Attached files
| file | filename |
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| EX-31.2 - BLACK HAWK EXPLORATION | ex31-2.htm |
| EX-32.1 - BLACK HAWK EXPLORATION | ex32-1.htm |
| EX-31.1 - BLACK HAWK EXPLORATION | ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
(Mark
One)
[X] ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
fiscal year ended August
31, 2009
[ ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from [ ] to
[ ]
Commission
file number 000-51988
|
(Name
of small business issuer in its
charter)
|
|
Nevada
|
Applied
For
|
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
27-0670160
|
|
1174
Manito NW, PO Box 363, Fox Island WA
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98333
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer's
telephone number (253) 973-7135
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class
Nil
|
Name
of each exchange on which registered
Nil
|
Securities
registered pursuant to Section 12(g) of the Act:
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Common
Shares, par value $0.001
|
|
(Title
of class)
|
Check
whether the issuer (1) 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 [ ]
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer “ (Do not check if a smaller reporting
company)
|
Smaller
reporting company X
|
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of a
specified date within 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)
There is
no public trading market for our common shares in the United States or
elsewhere. Based on the last sale price of our shares of $0.70, our aggregate
market value is $40,811,000.
State the
number of shares outstanding of each of the issuer's classes of equity stock, as
of the latest practicable date.
59,201,428
common shares issued and outstanding as of November 24, 2009.
Transitional
Small Business Disclosure Format (Check one): Yes
[ ]; No [X].
Check
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). . Yes [ ] No [X ]
This
annual report contains forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. These statements
relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the
risks in the section entitled "Risk Factors", that may cause our company's or
our industry's actual results, levels of activity, performance or achievements
to be materially different from any future results, levels of activity,
performance or achievements expressed or implied by these forward-looking
statements.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
Our
financial statements are stated in United States Dollars (US$) and are prepared
in accordance with United States Generally Accepted Accounting
Principles.
In this
annual report, unless otherwise specified, all dollar amounts are expressed in
United States dollars and all references to "common shares" refer to the common
shares in our capital stock.
As used
in this annual report, the terms "we", "us", "our", and "Black Hawk" mean Black
Hawk Exploration Inc., unless otherwise indicated.
Corporate
History
We were
incorporated in the State of Nevada on April 14, 2005. We are engaged
in the acquisition and exploration of mining properties. We maintain
our statutory registered agent's office at 9360 W. Flamingo #110-158
Las Vegas, NV 89147 and our business office is located at 1174 Manitou Dr.,PO
Box 363, Fox Island, WA 98333
Other
than as set out herein, we have not been involved in any bankruptcy,
receivership or similar proceedings, nor have we been a party to any material
reclassification, merger, consolidation or purchase or sale of a significant
amount of assets not in the ordinary course of our business.
Our
Current Business
We are an
exploration stage resource company, and are primarily engaged in the exploration
for and development in the properties in which we have acquired
interests. Black Hawk Exploration is a diversified energy and metals
exploration company focused on identifying and exploring strategic high value
properties and developing new prospective projects globally. Black Hawk
Exploration will establish wholly owned corporate identities in multiple
strategic minerals, high value commodities, and rare earth projects. In August
2009 the Company formed a wholly owned Nevada subsidiary, Blue Lithium Energy
Inc. Blue Lithium Energy will initially acquire, explore and develop a portfolio
of strategic Lithium properties in the United States and Canada.
The area
the Company is currently evaluating has a geologic and topographic setting that
is similar to Clayton Valley. During the mid-to late 1970’s the U.S.
Geological Survey (USGS) evaluated Lithium deposits and resources around the
world. During the course of the program they drilled 22 holes in Nevada
and Arizona. Initial drilling was in Clayton Valley (one of these drill
sites was on Black Hawk claims adjacent to Chemetall Foote) to evaluate the
known continental-brines. USGS holes drilled in the new target
area had 1.3 and 1.7 ppm Lithium in the brines that were intersected
plus 287 and 364 ppm lithium in the sediments. These are within
the range of values that could be indicative for lithium brines in the target
area.
In 2005
we acquired a 100% undivided right, title and interest in and to 3 mineral
claims comprising 942 hectares located 15 kilometers south of the Golden Bear
Mine and 73 km northwest of the town of Telegraph Creek, British Columbia,
Canada. In order to acquire the claims, our former President,
Garrett Ainsworth paid $2,000 to Mr. Peter Burjoski, the vendor of the property,
in an arm's length transaction. On August 21, 2005 we reimbursed Mr. Ainsworth
for the purchase. In addition, on December 19, 2005, our President, Garret
Ainsworth staked an additional 410 hectares of property contiguous with the
Samotua Property. This property is called the Bandit claims. In May 2006
our former President, Garrett Ainsworth staked another approximately
400 hectares of property contiguous with the Bandit claim. In 2008 we
discontinued our pursuit of this property.
On June
15, 2007 we entered into an option agreement with Firestone Ventures to acquire
the Alberta Sun Uranium project.
3
The
Alberta Sun uranium property (covering over 200,000 acres) is characterized by
easy access across southern Alberta rangeland. Results of initial
fieldwork on the project include scintillometer readings of up to 1250 cps
(counts per second), visible alteration, shale beds and abundant hematite and
carbonaceous material within sandstone. Composite grab samples of
isolated organic debris material returned up to 7640 ppm uranium (0.901 U 3 O 8
). Grab rock samples (sandstone) from a separate area 40 km
southeast returned 57 to 150 ppm uranium. Elevated vanadium,
molybdenum, arsenic, and lead values, important indicators of sandstone-hosted
uranium, occur at both areas.
