UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
x
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended
November
30, 2009
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the
transition period from ______ to______.
SUPATCHA
RESOURCES INC.
(Exact
name of registrant as specified in Charter)
|
Nevada
|
333-153293
|
98-0593835
|
|
(State or other jurisdiction of
|
(Commission File No.)
|
(IRS Employee Identification No.)
|
|
incorporation or organization)
|
|
`
|
80
S. Court Street
Thunder
Bay, Ontario
Canada
P7B 2X4
(Address
of Principal Executive Offices)
(807)
344 - 2644
(Issuer
Telephone number)
(Former
Name or Former Address 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 Exchange Act during the preceding 12 months
(or for such shorter period that the issuer 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
¨
No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer” in Rule
12b-2 of the Exchange Act (Check one):
|
Large Accelerated Filer
¨
|
Accelerated Filer
¨
|
Non-Accelerated Filer
¨
|
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
x
No
o
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of February 13, 2010: 12,200,000 shares of Common Stock.
Explanatory
Note
This
Form 10-Q/A was filed with the consent of our auditors for the purpose of
restating the Company’s Unaudited Financial Statements for the period ending
November 30, 2009, to reflect corrections per the following items (i) to state
increases in operating expenses and net losses for the period, (ii) to state
increases in accounts payable and current liabilites, (iii) to state increases
in additional paid in capital, accumulated deficit and total stockholder’s
deficiency, and, (iv) to state changes to subsequent event related party
transactions. The preceding items are summarized in the Notes to the
Unaudited Financial Statements, Note 2 – Restatement and Note 8 – Subsequent
Events. Additionally, there were changes made to Item 4T – Controls
and Procedures. All other information contained in this Form 10-Q/A
is unchanged from the Form 10-Q filed on January 15, 2010.
FORM
10-Q/A
November
30, 2009
INDEX
|
PART
I— FINANCIAL INFORMATION
|
|
|
|
|
|
Item
1.
|
Financial
Statements
|
2
|
|
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition
|
3 -
5
|
|
|
|
|
|
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
5
|
|
|
|
|
|
Item
4T.
|
Control
and Procedures
|
6
|
|
|
|
|
|
PART
II— OTHER INFORMATION
|
|
|
|
|
|
Item
1
|
Legal
Proceedings
|
6
|
|
|
|
|
|
Item
1A
|
Risk
Factors
|
7
|
|
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
7
|
|
|
|
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
7
|
|
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
7
|
|
|
|
|
|
Item
5.
|
Other
Information
|
7
|
|
|
|
|
|
Item
6.
|
Exhibits
and Reports on Form 8-K
|
7
|
|
|
|
|
|
SIGNATURES
|
|
8
|
Item
1. Financial Statements.
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
UNAUDITED FINANCIAL STATEMENTS
November
30, 2009
(STATED
IN U.S. DOLLARS)
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
CONTENTS
|
PAGE
|
F-2
|
CONDENSED
BALANCE SHEETS AS OF NOVEMBER 30, 2009 (RESTATED AND UNAUDITED) AND
FEBRUARY 28, 2009
|
|
|
|
|
|
PAGE
|
F-3
|
CONDENSED
STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED NOVEMBER 30,
2009 AND 2008 (RESTATED AND UNAUDITED), FOR THE PERIOD FROM AUGUST 21,
2007 (INCEPTION) TO NOVEMBER 30, 2009 (RESTATED AND
UNAUDITED)
|
|
|
|
|
|
PAGE
|
F-4
|
CONDENSED
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD
FROM AUGUST 21, 2007 (INCEPTION) TO NOVEMBER 30, 2009 (RESTATED AND
UNAUDITED)
|
|
|
|
|
|
PAGE
|
F-5
|
CONDENSED
STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED NOVEMBER 30, 2009 AND
2008 (RESTATED AND UNAUDITED), FOR, FOR THE PERIOD FROM AUGUST
21, 2007 (INCEPTION) TO NOVEMBER 30, 2009 (RESTATED AND
UNAUDITED)
