Attached files
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EX-32 - CERTIFICATE - ARTVENTIVE MEDICAL GROUP, INC. | exhibit32upls93009.htm |
EX-31 - CERTIFICATE - ARTVENTIVE MEDICAL GROUP, INC. | exhibit31upls093009.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
FORM 10-Q
(Mark One)
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____ to ____
Commission File No. 333-144226
URANIUM PLUS RESOURCE CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
26-0148468
(State or other jurisdiction
(IRS Employer
of incorporation or organization)
Identification No.)
Suite 112 A 17624 15th Avenue, Mill Creek, Washington, 98012
(Address of principal executive offices)
(206) 963-4519
(Registrants telephone number)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
[ ]
No
[ ] Not Required
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 the 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
[ ]
Smaller reporting company
[ X ]
1
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ]
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:
As of October 31, 2009, there were 12,988,000 shares of the Companys common stock issued and outstanding.
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
Uranium Plus Resource Corporation
(An Exploration Stage Company)
Financial Statements
(Unaudited)
3
Uranium Plus Resource Corporation
(An Exploration Stage Company)
Index to Financial Statements
For the period from January 23, 2007 to September 30, 2009
Page(s)
Balance Sheets as of September 30, 2009 (Unaudited) and December 31, 2008
5
(Unaudited) Statements of Operations for the three and nine month periods ended September 30, 2009
and 2008 and for the period from January 23, 2007 to September 30, 2009
6
(Unaudited) Statements of Cash Flows for the nine-month periods ended September 30, 2009
and September 30, 2008 and for the period from January 23, 2007 (Inception) to September 30, 2009
7
Notes to the Financial Statements (unaudited)
8-10
4
Uranium Plus Resource Corporation
(An Exploration Stage Company)
Balance Sheets
|
|
September 30, |
|
|
December 31, |
|
|
2009 |
|
|
2008 |
ASSETS |
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
Cash and cash equivalents |
$ |
66,441 |
|
$ |
93,139 |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
$ |
66,441 |
|
$ |
93,139 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS DEFICIT |
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
Accounts payable |
$ |
1,274 |
|
$ |
8,124 |
Convertible note payable |
|
150,000 |
|
|
150,000 |
Total current liabilities |
|
151,274 |
|
|
158,124 |
|
|
|
|
|
|
Total liabilities |
|
151,274 |
|
|
158,124 |
|
|
|
|
|
|
Stockholders Deficit |
|
|
|
|
|
Common stock, par value $.001, 100,000,000 shares |
|
|
|
|
|
authorized. 12,988,000 shares issued and outstanding |
|
12,988 |
|
|
12,988 |
Additional paid in capital |
|
97,915 |
|
|
97,915 |
Deficit accumulated during the exploration stage |
|
(195,736) |
|
|
(176,268) |
Accumulated other comprehensive income |
|
- |
|
|
380 |
Total stockholders deficit |
|
(84,833) |
|
|
(64,985) |
|
|
|
|
|
|
Total liabilities and stockholders deficit |
$ |
66,441 |
|
$ |
93,139 |
See accompanying notes to the unaudited financial statements.
5
Uranium Plus Resource Corporation
(An Exploration Stage Company)
Statements of Operations and Comprehensive Loss (Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the period |
|
|
For the three |
|
|
For the three |
|
|
For the nine-month |
|
|
For the nine-month |
|
|
from January 23, |
|
|
month period ended |
|
|
month period ended |
|
|
period ended |
|
|
period ended |
|
|
2007 (Inception) to |
|
|
September 30, 2009 |
|
|
September 30, 2008 |
|
|
September 30, 2009 |
|
|
September 30, 2008 |
|
|
September 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues: |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration costs |
|
- |
|
|
- |
|
|
- |
|
|
20,533 |
|
|
45,533 |
Selling, general and administrative |
|
5,384 |
|
|
16,753 |
|
|
19,468 |
|
|
48,909 |
|
|
149,687 |
Depreciation expense |
|
- |
|
|
- |
|
|
- |
|
|
102 |
|
|
516 |
Operating loss before other items and income tax |
|
(5,384) |
|
|
(16,753) |
|
|
(19,468) |
|
|
(69,544) |
|
|
(195,736) |
Income tax expense (benefit) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss available to common stockholders |
$ |
(5,384) |
|
$ |
(16,753) |
|
|
(19,468) |
|
|
(69,544) |
|
|
(195,736) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
- |
|
|
- |
|
|
(380) |
|
|
(75) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the period |
$ |
(5,384) |
|
$ |
(16,753) |
|
$ |
(19,848) |
|
$ |
(69,619) |
|
$ |
(195,736) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per common share |
$ |
(.00) |
|
$ |
(.00) |
|
$ |
(.00) |
|
$ |
(.00) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding |
|
12,988,000 |
|
|
12,988,000 |
|
|
12,988,000 |
|
|
12,988,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the unaudited financial statements.