A 2,384
line kilometer electromagnetic and magnetic airborne survey over four priority
areas has been completed. TerraNotes Ltd. of Edmonton is carrying out
initial analysis of the survey to be followed by sophisticated modeling of the
dataset which should delineate high-priority areas for drilling. In,
March 2008 we discontinued our pursuit of this property and terminated the
Alberta Sun option.
On July
13, 2007, we signed a formal option agreement with Perry English (English) for
Rubicon Minerals Corp. pursuant to which we may earn up to a 100% interest in
English’s Sand Lake North project located in Ontario, Canada. Under the terms of
the agreement, we can earn a 100% interest by paying English $44,000 cash
(completed) and issuing 25,000 shares on signing (completed) and paying an
additional $88,000 cash and issuing 75,000 shares and incurring $700,000 in
exploration expenditures over the next two years. English will retain
a 2% net smelter royalty (“NSR”) of which 1% can be purchased by us for
$1,000,000 at any time. In August 2008, we discontinued our
pursuit of the Sand Lake North property. We did not make the annual
payment required to keep the property in good standing under the option
agreement.
In August
2007, we acquired a 100% interest in the Lucky Emma Uranium claims, ("Wyoming
Claims"), located in the recording district of Lander,
Wyoming. Pursuant to an Asset Purchase Agreement between us and Maria
Regina Caeli Management Corp (the “Seller), we paid $20,000 and issued 50,000
shares to the Seller for a 100% interest in the Wyoming Claims. In
August 2008, we discontinued our pursuit of the Wyoming property. We
did not make the annual payment to the State of Nevada in order to keep the
property in good standing.
Effective
November 14, 2007 we entered into a formal option agreement with Perry English
for Rubicon Minerals Corp. and Precambrian Ventures Ltd (collectively the
“Optionor”) pursuant to which we may earn up to a 100% interest in the
Optionor’s NWT project located in the Northwest Territories, Canada. Under the
terms of the agreement, we can earn a 100% interest by paying the Optionor
$86,000 cash (completed) and issuing 50,000 shares on signing (completed) and
paying an additional $95,000 cash and issuing 100,000 shares over the next three
years. The Optionor will retain a 2% net smelter royalty (“NSR”) of
which 1% can be purchased by us for $1,000,000 at any time. In August 2008,
we discontinued our pursuit of the North West Territories
property. We did not make the annual payment required to keep the
property in good standing under the option agreement.
On
September 30, 2009 Black Hawk announced its Clayton Valley, Nevada acquisition.
Black Hawk’s 1,120 acre site is located in the lithium rich Clayton Valley which
is the home of the largest lithium brine production facility in the U.S. The
Chemetall Foote facility has produced in excess of 50 million Kg of lithium to
date and is scaled to produce 1.2 million Kg a year. The American Institute of
Mining estimates the mineral resource of the Clayton Valley to be 750 million Kg
of lithium. The lithium brine deposits are located at depths of a few hundred
meters and can be extracted in an environmentally friendly manner.
Currently
there are no full time or part-time employees of our company (other than our
directors and officer who, at present, have not signed employment or consulting
agreements with us). We do not expect any material changes in the number of
employees over the next 12 month period (although we may enter into employment
or consulting agreements with our officer or directors). We do and will continue
to outsource contract employment as needed. However, if we are successful in our
initial and any subsequent drilling programs we may retain additional
employees.
4
Purchase
or Sale of Equipment
We do not
intend to purchase any significant equipment over the next twelve months ending
August 31, 2010.
Competition
The
Lithium industry is fragmented. We compete with other exploration companies
looking for Lithium. We are one of the smallest exploration companies. We are an
infinitely small participant in the Lithium exploration market. While
we compete with other exploration companies, there is no competition for the
exploration or removal of Lithium from our property. Readily available Lithium
markets exist in Canada and around the world for the sale of Lithium. As the
international demand for battery-powered devices steadily increases, the Global
demand for our potential lithium production will focus the investment
communities spotlight on Black Hawk and its Clayton Valley holdings. The
Chemetall Foote Minerals facility at their Clayton Valley Silver Peak Mine,
located in close proximity to our Blue Lithium Clayton Valley holdings, has been
continually producing lithium utilizing brines from shallow 300 ft to 800 ft
wells for almost 45 years (1965).
Government
Regulations and Supervision
Our
mineral exploration program will be subject to the rules of the Bureau of Land
Management (BLM).
The
submission of Black Hawk’s NLP will describe our ownership, intended exploration
program, planned disturbance, and reclamation plans. The reclamation program for
the NLP requires bonding based on a prescribed BLM formula. The bonding process
will utilize the Nevada Division of Mining Statewide Bonding Pool.
Black
Hawk’s Board of Directors have approved funding for the program submitted by
Black Hawk Exploration’s Geologists and expect the Clayton Valley permitting
process to begin by the end of November, 2009.
Much of
the information included in this current report includes or is based upon
estimates, projections or other "forward looking statements". Such
forward looking statements include any projections or estimates made by us and
our management in connection with our business operations. While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein.
Such
estimates, projections or other "forward looking statements" involve various
risks and uncertainties as outlined below. We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".