|
|
|
|
|
|
PAGES
|
F-6
- F-10
|
NOTES
TO CONDENSED RESTATED AND UNAUDITED FINANCIAL
STATEMENTS
|
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
BALANCE SHEETS
(STATED
IN U.S. DOLLARS)
|
|
|
November 30,
|
|
|
February 28,
|
|
|
|
|
2009
|
|
|
2009
|
|
|
|
|
(UNAUDITED)
|
|
|
|
|
|
|
|
(RESTATED)
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,528
|
|
|
$
|
8,469
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
1,528
|
|
|
$
|
8,469
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued liabilities
|
|
$
|
19,431
|
|
|
$
|
4,169
|
|
|
Due
to related party
|
|
|
6,150
|
|
|
|
1,150
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
25,581
|
|
|
|
5,319
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY (DEFICIENCY)
|
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.001 par value, 1,000,000 shares authorized, none issued and
outstanding
|
|
|
-
|
|
|
|
-
|
|
|
Common
stock, $0.001 par value, 69,000,000 shares authorized, 12,200,000 shares
issued and outstanding
|
|
|
12,200
|
|
|
|
12,200
|
|
|
Additional
paid in capital
|
|
|
61,139
|
|
|
|
56,229
|
|
|
Accumulated
deficit during exploration stage
|
|
|
(97,392
|
)
|
|
|
(65,279
|
)
|
|
Total
Stockholders’ Equity (Deficiency)
|
|
|
(24,053
|
)
|
|
|
3,150
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
|
|
$
|
1,528
|
|
|
$
|
8,469
|
|
See
accompanying notes to condensed unaudited financial statements
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
STATEMENTS OF OPERATIONS
(STATED
IN U.S. DOLLARS)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
|
|
For the Three
|
|
|
For the Three
|
|
|
For the Nine
|
|
|
For the Nine
|
|
|
From August
|
|
|
|
|
Months
|
|
|
Months
|
|
|
Months
|
|
|
Months
|
|
|
21, 2007
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
(Inception) to
|
|
|
|
|
November
30,
|
|
|
November
30,
|
|
|
November
30,
|
|
|
November
30,
|
|
|
November 30,
|
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
|
|
(RESTATED)
|
|
|
|
|
|
(RESTATED)
|
|
|
|
|
|
(RESTATED)
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounting
and auditing fees
|
|
$
|
5,175
|
|
|
$
|
9,900
|
|
|
$
|
16,920
|
|
|
$
|
20,555
|
|
|
$
|
43,675
|
|
|
Consulting
fees
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
5,000
|
|
|
Exploration
costs and expenses
|
|
|
-
|
|
|
|
1,500
|
|
|
|
1,300
|
|
|
|
2,336
|
|
|
|
12,636
|
|
|
General
and administrative
|
|
|
1,946
|
|
|
|
1,500
|
|
|
|
5,048
|
|
|
|
4,588
|
|
|
|
12,923
|
|
|
Listing
and filing fees
|
|
|
354
|
|
|
|
366
|
|
|
|
1,345
|
|
|
|
1,954
|
|
|
|
6,733
|
|
|
Legal
fees
|
|
|
5,000
|
|
|
|
5,925
|
|
|
|
7,500
|
|
|
|
8,400
|
|
|
|
16,425
|
|
|
Total
Operating Expenses
|
|
|
12,475
|
|
|
|
19,191
|
|
|
|
32,113
|
|
|
|
37,833
|
|
|
|
97,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS
FROM OPERATIONS
|
|
|
(12,475
|
)
|
|
|
(19,191
|
)
|
|
|
(32,113
|
)
|
|
|
(37,833
|
)
|
|
|
(97,392
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS BEFORE PROVISION FOR INCOME TAXES
|
|
|
(12,475
|
)
|
|
|
(19,191
|
)
|
|
|
(32,113
|
)
|
|
|
(37,833
|
)
|
|
|
(97,392
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for Income Taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$
|
(12,475
|
)
|
|
$
|
(19,191
|
)
|
|
$
|
(32,113
|
)
|
|
$
|
(37,833
|
)
|
|
$
|
(97,392
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss per share - basic and diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of shares outstanding during the period – basic and
diluted
|
|
|
12,200,000
|
|
|
|
12,200,000
|
|
|
|
12,200,000
|
|
|
|
12,200,000
|
|
|
|
|
|
See
accompanying notes to the condensed unaudited Financial Statements
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
FOR
THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO NOVEMBER 30, 2009
(STATED
