Attached files
file | filename |
---|---|
EX-32 - Panex Resources Inc. | exhibit32.htm |
EX-31 - Panex Resources Inc. | exhibit31.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[
X ]
|
QUARTERLY
REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period
ended November 30,
2008
[ ]
|
TRANSITION
REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period from________________to________________
Commission
file number 000-51707
DE
BEIRA GOLDFIELDS INC.
|
(Exact
name of small business issuer as specified in its
charter)
|
Incorporated in the State of
Nevada
|
00-0000000
|
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
30 Ledgar Road, Balcatta, Western Australia,
6021
|
|
(Address
of principal executive offices)
|
|
011-61-89-240-2836
|
|
(Issuer’s telephone number) | |
n/a
|
|
(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 Securities Exchange Act of 1934 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 (§ 232.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). [ ]
Yes [ ] 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
definition of “accelerated filer”, “large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Larger
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).
[ X
] Yes [ ]
No
Page
- 1
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date.
Class
|
Outstanding at November 10,
2009
|
Common
Stock - $0.001 par value
|
66,046,785
|
Transitional
Small Business Disclosure Format (Check one): Yes [ ] No [
X ]
Page
- 2
PART
I – FINANCIAL INFORMATION
Pursuant
to Regulation 13A Reports of issuers of securities registered pursuant to
section 12, Reg. §240.13a-13 ( c ) (2) (i) & (ii), the Company
need not file Part 1 Financial Information for the following
reasons:
·
|
The
registrant is not in the production stage but is engaged primarily in the
exploration for the development of mineral deposits other than oil, gas or
coal; and
|
·
|
The
registrant has not been in production during the current fiscal year or
the two years immediately prior thereto;
and
|
·
|
The
registrant has not received any receipts from the sale of mineral products
or from the operations of mineral producing properties since it does not
sell mineral products nor conduct operations of mineral producing
properties.
|
Page
- 3
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings.
De Beira
is not a party to any pending legal proceedings and, to the best of De Beira’s
knowledge, none of De Beira’s assets are the subject of any pending legal
proceedings.
Item
1A. Risk Factors
Smaller
reporting companies are not required to provide the information required by this
item.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
During
the quarter of the fiscal year covered by this report, (i) De Beira did not
modify the instruments defining the rights of its shareholders, (ii) no rights
of any shareholders were limited or qualified by any other class of securities,
and (iii) De Beira did not sell any unregistered equity securities.
Item
3. Defaults Upon Senior Securities.
During
the quarter of the fiscal year covered by this report, no material default has
occurred with respect to any indebtedness of De Beira. Also, during
this quarter, no material arrearage in the payment of dividends has
occurred.
Item
4. Submission of Matters to a Vote of Security Holders.
No matter
was submitted to a vote of security holders through the solicitation of proxies
or otherwise, during the third quarter of the fiscal year covered by this
report.
Item
5. Other Information.
During
the quarter of the fiscal year covered by this report, De Beira reported all
information that was required to be disclosed in a report on Form
8-K.
Page
- 4
Item
6. Exhibits.
(a)
|
Index
to and Description of Exhibits
|
All
Exhibits required to be filed with the Form 10-Q are incorporated by reference
to De Beira’s previous filings.
Exhibit
|
Description
|
Status
|
3.1
|
Articles
of Incorporation of De Beira Goldfields Inc. filed as an Exhibit to De
Beira’s Form SB-2 (Registration Statement) filed on December 12, 2005 and
incorporated herein by reference.
|
Filed
|
3.2
|
By-Laws
of De Beira Goldfields Inc. filed as an Exhibit to De Beira’s Form SB-2
(Registration Statement) filed on December 12, 2005 and incorporated
herein by reference.
|
Filed
|
10.1
|
Management
Agreement dated April 19, 2006 between De Beira Goldfields Inc. and Reg
Gillard, filed as Exhibit 10.2 to De Beira’s Form 8-K (Current Report)
filed on May 10, 2006 and incorporated herein by
reference.
|
Filed
|
10.2
|
Letter
of Understanding dated May 6, 2006 among De Beira Goldfields Inc.,
Goldplata Corporation Limited, Goldplata Resources Inc, and Goldplata
Resources, Sucursal-Columbia, filed as an Exhibit to De Beira’s Form 8-K
(Current Report) filed on May 25, 2006 and incorporated herein by
reference.
