energy (PK) (USOTC:MOAEY)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
Mongolia Energy (PK) (USOTC:MOAEY)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024