IN U.S. DOLLARS)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Deficit During
|
|
|
|
|
|
|
|
Preferred Stock
|
|
|
Common Stock
|
|
|
Paid-In
|
|
|
Exploration
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Stage
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued to founders for cash ($0.001 per share)
|
|
|
-
|
|
|
$
|
-
|
|
|
|
6,500,000
|
|
|
$
|
6,500
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
6,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock issued for cash ($0.01 per share)
|
|
|
-
|
|
|
|
-
|
|
|
|
5,700,000
|
|
|
|
5,700
|
|
|
|
51,300
|
|
|
|
-
|
|
|
|
57,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount
on sale of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,071
|
)
|
|
|
-
|
|
|
|
(1,071
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period from August 21, 2007 (inception) to February 29,
2008
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(13,196
|
)
|
|
|
(13,196
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
February 29, 2008
|
|
|
-
|
|
|
|
-
|
|
|
|
12,200,000
|
|
|
|
12,200
|
|
|
|
50,229
|
|
|
|
(13,196
|
)
|
|
|
49,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution of services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
|
|
-
|
|
|
|
6,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(52,083
|
)
|
|
|
(52,083
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE,
FEBRUARY 28, 2009
|
|
|
-
|
|
|
|
-
|
|
|
|
12,200,000
|
|
|
|
12,200
|
|
|
|
56,229
|
|
|
|
(65,279
|
)
|
|
|
3,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-kind
contribution of Services and interest
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,910
|
|
|
|
-
|
|
|
|
4,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(32,113
|
)
|
|
|
(32,113
|
)
|
|
BALANCE,
NOVEMBER 30, 2009 (RESTATED)
|
|
|
-
|
|
|
$
|
-
|
|
|
|
12,200,000
|
|
|
$
|
12,200
|
|
|
$
|
61,139
|
|
|
$
|
(97,392
|
)
|
|
$
|
(24,053
|
)
|
See
accompanying notes to the condensed unaudited Financial
Statements.
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
CONDENSED
STATEMENTS OF CASH FLOWS
(STATED
IN U.S. DOLLARS)
(UNAUDITED)
|
|
|
|
|
|
|
|
|
For the Period
|
|
|
|
|
For the Nine
|
|
|
|
|
|
From August 21,
|
|
|
|
|
Months Ended
|
|
|
For the Nine
|
|
|
2007 (Inception)
|
|
|
|
|
November 30,
|
|
|
Months Ended
|
|
|
To November 30,
|
|
|
|
|
2009
|
|
|
November 30,
|
|
|
2009
|
|
|
|
|
(RESTATED)
|
|
|
2008
|
|
|
(RESTATED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
$
|
(32,113
|
)
|
|
$
|
(37,833
|
)
|
|
$
|
(97,392
|
)
|
|
In-kind
contribution of services and interest
|
|
|
4,910
|
|
|
|
4,500
|
|
|
|
10,910
|
|
|
Changes
in operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid
expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
Accounts
payable and accrued expenses
|
|
|
15,262
|
|
|
|
2,552
|
|
|
|
19,431
|
|
|
Net
Cash Used in Operating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Activities
|
|
|
(11,941
|
)
|
|
|
(30,781
|
)
|
|
|
(67,051
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due
to related party
|
|
|
5,000
|
|
|
|
-
|
|
|
|
6,150
|
|
|
Issuance
of common shares
|
|
|
-
|
|
|
|
-
|
|
|
|
62,429
|
|
|
Net
Cash Provided By Financing Activities
|
|
|
5,000
|
|
|
|
-
|
|
|
|
68,579
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCREASE (DECREASE) IN CASH
|
|
|
(6,941
|
)
|
|
|
(30,781
|
)
|
|
|
1,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AT BEGINNING OF PERIOD
|
|
|
8,469
|
|
|
|
53,683
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
AT END OF PERIOD
|
|
$
|
1,528
|
|
|
$
|
22,902
|
|
|
$
|
1,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for interest
|
|
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Cash
paid for taxes
|
|
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
See
accompanying notes to the condensed unaudited Financial
Statements.