Our
common shares are considered speculative during the development of our new
business operations. Prospective investors should consider carefully
the risk factors set out below.
5
W
e need to continue as a going concern if our business is to succeed, if we do
not we will go out of business.
Our
independent accountant's report to our audited financial statements for the
period ended August 31, 2009, indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern.
Such factors identified in the report are our accumulated deficit since
inception, our failure to attain profitable operations and our dependence upon
obtaining adequate financing to pay our liabilities. If we are not able to
continue as a going concern, it is likely investors will lose their
investments.
Because
of the unique difficulties and uncertainties inherent in mineral exploration
ventures, we face a high risk of business failure.
Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. The expenditures to be made by us in the exploration of the mineral
claim may not result in the discovery of mineral deposits. Problems such as
unusual or unexpected formations and other conditions are involved in mineral
exploration and often result in unsuccessful exploration efforts. If the results
of our exploration do not reveal viable commercial mineralization, we may decide
to abandon our claim and acquire new claims for new exploration. The acquisition
of additional claims will be dependent upon us possessing capital resources at
the time in order to purchase such claims. If no funding is available, we may be
forced to abandon our operations.
If
we do not obtain additional financing, our business will fail.
Our
current operating funds are less than necessary to complete all intended
exploration of the property, and therefore we will need to obtain additional
financing in order to complete our business plan. As of August 31, 2009,
we had cash in the amount of $13,000. We currently have minimal operations
and we have no income.
Our
business plan calls for significant expenses in connection with the exploration
of the property. We do not currently have sufficient funds to conduct
initial exploration on the property and require additional financing in order to
determine whether the property contains economic mineralization. We will
also require additional financing if the costs of the exploration of the
property are greater than anticipated .
We will
require additional financing to sustain our business operations if we are not
successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and we can provide no assurance to
investors that we will be able to find such financing if required. Obtaining
additional financing would be subject to a number of factors, including the
market prices for copper, silver and gold, investor acceptance of our property
and general market conditions. These factors may make the timing, amount,
terms or conditions of additional financing unavailable to us.
The most
likely source of future funds presently available to us is through the sale of
equity capital. Any sale of share capital will result in dilution to existing
shareholders. The only other anticipated alternative for the financing of
further exploration would be our sale of a partial interest in the property to a
third party in exchange for cash or exploration expenditures, which is not
presently contemplated.
6
Because
we have commenced limited business operations, we face a high risk of business
failure.
We have
commenced limited exploration on our properties. Accordingly, we have no
way to evaluate the likelihood that our business will be successful. We
were incorporated on April 14, 2005 and have been involved primarily in
organizational activities and the acquisition of our mineral property. We
have not earned any revenues as of the date of this prospectus.
Prior to
completion of our exploration stage, we anticipate that we will incur increased
operating expenses without realizing any revenues. We therefore expect to
incur significant losses into the foreseeable future. We recognize that if
we are unable to generate significant revenues from development of the mineral
claims and the production of minerals from the claims, we will not be able to
earn profits or continue operations.
There is
no history upon which to base any assumption as to the likelihood that we will
prove successful, and we can provide investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely
fail.
We
lack an operating history and we expect to have losses in the
future.
We have
not started our proposed business operations or realized any revenues. We have
no operating history upon which an evaluation of our future success or failure
can be made. Our ability to achieve and maintain profitability and positive cash
flow is dependent upon the following:
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·
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Our
ability to locate a profitable mineral property;
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·
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Our
ability to generate revenues; and
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·
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Our
ability to reduce exploration
costs.
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Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral properties. We cannot guarantee that we will be
successful in generating revenues in the future. Failure to generate revenues
will cause us to go out of business.
Because
of the inherent dangers involved in mineral exploration, there is a risk that we
may incur liability or damages as we conduct our business.
The
search for valuable minerals involves numerous hazards. As a result, we
may become subject to liability for such hazards, including pollution, cave-ins
and other hazards against which we cannot insure or against which we may elect
not to insure. The payment of such liabilities may have a material adverse
effect on our financial position.
Because
we are small and do not have much capital, we must limit our exploration and
consequently may not find mineralized material. If we do not find mineralized
material, we will cease operations.
Because
we are small and do not have much capital, we must limit our exploration.
Because we may have to limit our exploration, we may not find mineralized
material, although our mineral claims may contain mineralized material. If we do
not find mineralized material, we will cease operations.
7
If
we become subject to onerous government regulation or other legal uncertainties,
our business will be negatively affected.
There are
several governmental regulations that materially restrict mineral property
exploration and development. Under the rules of the BLM, to engage in certain
types of exploration will require work permits, the posting of bonds, and the
performance of remediation work for any physical disturbance to the land. While
these current laws do not affect our current exploration plans, if we proceed to
commence drilling operations on the mineral claims, we will incur modest
regulatory compliance costs.
In
addition, the legal and regulatory environment that pertains to the exploration
of rare earth minerals is uncertain and may change. Uncertainty and new
regulations could increase our costs of doing business and prevent us from
exploring for Lithium Brine. The growth of demand for Lithium may also be
significantly slowed. This could delay growth in potential demand for and limit
our ability to generate revenues. In addition to new laws and regulations
being adopted, existing laws may be applied to mining that have not as yet been
applied. These new laws may increase our cost of doing business with the
result that our financial condition and operating results may be
harmed.
We
may not have access to all of the supplies and materials we need to begin
exploration that could cause us to delay or suspend operations.