|
Filed
|
10.3
|
Letter
Agreement dated June 15, 2006 between De Beira Goldfields Inc. and Emco
Corporation, filed as an Exhibit to De Beira’s Form 8-K (Current Report)
filed on June 29, 2006 and incorporated herein by
reference.
|
Filed
|
10.4
|
Share
Sale Agreement dated July 10, 2006, between De Beira Goldfields Inc. and
Emco Corporation Inc. S.A., filed as an Exhibit to De Beira’s Form 8-K
(Current Report) filed on July 17, 2006, and incorporated herein by
reference.
|
Filed
|
10.5
|
Heads
of Agreement dated July 26, 2007 among De Beira Goldfields Inc., Goldplata
Resources Peru S.A.C., Goldplata Resources Inc., Golplata Resources
Sucursal-Colombia, Goldplata Corporation Limited, and Goldplata Mining
International Corporation, filed as an Exhibit to De Beira’s Form 10-K
(Annual Report) filed on July 28, 2009 and incorporated herein by
reference.
|
Filed
|
10.6
|
Letter
Agreement dated December 6, 2007 among De Beira Goldfields Inc., Emco
Corporation Inc. S.A. and Minanca Minera Nanguipa, Compania Anonima, filed
as an Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28,
2009 and incorporated herein by reference.
|
Filed
|
10.7
|
Deed
dated January 11, 2008 among De Beira Goldfields Inc., Windy Knob
Resources Limited, Goldplata Mining International Corporation, Goldplata
Resources Inc., and Golplata Resources Sucursal-Colombia, filed as an
Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28, 2009 and
incorporated herein by reference.
|
Filed
|
14.1
|
Financial
Code of Ethics filed as an Exhibit to De Beira’s Form SB-2 (Registration
Statement) filed on December 12, 2005 and incorporated herein by
reference.
|
Filed
|
31
|
Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
Included
|
32
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
Included
|
99.1
|
Disclosure
Committee Charter, filed as an Exhibit to De Beira’s Form 10-K (Annual
Report) filed on July 28, 2009 and incorporated herein by
reference.
|
Filed
|
Page
- 5
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, De
Beira Goldfields Inc. has caused this report to be signed on its behalf by the
undersigned duly authorized person.
DE
BEIRA GOLDFIELDS INC.
Dated: November 10,
2009 By: /s/ Klaus
Eckhof
Name: Klaus Eckhof
Title: President and CEO
(Principal Executive
Officer)
Dated: November 10,
2009 By: /s/
Susmit
Shah
Name: Susmit Shah
Title: CFO
(Principal Financial
Officer)
Page
- 6
Exhibit
31
Page
- 7
DE
BEIRA GOLDFIELDS INC.
CERTIFICATIONS
PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Klaus
Eckhof, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended
November 30, 2008 of De Beira Goldfields Inc.;
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 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, results of operations and cash flows 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: November
10, 2009
/s/ Klaus Eckhof
Klaus
Eckhof
Chief
Executive Officer
Page
- 8
DE
BEIRA GOLDFIELDS INC.
CERTIFICATIONS
PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Susmit
Shah, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended
November 30, 2008 of De Beira Goldfields Inc.;
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 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, results of operations and cash flows of the small business issuer 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 small business
issuer 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 small business issuer, 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)
[Paragraph omitted in accordance with SEC transition instructions contained in
SEC Release 34-47986.];
(c)
Evaluated the effectiveness of the small business issuer’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 small business issuer’s internal
control over financial reporting that occurred during the small business
issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer’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 small
business issuer’s auditors and the audit committee of the small business
issuer’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 small business issuer’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 small business issuer’s internal control over
financial reporting.
Date: November
10, 2009
/s/ Susmit Shah
Susmit
Shah
Chief
Financial Officer
Page
- 9
Exhibit
32
Page
- 10
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 of De Beira Goldfields Inc. (the “Company”)
on Form 10-Q for the period ended November 30, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Klaus Eckhof,
President, Chief Executive Officer of the Company and sole member of the Board
of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002,
that:
|
(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.
|
/s/
Klaus Eckhof
Klaus
Eckhof
Chief
Executive Officer
November
10, 2009
Page
- 11
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 of De Beira Goldfields Inc. (the “Company”)
on Form 10-Q for the period ended November 30, 2008 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Susmit Shah, Chief
Financial Officer, Treasurer, and Corporate Secretary of the Company, certify,
pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:
|
(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.
|
/s/
Susmit Shah
Susmit
Shah
Chief
Financial Officer
November
10, 2009
Page
- 12