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
NOVEMBER
30, 2009
(STATED
IN U.S. DOLLARS)
NOTE
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND
ORGANIZATION
(A)
Organization
Supatcha
Resources Inc. (an exploration stage company) (the “Company”) was incorporated
under the laws of the State of Nevada on August 21, 2007. The Company is a
natural resource exploration company with an objective of acquiring, exploring
and if warranted and feasible, developing natural resource
properties.
(B)
Basis of Presentation
The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in The United States of America
and the rules and regulations of the Securities and Exchange Commission for
interim financial information. Accordingly, they do not include all the
information necessary for a comprehensive presentation of financial position and
results of operations.
It is
management's opinion, however that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.
(C)
Use of Estimates
In
preparing financial statements in conformity with generally accepted accounting
principles, management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
(D)
Mineral Property
Pursuant
to ASC 360, , the recoverability of the acquisition costs associated with the
purchase of mineral rights presumes to be insupportable prior to determining the
existence of a commercially minable deposit and have to be expensed. As of
November 30, 2009, the Company had expensed $12,636 related to the mineral
rights acquisition and exploration costs since inception.
(E)
Loss Per Share
Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by ASC 260, “Earnings Per Share.” As of
November 30, 2009 and November 30, 2008, there were no common share equivalents
outstanding.
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
NOVEMBER
30, 2009
(STATED
IN U.S. DOLLARS)
(F)
Foreign Currency Translation
In
accordance with ASC 830 "Foreign Currency Translation", the Company has
determined that its functional currency is the United States
Dollar.
(G)
Business Segments
The
Company operates in one segment and therefore segment information is not
presented.
(H)
Income Taxes
The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“ASC 740”). Under ASC 740,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under ASC 740, the effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
(I)
Cash and Cash Equivalents
Cash and
cash equivalents are highly liquid investments, such as term deposits with major
financial institutions, having a maturity of three months or less at
acquisition, that are readily convertible to contracted amounts of
cash.
NOTE
2 RESTATEMENT
On
February 2, 2010, the Company determined that it had not properly accounted for
various operating expenses and the related liabilities, subsequent event
transactions with related parties, and failed to have its November 30, 2009
financial statements reviewed by its independent public accountant, due to a
prior management change and corporate transition. As a result of these
adjustments, the Company was required to restate its financial statements and
amend its 10Q for the period ended November 30, 2009.