Competition
and unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as explosives, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials after this offering is complete. If we cannot find the products and
equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.
Because
of the speculative nature of exploration of mineral properties, there is no
assurance that our exploration activities will result in the discovery of new
commercially exploitable quantities of minerals.
We plan
to continue exploration on our mineral claims. The search for valuable minerals
as a business is extremely risky. We can provide investors with no assurance
that additional exploration on our properties will establish that additional
commercially exploitable Lithium Brine exist on our properties. Problems such as
unusual or unexpected geological formations or other variable conditions are
involved in exploration and often result in exploration efforts being
unsuccessful. The additional potential problems include, but are not limited to,
unanticipated problems relating to exploration and attendant additional costs
and expenses that may exceed current estimates. These risks may result in us
being unable to establish the presence of additional commercial quantities of
Lithium on our mineral claims with the result that our ability to fund future
exploration activities may be impeded.
Because
the SEC imposes additional sales practice requirements on brokers who deal in
our shares that are penny stocks, some brokers may be unwilling to trade them.
This means that you may have difficulty in reselling your shares and may cause
the price of the shares to decline.
Our
shares qualify as penny stocks and are covered by Section 15(g) of the
Securities Exchange Act of 1934, which imposes additional sales practice
requirements on broker/dealers who sell our securities in this offering or in
the aftermarket. In particular, prior to selling a penny stock, broker/dealers
must give the prospective customer a risk disclosure document that: contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; contains a description of the
broker/dealers' duties to the customer and of the rights and remedies available
to the customer with respect to violations of such duties or other requirements
of Federal securities laws; contains a brief, clear, narrative description of a
dealer market, including "bid" and "ask" prices for penny stocks and the
significance of the spread between the bid and ask prices; contains the toll
free telephone number for inquiries on disciplinary actions established pursuant
to section 15(A)(i); defines significant terms used in the disclosure document
or in the conduct of trading in penny stocks; and contains such other
information, and is in such form (including language, type size, and format), as
the SEC requires by rule or regulation. Further, for sales of our securities,
the broker/dealer must make a special suitability determination and receive from
you a written agreement before making a sale to you. Because of the imposition
of the foregoing additional sales practices, it is possible that brokers will
not want to make a market in our shares. This could prevent you from reselling
your shares and may cause the price of the shares to decline.
8
We have
no known Lithium reserves. We have not identified any Lithium on the
property and we cannot guarantee that we will ever find any
Lithium. We did rely upon expert advice in selecting the property for
the exploration. If we cannot find Lithium or it is not economical
to recover, we will have to cease operations.
Rain
and snow may make the road leading to our property impassable. This
will delay our proposed exploration operations and could prevent us from
working.
While we
plan to conduct our exploration year round, it is possible that snow or rain
could cause roads leading to our claims to be impassable. When roads
are impassable, we are unable to work.
Because
we are small and do not have much capital, we must limit our exploration and
consequently may not find mineralized material. If we do not find
mineralized material, we will cease operations.
Because
we are small and do not have much capital, we must limit our
exploration. Because we may have to limit our exploration, we may not
find mineralized material, although our property may contain mineralized
material. If we do not find mineralized material, we will cease
operations.
As
we face intense competition in the mining industry, we will have to compete with
our competitors for financing and for qualified managerial and technical
employees.
The
mining industry is intensely competitive in all of its phases. Competition
includes large established mining companies with substantial capabilities and
with greater financial and technical resources than we have. As a result of this
competition, we may be unable to acquire additional attractive claims or
financing on terms we consider acceptable. We also compete with other mining
companies in the recruitment and retention of qualified managerial and technical
employees. If we are unable to successfully compete for financing or for
qualified employees, our exploration and development programs may be slowed down
or suspended.
Trading
of our stock may be restricted by the SEC's Penny Stock Regulations which may
limit a stockholder's ability to buy and sell our stock.
The U.S.
Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior
to a transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have
the effect of reducing the level of trading activity in the secondary market for
the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor
interest in and limit the marketability of, our common stock.
9
We do not expect to declare or pay
any dividends .
We have
not declared or paid any dividends on our common stock since our inception, and
we do not anticipate paying any such dividends for the foreseeable
future.
Anti-Takeover
Provisions
We do not
currently have a shareholder rights plan or any anti-takeover provisions in our
By-laws. Without any anti-takeover provisions, there is no deterrent
for a take-over of our company, which may result in a change in our management
and directors.
Our
By-laws contain provisions indemnifying our officer and directors against all
costs, charges and expenses incurred by them.
Our
By-laws contain provisions with respect to the indemnification of our officer
and directors against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, actually and reasonably incurred by
him, including an amount paid to settle an action or satisfy a judgment in a
civil, criminal or administrative action or proceeding to which he is made a
party by reason of his being or having been one of our directors or
officer.
Volatility of Stock Price
.
Our
common shares are currently publicly traded on the OTC BB exchange under the
symbol BHWX. In the future, the trading price of our common shares
may be subject to wide fluctuations. Trading prices of the common
shares may fluctuate in response to a number of factors, many of which will be
beyond our control. In addition, the stock market in general, and the
market for software technology companies in particular, has experienced extreme
price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of such companies. Market and industry
factors may adversely affect the market price of the common shares, regardless
of our operating performance.
In the
past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been
instituted. Such litigation, if instituted, could result in
substantial costs and a diversion of management's attention and
resources.