6
Uranium Plus Resource Corporation
(An Exploration Stage Company)
Statement of Cash Flows (Unaudited)
|
|
For the nine-month |
|
|
For the nine-month |
|
|
For the period |
|
|
period ended |
|
|
period ended |
|
|
from January 23, |
|
|
September 30, 2009 |
|
|
September 30, 2008 |
|
|
2007 (Inception) to |
|
|
|
|
|
|
|
|
September 30, 2009 |
|
|
|
|
|
|
|
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
$ |
(19,468) |
|
$ |
(69,544) |
|
$ |
(195,736) |
Adjustments to reconcile net loss to |
|
|
|
|
|
|
|
|
net cash used in operating activities: |
|
|
|
|
|
|
|
|
Non-cash expenses |
|
- |
|
|
610 |
|
|
99,805 |
Depreciation expense |
|
- |
|
|
102 |
|
|
516 |
Prepaid expenses |
|
- |
|
|
1,224 |
|
|
745 |
Accounts payable |
|
(6,850) |
|
|
14,400 |
|
|
1,274 |
Accounts payable related party |
|
- |
|
|
9,000 |
|
|
- |
Net cash used in operating activities |
|
(26,318) |
|
|
(44,208) |
|
|
(93,396) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
- |
|
|
745 |
|
|
(1,243) |
Net cash provided by (used in) investing activities |
|
- |
|
|
745 |
|
|
(1,243) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Issuance of common stock for cash |
|
- |
|
|
- |
|
|
11,080 |
Loan payable |
|
- |
|
|
150,000 |
|
|
150,000 |
Net cash provided by financing activities |
|
- |
|
|
150,000 |
|
|
161,080 |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
(26,318) |
|
|
106,537 |
|
|
66,441 |
Effect of exchange rate changes on cash |
|
(380) |
|
|
(64) |
|
|
- |
|
|
|
|
|
|
|
|
|
Cash at beginning of period |
$ |
93,139 |
|
$ |
1,579 |
|
$ |
- |
Cash at end of period |
$ |
66,441 |
|
$ |
108,052 |
|
$ |
66,441 |
See accompanying notes to the unaudited financial statements.
7
Uranium Plus Resource Corporation
(An Exploration Stage Company)
Notes to the Financial Statements (Unaudited)
1.
BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's audited financial statements and notes thereto included in its Form 10-K filed on March 31, 2009. Operating results for the nine months ended September 30, 2009 are not necessarily indicative of the results to be expected for the fiscal year ended December 31, 2009.
2. ORGANIZATION
Uranium Plus Resource Corporation (the Company) was incorporated on January 23, 2007 in the State of Nevada, U.S.A., as Big Bear Resources, Inc. Its name was changed to Uranium Plus Resource Corporation on March 21, 2008. Its operations are primarily based in Vancouver, British Columbia, Canada. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Companys fiscal year end is December 31.
The Company is an exploration stage company that engages primarily in the acquisition, exploration and development of resource properties. The Company has acquired a 100 percent interest in a mineral claim located in the Slocan Mining Division in the Province of British Columbia, Canada. The Company is currently conducting mineral exploration activities on the mineral claim in order to assess whether it possesses commercially exploitable reserves of silver, gold, lead or zinc. To date, the Companys activities have been limited to its formation, minimal operations and the raising of equity capital.
3. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of the Companys financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Companys periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
FOREIGN CURRENCY TRANSLATIONS
The Companys functional and reporting currency is the US dollar. All transactions initiated in other currencies are translated into US dollars using the exchange rate prevailing on the date of transaction. Monetary assets and liabilities denominated in foreign currencies are translated into the US dollar at the rate of exchange in effect at the balance sheet date. Unrealized exchange gains and losses arising from such transactions are deferred until realization and are included as a separate component of stockholders equity (deficit) as a component of other comprehensive income or loss. Upon realization, the amount deferred is recognized in income in the period when it is realized. To date, such gains or losses have been insignificant.
8
Uranium Plus Resource Corporation
(An Exploration Stage Company)
Notes to the Financial Statements (Unaudited)
4. RELATED PARTY TRANSACTIONS
A $3,000 per month salary to the President of the company had been accrued for a total of $39,000 to March 31, 2008. Effective May 4, 2008, the full balance of the accrual was forgiven. The related expense was charged to selling, general and administrative expenses; $30,000 to December 31, 2008 and $9,000 to March 31, 2008. The forgiveness of debt has been recorded as an increase in additional paid in capital as of December 31, 2008.
5. CONVERTIBLE NOTE PAYABLE
The Company borrowed $150,000 pursuant to an agreement dated April 29, 2008. The loan is payable on demand by the Lender. The Lender has the option to convert the loan into common shares of the Company at a rate of 1 common share for each $1 borrowed (150,000 common shares).
In the event repayment is demanded and the Company defaults, interest at a rate of 8% per annum shall be charged from the date of demand.
All funds are in US dollars.
6. SHARE CAPITAL
Effective April 22, 2008, the Company forward-split its issued capital stock on a ratio of 5.8 shares for each one old share. As a result of this transaction, 11,078,000 shares were issued.
|
Shares |
Par Value |
December 31, 2008 |
1,910,000 |
$ 1,910 |
Issued as a result of forward-split |
11,078,000 |
11,078 |
September 30, 2009 |
12,988,000 |
$ 12,988 |
Consideration for the issue of additional shares has been charged against additional paid in capital.