The
following table sets forth the effects of the restatement to certain line items
within the Company's previously reported balance sheet:
|
|
|
November
30, 2009
|
|
|
|
|
As
Previously
|
|
|
|
|
|
As
|
|
|
|
|
Reported
|
|
|
Adjustments
|
|
|
Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts
Payable
|
|
$
|
9,256
|
|
|
$
|
10,175
|
|
|
$
|
19,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
$
|
15,406
|
|
|
$
|
10,175
|
|
|
$
|
25,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
paid in capital
|
|
$
|
59,229
|
|
|
$
|
1,910
|
|
|
$
|
61,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
deficit during the exploration stage
|
|
$
|
(85,307
|
)
|
|
$
|
(12,084
|
)
|
|
$
|
(97,392
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Stockholder's Equity (Deficiency)
|
|
$
|
(13,878)
|
|
|
$
|
(10,175
|
)
|
|
$
|
(24,053
|
)
|
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
NOVEMBER
30, 2009
(STATED
IN U.S. DOLLARS)
The
following table sets forth the effects of the restatement to certain line items
within the Company’s previously reported statement of operations:
|
|
|
For
the Three Months
Ended
November 30, 2009
|
|
|
For
the Nine Months
Ended
November 30, 2009
|
|
|
|
|
As
|
|
|
|
|
|
|
|
|
As
|
|
|
|
|
|
|
|
|
|
|
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
|
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Operating Expenses
|
|
$
|
390
|
|
|
$
|
12,085
|
|
|
$
|
12,475
|
|
|
$
|
20,028
|
|
|
$
|
12,085
|
|
|
$
|
32,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss From Operations
|
|
$
|
(390
|
)
|
|
$
|
(12,085
|
)
|
|
$
|
(12,475
|
)
|
|
$
|
(20,028
|
)
|
|
$
|
(12,085
|
)
|
|
|
(32,113
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(390
|
)
|
|
$
|
(12,085
|
)
|
|
$
|
(12,475
|
)
|
|
|
(20,028
|
)
|
|
$
|
(12,085
|
)
|
|
$
|
(32,113
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss –
Basic
and Diluted
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
$
|
(0.00
|
)
|
|
|
|
For
the Period from
|
|
|
|
|
August
21, 2007 (Inception)
|
|
|
|
|
to
November 30, 2009
|
|
|
|
|
As
|
|
|
|
|
|
|
|
|
|
|
Previously
Reported
|
|
|
Adjustments
|
|
|
As
Restated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Operating Expenses
|
|
$
|
85,307
|
|
|
$
|
12,085
|
|
|
$
|
97,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss From Operations
|
|
$
|
(85,307
|
)
|
|
$
|
(12,085
|
)
|
|
$
|
(97,392
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(85,307
|
)
|
|
$
|
(12,085
|
)
|
|
$
|
(97,392
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss –
Basic
and Diluted
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
$
|
(0.00
|
)
|
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
NOVEMBER
30, 2009
(STATED
IN U.S. DOLLARS)
NOTE
3 MINERAL
PROPERTY
Bonanza
Property
Pursuant
to a mineral property purchase and sale agreement dated October 22, 2007, the
Company acquired a 100% interest in the 9 Units Mineral Claim, known as the
Bonanza Mineral Claim, located in the Greenwood Mining Division of British
Columbia, Canada, for a purchase price of $6,500. As of November 30, 2009, the
Company incurred $12,636 of exploration expenditures since inception. Pursuant
to ASC 360, the recoverability of the acquisition costs associated with the
purchase of mineral rights presumes to be insupportable prior to determining the
existence of a commercially minable deposit and have to be
expensed.
NOTE
4 STOCKHOLDERS’
EQUITY (DEFICIENCY)
On
October 15, 2007, the Company issued 6,500,000 shares of common stock at par
value to its founders for cash of $6,500 ($0.001 par value per
share).
On
December 12, 2007, the Company issued 5,700,000 shares of common stock for cash
of $57,000. The discount of $1,071 on sale of shares was recognized due to
currency rate fluctuations.
As of
November 30, 2009, the Company’s President contributed rent, administrative
expenses and interest expense with a fair value of $10,910 to the Company since
inception (See Note 5).
NOTE
5 RELATED
PARTY
As of
November 30, 2009, the Company’s President paid expenditures of $1,150 on behalf
of the Company since inception. This amount is unsecured, bears no interest and
is due on demand.
As of
November 30, 2009, the Company’s President contributed rent, administrative
expenses and interest expense with a fair value of $10,910 to the Company since
inception (See Note 4).
During
the nine months ended November 30, 2009 the Company’s President loaned the
Company $5,000. This amount is unsecured, bears no interest and is due on
demand.