The BMP
placer mining claims are located approximately 24 air miles southwest of
Tonopah, Nevada. Tonopah is 290 highway miles southeast of Reno,
Nevada and 214 highway miles northwest of Las Vegas Nevada. The
claims are in the Clayton Valley within the Silver Peak mining
district.
Access to
the claims is via 52 miles of paved U.S. and Nevada State highways from Tonopah
leading to 4 miles of improved gravel roads within Clayton Valley which cross
the center of the claims. Sources of power and water are available
less than 3 miles from the claims. Labor and supplies are available
at Tonopah, Las Vegas or Reno which are local and regional mining and supply
centers.
The
mineral claims are located in section 30, T1S/R40E, MDBM.
10
We know
of no material, active or pending legal proceedings against us, nor are we
involved as a plaintiff in any material proceedings or pending
litigation. There are no proceedings in which any of our directors,
officer or affiliates, or any registered beneficial shareholder are an adverse
party or has a material interest adverse to us.
There
were no matters submitted to a vote of our security holders either through
solicitation of proxies or otherwise in the fourth quarter of the fiscal year
ended August 31, 2009.
PART
II
Our
common stock is quoted on the Over-the-Counter Bulletin Board under the symbol
“BHWX”.
On May 7,
2007, our Board of Directors approved a ten (10) for one (1) forward stock split
of our authorized, issued and outstanding shares of common stock. We
amended our Articles of Incorporation by the filing of a Certificate of Change
with the Nevada Secretary of State wherein we stated that our Corporation will
issue ten (10) shares for every one (1) share of common stock issued and
outstanding immediately prior to the effective date of the forward stock split.
The change in our Articles of Incorporation was effected with the Nevada
Secretary of State on April 6, 2007. As a result, our authorized capital has
increased from 30,000,000 to 300,000,000 shares of common stock with a par value
of $0.001 each. We will issue ten (10) shares of common stock in
exchange for every one (1) share of common stock issued and
outstanding. This will increase our issued and outstanding share
capital from 5,747,000 shares of common stock to 57,470,000 shares of common
stock.
As of
November 24, 2009 there were 22 shareholders and 59,201,428 shares
outstanding.
On
October 19, 2009 Black Hawk announced that it had entered into an equity
financing agreement for up to $1,000,000 from private investors. Under the terms
of the agreement, Black Hawk has the right to call upon funds as
needed. Black Hawk has received its first tranche which will be used
for additional claim evaluations and operating expenses. Black Hawk may draw up
to $1,000,000 in total by issuing units consisting of one share of its common
stock at $0.85 US and one common stock purchase warrant exercisable for the
purchase of one additional share of common stock at $1.05 for the first 12
months and $1.25 if exercised by the end of the second year. The securities to
be issued under the agreement have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent a
registration or an applicable exemption from the registration
requirements.
All of
our issued and outstanding shares can be sold pursuant to Rule 144 of the
Securities Act of 1933.
We have
not declared any dividends since incorporation and do not anticipate that we
will do so in the foreseeable future. Although there are no
restrictions that limit the ability to pay dividends on our common shares, our
intention is to retain future earnings for use in our operations and the
expansion of our business.
11
Recent
Sales of Unregistered Securities
On
October 20, 2006 we sold 200,000 pre-split shares to one investor at a price of
$0.10 for proceeds of $20,000.
On May
30, 2007, we closed a private placement of 571,428 common shares for gross
proceeds of $400,000.
On August
6, 2009 we closed a private placement of 600,000 common shares at $0.10 for
proceeds of $60,000.
On
October 16, 2009 we closed a private placement of 64,705 common shares at a
price of $0.85 for proceeds of $54,999.25.
On
November 20, 2009 the Company received a first tranche of $200,000 under a share
agreement that provides the Company with up to $1,000,000. The
agreement is to issue common shares at a price of $0.85 upon receipt of funds
and to issue a warrant for the like number of shares priced at $1.05 for the
first year and $1.25 if exercised in the second year.
Equity
Compensation Plan Information
We
currently do not have any stock option or equity plans.
Item
6.
Selected Financial Data
Not
required
Overview
You
should read the following discussion of our financial condition and results of
operations together with the consolidated audited financial statements and the
notes to consolidated audited financial statements included elsewhere in this
filing prepared in accordance with accounting principles generally accepted in
the United States. This discussion contains forward-looking
statements that reflect our plans, estimates and beliefs. Our actual
results could differ materially from those anticipated in these forward-looking
statements.
Cash
Requirements
On
October 19, 2009 Black Hawk announced that it had entered into an equity
financing agreement for up to $1,000,000 from private investors. Under the terms
of the agreement, Black Hawk has the right to call upon funds as
needed. Black Hawk has received its first tranche which will be used
for additional claim evaluations and operating expenses. Black Hawk may draw up
to $1,000,000 in total by issuing units consisting of one share of its common
stock at $0.85 US and one common stock purchase warrant exercisable for the
purchase of one additional share of common stock at $01.05 for the first 12
months and $1.25 if exercised by the end of the second year. The securities to
be issued under the agreement have not been registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent a
registration or an applicable exemption from the registration
requirements.
The
signing of this equity financing agreement will allow us to fund the
implementation of our operations and acquisitions strategy. In light of this new
funding commitment all current acquisitions and projects under consideration
were put on hold to be reviewed and prioritized to maximize future growth. It
was decided that the first priority of Blue Lithium is to be its exploration
program. Black Hawk expects to have additional information available for its
shareholders regarding the recommendations of our Geologist, A.L.(Buster)
Hunsaker by the end of November 2009.