7. GOING CONCERN AND LIQUIDITY CONSIDERATIONS
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2009, the Company has a negative working capital balance of $84,833 and an accumulated deficit of $195,736. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.
The ability of the Company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, explore and develop the mineral properties and the discovery, development and sale of mineral reserves.
In response to these challenges, management intends to raise additional funds through public or private placement offerings.
These factors, among others, raise substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
9
Uranium Plus Resource Corporation
(An Exploration Stage Company)
Notes to the Financial Statements (Unaudited)
8. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2009 the FASB established the Accounting Standards Codification ("Codification" or "ASC") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). Rules and interpretive releases of the Securities and Exchange Commission ("SEC") issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.
Statement of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic 855),
"Subsequent Events", SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.
Accounting Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software Elements, and various other ASU's No. 2009-2 through ASU No. 2009-15 which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.
10
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Uranium Plus Resource Corporation (UPLS or the Company), is a Nevada Corporation trading on the OTC-BB (symbol UPLS). On March 21, 2008, the Company changed its name from Big Bear Resources Inc. to Uranium Plus Resource Corporation.
Prior to March 2008, the Company had acquired an option to acquire a 100% interest in a mineral claim located in the Slocan Mining Division in the Province of British Columbia, Canada (the Big Bear mineral claim). The business plan called for the Company to proceed with the exploration of the Big Bear mineral claim to determine if it contained commercially exploitable reserves of silver, gold, lead or zinc. Following careful review, the Company decided to instead pursue a molybdenum and gold property, in addition to two uranium properties located in Peru.
Management entered into a consulting agreement with Dr. Allan P. Juhas Ph.D., an Economic Geologist residing in the USA, with extensive experience in international property evaluation and mineral exploration. Dr. Juhas and his team traveled to Peru and visited two of the Companys proposed properties. The Manantiel molybdenum prospect is located in the Shiran district of the Otuzco municipality of La Libertad, west-central Peru. The 10 square kilometers property was inspected for various igneous, sedimentary and contact metamorphic rock types. Samples of representative mineralization were collected and delivered to the Lima sample preparation facility of ACME Laboratories. Although the deposits of commercial grade and size occurred in the area, it was determined that any further work would require more land to develop the potential resources in the area. Following receipt of the geological reports and sample analysis, management has decided not to move forward with the further exploration of this property.
Dr. Juhas and his team also evaluated another proposed acquisition, the El Zorro gold prospect consisting of 600 hectares and located 156 kilometers north east of Trujillo, Peru. They found that the geology consisted of tertiary continental volcanic rocks that were cut by mafic (basaltic) dikes and sparse pinching and swelling anastomosing quartz veinlets. Some of the clasts contained quartz grains that implied a dacite composition. Samples of representative mineralization were collected and delivered to the Lima sample preparation facility of ACME Laboratories. Following receipt of the geological report from Dr. Juhas and subsequent sample analysis, management also decided not to move forward with the further exploration of this property.
The Company previously evaluated property north of Lima, Peru, and an additional property in the Province of Corongo. However, the Company decided not to pursue an acquisition of either property at this time. The Company continues its expressed interest in the acquisition of mining concessions in Peru and abroad.
The are no assurances that the Company will elect to proceed with the purchases and development of such properties. If the Company does elect to proceed, there are no assurances
11
that we will be able to raise sufficient capital to complete the purchase or begin mining operations on either.
To date, the Companys activities have been limited to its formation, mineral operations, the raising of equity capital and exploring other international business opportunities.
For the three and nine months ended September 30, 2009, the Company incurred continuing general and administrative costs of $5,384 and $19,468. This represents a decrease in general and administrative costs of $16,753 and $48,909 for the same periods in the prior year. This decrease is due to a reduction in consultant fees and international travel expenses during 2009.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Not required by smaller reporting companies.
Item 4T. Controls and Procedures
As of the end of the period covered by this report, UPLS carried out an evaluation of the effectiveness of the Companys disclosure controls and procedures (as defined by Rule 13-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of Uranium Pluss Chief Executive Officer and Chief Financial Officer. Based on and as of the date of such evaluation, the aforementioned officers have concluded that Uranium Pluss disclosure controls and procedures were effective.
UPLS also maintains a system of internal accounting controls that is designed to provide assurance that assets are safeguarded and that transactions are executed in accordance with managements authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness.
There were no significant changes in Uranium Pluss internal controls or in other factors that could significantly affect these controls during the quarter ended September 30, 2009. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken. It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
12
PART II INFORMATION
Item 1. Legal Proceedings
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
Exhibit No. |
Document |
Location |
31 |
Rule 13a-41(a)/15d-14(a) Certifications |
Included |
32 |
Section 1350 Certifications |
Included |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
URANIUM PLUS RESOURCE CORP.
November 9, 2009
/s/ H. James Graham
H. JAMES GRAHAM
President and Chief Executive Officer
13