NOTE
6 CONCENTRATION
OF CREDIT RISK
Cash
includes deposits at Canadian financial institutions in US currency which is not
covered by either the US FDIC limits or the Canadian CDI limits and therefore
the entire cash balance of $1,528 is uninsured. The company has placed its cash
in a high credit quality financial institution.
SUPATCHA
RESOURCES INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO CONDENSED UNAUDITED FINANCIAL STATEMENTS
NOVEMBER
30, 2009
(STATED
IN U.S. DOLLARS)
NOTE
7 GOING
CONCERN
The
accompanying financial statements included herein have been prepared in
conformity with generally accepted accounting principles, which contemplate
continuation of the Company as a going concern. The Company has accumulated a
deficit of $97,392 and has used cash from operations of $67,051 since inception,
has yet to achieve profitable operations and further losses are anticipated in
the development of its business, raising substantial doubt about the Company’s
ability to continue as a going concern. Its ability to continue as a going
concern is dependent upon the ability of the Company to generate profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. These financial statements do not include any adjustments to
the amounts and classification of assets and liabilities that may be necessary
should the Company be unable to continue as a going concern. The Company
anticipates that additional funding will be in the form of equity financing from
the sale of common stock. The Company may also seek to obtain short-term loans
from the directors of the Company. There are no current arrangements in place
for equity funding or short-term loans. There can be no assurance that the
Company will be successful in obtaining such financing, or that it will attain
positive cash flow from operations.
NOTE
8 SUBSEQUENT
EVENTS
In
preparing these financial statements, the Company has evaluated events and
transactions for potential recognition or disclosure through February 11, 2010,
the date the financial statements were issued.
Effective
December 9, 2009, there were changes to the management of the Company as
follows:
Donald
Axent resigned as president, chief executive officer and director, William
Kosoris resigned as secretary and director, Brian Matson resigned as chief
financial officer, treasurer and director. Steve Talley, Nikolae
Yagodka and Andrei B. Yasinskij were appointed directors of the
company. In addition, Steve Talley was appointed president and
Nikolae Yagodka was appointed secretary and treasurer.
During
the month of December, 2009, the President of the Company loaned the Company
$12,000 to pay for operating expenses. This loan is unsecured,
non-interest bearing and is due on demand.
During
the month of December, 2009, $1,528 was repaid to a due related party
advance.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward
Looking Information and Cautionary Statements
When used
in this report on Form 10-Q, the words "may," "will," "expect," "anticipate,"
"continue," "estimate," "project," "intend," and similar expressions are
intended to identify forward-looking regarding events, conditions, and financial
trends that may affect the Company's future plans of operations, business
strategy, operating results, and financial position. Persons reviewing this
report are cautioned that any forward-looking statements are not guarantees of
future performance and are subject to risks and uncertainties and those actual
results may differ materially from those included within the forward-looking
statements as a result of various factors.
Condition
and Results of Operation, and also include general economic factors and
conditions that may directly or indirectly impact the Company's financial
condition or results of operations.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance,
or achievements. Moreover, we do not assume responsibility for the accuracy and
completeness of such forward-looking statements. We are under no duty to update
any of the forward-looking statements after the date of this report to conform
such statements to actual results.
Plan
of Operation
We are an
exploration stage company. We have not yet started operations or generated or
realized any revenues from our business operations.
Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months unless we obtain additional capital to cover our financial
obligations. This is because we have not generated any revenues and no revenues
are anticipated until we identify minerals worthy of exploration and begin
removing and selling such minerals. Accordingly, we must raise cash from sources
other than the sale of minerals found on the property. Our only other sources
for cash at this time are loans from related parties and additional sales of
common stock. Our success or failure will be determined by what additional
financing we obtain and what we find under the ground.
If we
find mineralized material and it is economically feasible to remove the
mineralized material, we will attempt to raise additional money through a
subsequent private placement, public offering or through loans. If we do not
have enough money to complete our exploration of the property, we will have to
find alternative sources, like a second public offering, a private placement of
securities, or loans from our officers or others.