12
On
November 2, 2009, the Company announced plans to advance the Blue Lithium 56
claim 1,120 acre land position in the Clayton Valley, Esmeralda County
Nevada. Hunsaker, Inc., consulting geologists to Black Hawk
have recommended an initial drill program for Lithium bearing brines. The brines
are expected to occur between 600 and 800 feet based on the 1980’s U.S.
Geological Survey work completed in the 1980’s by the U.S. Geological Survey and
the nearby producing wells at the Chemetall-Foote Silver Peak operation also in
Clayton Valley. Drilling costs are estimated to be $30 a foot and the drill
program is designed to identify the depth of the Brines, Lithium concentration,
chemical characteristics and the geologic/aquifer settings.
On November 20, 2009 the Company
received the first draw down of $200,000 from the financing commitment. Based on
our current plan of operations, we have sufficient funds for the next 6 months,
after which time we will require additional funds to continue our exploration
operations.
Over the
next twelve months we intend to use funds to expand on the exploration and
development of our mineral properties, as follows:
Estimated Funding Required
During the Next Twelve Months
|
$
|
50,000
|
|||
|
Operations: future property acquisitions
|
200,000
|
|||
|
Working Capital
|
10,000
|
|||
|
Total
|
$
|
260,000
|
Since
inception on April 14, 2005, we have been engaged in exploration and acquisition
of mineral properties. Our principal capital resources have been acquired
through the issuance of common stock.
At August
31, 2009, we had a working capital of $46,500.
At August
31, 2009, our total assets of $50,200 which consists of cash of $13,000, prepaid
expenses of $33,500 and mineral property cost of $3,700. This compares with
our assets at August 31, 2008 of $31,393, which consisted of cash of $26,393 and
prepaid expenses of $5,000.
At August
31, 2009, our total liabilities were $nil, compared to our liabilities of $4,314
as at August 31, 2008. We have
had no revenues from inception.
Results
of Operations.
We posted
losses of $66,879 for the year ending August 31, 2009, losses of $283,375 for
the year ended August 31, 2008, and losses of $696,100 since inception to August
31, 2009. The principal component of the loss was the property
option write-off and general and administrative expenses.
Operating
expenses for the year ending August 31, 2009 were $66,879 compared to the year
ending August 31, 2008 that were $283,375.
Our
business plan is focused on the long-term exploration and development of our
mineral properties once acquired.
13
Purchase
of Significant Equipment
We do not
intend to purchase any significant equipment over the twelve months ending
August 31, 2010.
Employees
Currently
there are no full time or part-time employees of our company (other than our
directors and officer who, at present, have not signed employment or consulting
agreements with us). We do not expect any material changes in the number of
employees over the next 12 month period (although we may enter into employment
or consulting agreements with our officer or directors). We do and will continue
to outsource contract employment as needed. However, if we are successful in our
initial and any subsequent drilling programs we may retain additional
employees.
Going
Concern
Due to
our being a development stage company and not having generated revenues, in the
consolidated financial statements for the year ended August 31, 2009, we
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our consolidated financial statements
contain additional note disclosures describing the circumstances that lead to
this disclosure.
The
continuation of our business is dependent upon us raising additional financial
support. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would
be available, will increase our liabilities and future cash
commitments.
Recently
Issued Accounting Standards
Black
Hawk does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on Black Hawk's results of operations, financial
position or cash flow.
Our
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United
States. Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management's application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our consolidated financial statements is critical
to an understanding of our financials.
We have
historically incurred losses, and through August 31, 2009 have incurred losses
of $696,100 since our inception. During this period, we have
successfully raised $534,300 from our SB-2 offering and five subsequent
private placements. Because of these historical losses, we will require
additional working capital to develop our business operations.
We intend
to raise additional working capital through private placements. There are
no assurances that we will be able to either (1) achieve a level of revenues
adequate to generate sufficient cash flow from operations; or (2) obtain
additional financing and/or bank financing necessary to support our
working capital requirements. To the extent that funds generated from
operations, our SB-2 public offerings and/or bank financing are insufficient, we
will have to raise additional working capital. No assurance can be given that
additional financing will be available, or if available, will be on terms
acceptable to us. If adequate working capital is not available we may not
increase our operations.
These
conditions raise substantial doubt about our ability to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.
14
Our
consolidated financial statements are stated in United States dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles.
The
following consolidated financial statements are filed as part of this annual
report:
|
|
F-1 |
|
Consolidated
Balance Sheets as at August 31, 2009 and 2008
|
F-2 |
|
Consolidated
Statements of Operations for each of the years ended August 31, 2009 and
2008 and the period from April 14, 2005 (inception) to August
31, 2009
|
F-3 |
|
Consolidated
Statements of Stockholders' Equity for the years ended August 31, 2009 and
2008 and for the period from April 14, 2005 (inception) to August 31,
2009
|
F-4 |
|
Consolidated
Statements of Cash Flows for each of the years ended August 31, 2009 and
2008 and the period from April 14, 2005 (inception) to August
31, 2009
|
F-5 |
| F-6 |
15
To the
Board of Directors of
Black
Hawk Exploration Inc.
(An
Exploration Stage Company)
Fox
Island, WA
We have
audited the accompanying consolidated balance sheets of Black Hawk Exploration
Inc. (the “Company”) as of August 31, 2009 and 2008, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the years then ended and the period from April 14, 2005 (inception)
through August 31, 2009. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Black Hawk Exploration Inc.
as of August 31, 2009 and 2008, and the results of its operations and its cash
flows for each of the years then ended and the period from April 14, 2005
(inception) through August 31, 2009 in conformity with accounting principles
generally accepted in the United States of America.
As
discussed in Note 1 to the consolidated financial statements, the Company's
absence of significant revenues, recurring losses from operations, and its need
for additional financing in order to fund its projected loss in 2010 raise
substantial doubt about its ability to continue as a going concern. The 2009
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
LBB &
Associates Ltd., LLP
Houston,
Texas
November
24, 2009
F-1
BLACK
HAWK EXPLORATION INC.
(An
Exploration Stage Company)
CONSOLIDATED
BALANCE SHEETS
|
August
31,
|
August
31,
|
|||||||
|
2009
|
2008
|
|||||||
|
ASSETS
|
||||||||
|
Current
assets
|
||||||||
|
Cash
|
$ | 13,000 | $ | 26,393 | ||||
|
Prepaid
expenses
|
33,500 | 5,000 | ||||||
|
Total
current assets
|
46,500 | 31,393 | ||||||
|
Mineral
property
|
3,700 | - | ||||||
|
Total
assets
|
$ | 50,200 | $ | 31,393 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current
liabilities
|
||||||||
|
Accounts payable
|
$ | - | $ | 4,314 | ||||
|
Total
current liabilities
|
- | 4,314 | ||||||
|
Total
liabilities
|
- | 4,314 | ||||||
|
COMMITMENTS
|
||||||||
|
STOCKHOLDERS'
EQUITY:
|
||||||||
|
Common
stock, $.001 par value, 300,000,000 shares authorized,
|
||||||||
|
59,201,428
and 58,301,428 shares issued and outstanding as of August 31, 2009 and
2008, respectively
|
59,201 | 58,301 | ||||||
|
Additional
paid-in capital
|
687,099 | 597,999 | ||||||
|
Deficit
accumulated during the exploration stage
|
(696,100 | ) | (629,221 | ) | ||||
|
Total
Stockholders' Equity
|
50,200 | 27,079 | ||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 50,200 | $ | 31,393 | ||||
The
accompanying notes are an integral part of these consolidated financial
statements
F-2
(An
Exploration Stage Company)
CONSOLIDATED
STATEMENTS OF OPERATIONS
Years
Ended August 31, 2009 and 2008
and
the Period from April 14, 2005 (Inception) through August 31, 2009
|
Years
Ended August 31,
|
Inception
through
|
|||||||||||
|
2009
|
2008
|
August
31, 2009
|
||||||||||
|
Cost
and expenses:
|
||||||||||||
|
Mineral
costs
|
$ | 1,300 | $ | 530 | $ | 1,830 | ||||||
|
General
and administrative
|
35,579 | 49,794 | 139,708 | |||||||||
|
Stock-based
compensation
|
30,000 | - | 30,000 | |||||||||
|
Impairment
of mineral property costs
|
- | 233,051 | 524,562 | |||||||||
|
Loss
from operations
|
(66,879 | ) | (283,375 | ) | (696,100 | ) | ||||||
|
Net
loss
|
$ | (66,879 | ) | $ | (283,375 | ) | $ | (696,100 | ) | |||
|
Net
loss per share:
|
||||||||||||
|
Basic
and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
|
Weighted
average shares outstanding:
|
||||||||||||
|
Basic
and diluted
|
58,359,784 | 58,291,182 | ||||||||||
The
accompanying notes are an integral part of these consolidated financial
statements
F-3
BLACK
HAWK EXPLORATION INC.
(An
Exploration Stage Company)
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY
Period
from April 14, 2005 (Inception) through August 31, 2009
|
Common
Stock
|
Additional
Paid-in Capital
|
Subscription
Receivable
|
Deficit
Accumulated During the Exploration Stage
|
Total
|
||||||||||||||||||||
|
Shares*
|
Amount
|
|||||||||||||||||||||||
|
Issuance
of common stock for cash
|
55,470,000 | $ | 55,470 | $ | (1,170 | ) | $ | (2,000 | ) | $ | - | $ | 52,300 | |||||||||||
|
Net
loss
|
- | - | - | - | (2,095 | ) | (2,095 | ) | ||||||||||||||||
|
Balance,
August 31, 2005
|
55,470,000 | 55,470 | (1,170 | ) | (2,000 | ) | (2,095 | ) | 50,205 | |||||||||||||||
|
Cash
receipt for subscription receivable
|
- | - | - | 2,000 | - | 2,000 | ||||||||||||||||||
|
Net
loss
|
- | - | - | - | (17,510 | ) | (17,510 | ) | ||||||||||||||||
|
Balance,
August 31, 2006
|
55,470,000 | 55,470 | (1,170 | ) | - | (19,605 | ) | 34,695 | ||||||||||||||||
|
Issuance
of common stock for cash
|
2,571,428 | 2,571 | 417,429 | - | - | 420,000 | ||||||||||||||||||
|
Issuance
of common stock for mineral property costs
|
210,000 | 210 | 146,790 | - | - | 147,000 | ||||||||||||||||||
|
Net
loss
|
- | - | - | - | (326,241 | ) | (326,241 | ) | ||||||||||||||||
|
Balance,
August 31, 2007
|
58,251,428 | 58,251 | 563,049 | - | (345,846 | ) | 275,454 | |||||||||||||||||
|
Issuance
of common stock for mineral property costs
|
50,000 | 50 | 34,950 | - | - | 35,000 | ||||||||||||||||||
|
Net
loss
|
- | - | - | - | (283,375 | ) | (283,375 | ) | ||||||||||||||||
|
Balance,
August 31, 2008
|
58,301,428 | 58,301 | 597,999 | - | (629,221 | ) | $ | 27,079 | ||||||||||||||||
|
Issuance
of common stock for cash
|
600,000 | 600 | 59,400 | - | - | 60,000 | ||||||||||||||||||
|
Issuance
of common stock for services
|
300,000 | 300 | 29,700 | - | - | 30,000 | ||||||||||||||||||
|
Net
loss
|
- | - | - | - | (66,879 | ) | (66,879 | ) | ||||||||||||||||
|
Balance,
August 31, 2009
|
59,201,428 | $ | 59,201 | $ | 687,099 | $ | - | $ | (696,100 | ) | $ | 50,200 | ||||||||||||
|
*The
common stock issued has been retroactively restated to reflect a forward
stock split of 10 new shares for 1 old share, effective March 15,
2007.