Our
officers and directors are unwilling to make any commitment to loan us any money
except to cover expenses relating to reclamation if materialized material is not
found at this time. At the present time, we have not made any arrangements to
raise additional cash. If we need additional cash and can't raise it, we will
either have to suspend activities until we do raise the cash, or cease
activities entirely. Other than as described in this paragraph, we have no other
financing plans.
We own a
100% interest in one mineral claim. Even if we complete our current exploration
program and it is successful in identifying a mineral deposit, we will have to
spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit, a
reserve.
We will
be conducting research in the form of exploration of the property. Our
exploration program is explained in as much detail as possible in the business
section of this prospectus. We are not going to buy or sell any plant or
significant equipment during the next twelve months. We will not buy any
equipment until have located a reserve and we have determined it is economical
to extract the minerals from the land.
We do not
intend to interest other companies in the property if we find mineralized
materials. We intend to try to develop the reserves ourselves.
If we are
unable to complete any phase of exploration because we don’t have enough money,
we will cease activities until we raise more money. If we can’t or don’t raise
more money, we will cease activities. If we cease activities, we don’t know what
we will do and we don’t have any plans to do anything.
We do not
intend to hire additional employees at this time. All of the work on the
property will be conduct by unaffiliated independent contractors that we will
hire. The independent contractors will be responsible for surveying, geology,
engineering, exploration, and excavation. The geologists will evaluate the
information derived from the exploration and excavation and the engineers will
advise us on the economic feasibility of removing the mineralized
material.
Limited
Operating History; Need for Additional Capital
There is
no historical financial information about us upon which to base an evaluation of
our performance. We are an exploration stage corporation and have not generated
any revenues from activities. We cannot guarantee we will be successful in our
business activities. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our properties, and possible cost overruns
due to price and cost increases in services.
To become
profitable and competitive, we conduct research and exploration of our
properties before we start production of any minerals we may find. We are
seeking equity financing to provide for the capital required to implement our
research and exploration phases.
We have
no assurance that future financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
RESULTS
OF OPERATIONS
Results
from Operations for the three and nine months ended November 30,
2009.
As of
November 30, 2009 the Company had total assets of $1,528 consisting of only
cash. This represents the Company’s present and only source of
liquidity.
The
Company’s liabilities at November 30, 2009 totaled $25,581 consisting of $19,431
in accounts payables and accrued liabilities and $6,150 due to related
party.
For the
three month period ending November 30, 2009 the Company generated no revenues
and has incurred operating expenses of $12,475 consisting of $5,175 in
accounting and audit fees, $1,945 in general and administrative expenses, $354
in listing and filing fees and $5,000 in legal fees.
For the
nine month period ending November 30, 2009 the company generated no revenues and
has incurred operating expenses of $32,113 consisting of $16,920 in accounting
and auditing fees, $1,300 in exploration costs and expenses, $ 5,048 in general
and administrative expenses, $1,345 in listing and filing fees and 7,500 in
legal fees.
Liquidity
and Capital Resources
As of
November 30, 2009, our total assets were $1,528 and our total liabilities were
$25,581. Cash is the company’s sole asset and resource. As a result, the
independent auditors of the Company have expressed substantial doubt about the
Company’s ability to continue as a going concern.
Our
present sources of cash are not adequate to support our operation for the next
twelve months. If we are unable to raise sufficient cash to support our
operation for the next twelve months, we will cease our operation as a going
concern.
As of our
year end date of February 28, 2009, our total assets were $8,469 and our total
liabilities were $5,319.
CRITICAL
ACCOUNTING POLICIES
The
Company has identified the policies outlined below as critical to our business
operations and an understanding of our results of operations. The list is not
intended to be a comprehensive list of all of our accounting policies. In many
cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with
no need for management's judgment in their application. The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis or Plan of Operations
where such policies affect our reported and expected financial results. For a
detailed discussion on the application of these and other accounting policies,
see the Notes to the November 30, 2009 Financial Statements. Note that our
preparation of the financial statements requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ
from those estimates.
Use
of Estimates
The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities at the
date of the financial statements and revenues and expenses during the period
reported. By their nature, these estimates are subject to measurement
uncertainty and the effect on the financial statements of changes in such
estimates in future periods could be significant. Significant areas requiring
management’s estimates and assumptions are determining the fair value of
transactions involving common stock, valuation and impairment losses on mineral
property acquisitions and valuation of stock-based compensation.
Cash
and Cash Equivalents
Cash and
cash equivalents are highly liquid investments, such as term deposits with major
financial institutions, having a maturity of three months or less at
acquisition, that are readily convertible to contracted amounts of
cash.
Mineral
Property
Pursuant
to ASC 360, the recoverability of the acquisition costs associated with the
purchase of mineral rights presumes to be insupportable prior to determining the
existence of a commercially minable deposit and have to be expensed. As of
November 30, 2009, the Company had expensed $12,636 related to the mineral
rights acquisition and exploration costs since inception.
Loss
Per Share
Basic and
diluted net loss per common share is computed based upon the weighted average
common shares outstanding as defined by ASC 260, “Earnings Per Share.” As of
November 30, 2009 and November 30, 2008, there were no common share equivalents
outstanding.
Income
Taxes
The
Company accounts for income taxes under ASC 740, “Accounting for Income Taxes”
Under ASC 740, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under ASC 740, the effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
Foreign
Currency Translation
In
accordance with ASC 830 "Foreign Currency Translation", the Company has
determined that its functional currency is the United States
Dollar.
Business
Segments
The
Company operates in one segment and therefore segment information is not
presented.
Off
-Balance Sheet Arguments
We have
no off-balance sheet arguments.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk
Not
required for Smaller Reporting Companies.
Item
4T. Controls and Procedures
a)
Evaluation of Disclosure
Controls.
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of
1934 (“Exchange Act”), the Company carried out an evaluation, with the
participation of the Company’s management, including the Company’s Chief
Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s
principal financial and accounting officer), of the effectiveness of the
Company’s disclosure controls and procedures (as defined under Rule 13a-15(e)
under the Exchange Act) as of the end of the period covered by this report.
Based upon that evaluation, the Company’s CEO and CFO concluded that the Company
needed to change its disclosure controls and procedures to ensure that
information required to be disclosed by the Company in the reports that the
Company files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms, and that such information is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate, to
allow timely decisions regarding required disclosure.
(b)
Changes in internal control over
financial reporting.
Subsequent to the Company’s review of its
internal controls, there have been communication protocols, report preparation
event schedules and reviews procedures established for the Company’s financial
and corporate management to engage effectively with the Company’s independent
auditor, well in advance of future financial reporting deadlines.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
Item
1A. Risk Factors.
None.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a)
Exhibits
|
31.1
|
Section
302 Certification - CEO
|
|
|
|
|
31.2
|
Section
302 Certification - CFO
|
|
|
|
|
32.1
|
Section
906 Certification - CEO
|
|
|
|
|
32.2
|
Section
906 Certification - CFO
|
(b)
Reports of Form 8-K
On
December 21, 2009, the Company filed on Form 8-K, under Item 5.02, Departure of
Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers.
On
February 4, 2010, the Company filed on Form 8-K, under Item 4.02, Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
SUPATCHA
RESOURCES INC.
|
|
|
|
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Date: February
13, 2010
|
By:
|
/s/
STEVE
TALLEY
|
|
|
|
Steve
Talley
|
|
|
|
President,
Principal Executive
|
|
|
|
Officer
and Director
|
|
|
|
|
|
By:
|
/s
/ NIKOLAE
YAGODKA
|
|
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|
Nikolae
Yagodka
|
|
|
|
Secretary,
Treasurer, Principal Financial
|
|
|
|
Officer,
Principal Accounting
|
|
|
|
Officer
and Director
|
Supatcha Resources (CE) (USOTC:SAEI)
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