|
The accompanying notes are an
integral part of these consolidated financial statements
F-4
BLACK
HAWK EXPLORATION INC.
(An
Exploration Stage Company)
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Years
Ended August 31, 2009 and 2008
and
the Period from April 14, 2005 (Inception) through August 31, 2009
|
August
31,
2009
|
August
31,
2008
|
Inception
through
August
31, 2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||||
|
Net
loss
|
$ | (66,879 | ) | $ | (283,375 | ) | $ | (696,100 | ) | |||
|
Adjustments
to reconcile net loss to cash used by operating
activities:
|
||||||||||||
|
Impairment
of mineral property costs
|
- | 233,051 | 524,562 | |||||||||
|
Stock-based
compensation
|
30,000 | - | 30,000 | |||||||||
|
Net
change in:
|
||||||||||||
|
Prepaid
expenses
|
(28,500 | ) | (5,000 | ) | (33,500 | ) | ||||||
|
Accounts
payable
|
(4,314 | ) | 164 | - | ||||||||
|
Due
to related party
|
- | (5,087 | ) | - | ||||||||
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(69,693 | ) | (60,247 | ) | (175,038 | ) | ||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||||
|
Mineral
property expenditures
|
(3,700 | ) | (2,665 | ) | (346,262 | ) | ||||||
|
CASH
FLOWS USED IN INVESTING ACTIVITIES
|
(3,700 | ) | (2,665 | ) | (346,262 | ) | ||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||||
|
Cash
received from common stock issuance
|
60,000 | - | 534,300 | |||||||||
|
Cash
received for share subscriptions
|
- | - | - | |||||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
60,000 | - | 534,300 | |||||||||
|
NET
INCREASE (DECREASE) IN CASH
|
(13,393 | ) | (62,912 | ) | 13,000 | |||||||
|
Cash,
beginning of period
|
26,393 | 89,305 | - | |||||||||
|
Cash,
end of period
|
$ | 13,000 | $ | 26,393 | $ | 13,000 | ||||||
|
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
||||||||||||
|
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
|
Cash
paid for income taxes
|
$ | - | $ | - | $ | - | ||||||
|
SUPPLEMENTAL
DISCLOSURE OF NON CASH TRANSACTION:
|
||||||||||||
|
Stock
issued for mineral property costs
|
$ | - | $ | 35,000 | $ | 182,000 | ||||||
|
Reclassification
of deposit to mineral property costs
|
$ | - | $ | 80,062 | $ | - | ||||||
The accompanying notes are an
integral part of these consolidated financial
statements
F-5
BLACK
HAWK EXPLORATION INC.
(An
Exploration Stage Company)
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1 - NATURE OF BUSINESS
Black
Hawk Exploration Inc. ("the Company") was incorporated in Nevada on April 14,
2005, to engage in acquisition and exploration of mineral
properties.
On August
11, 2009 the Company formed Blue Lithium Energy Inc. (“Blue Lithium”), a wholly
owned subsidiary under the laws of the State of Nevada to acquire, explore and
develop lithium properties in the United States and Canada.
Going
concern
These
consolidated financial statements have been prepared in accordance with United
States generally accepted accounting principles, on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. The Company has incurred losses
since inception of $696,100. Further losses are anticipated in the development
of its business and there can be no assurance that the Company will be able to
achieve or maintain profitability.
The
continuing operations of the Company and the recoverability of the carrying
value of assets is dependent upon the ability of the Company to obtain necessary
financing to fund its working capital requirements, and upon future profitable
operations. The accompanying financial statements do not include any adjustments
relative to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result from the outcome
of this uncertainty.
There can
be no assurance that capital will be available as necessary to meet the
Company's working capital requirements or, if the capital is available, that it
will be on terms acceptable to the Company. The issuances of additional equity
securities by the Company may result in dilution in the equity interests of its
current stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase the Company's liabilities and future cash commitments.
If the Company is unable to obtain financing in the amounts and on terms deemed
acceptable, the business and future success may be adversely
affected.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The
accompanying consolidated financial statements included all of the accounts
of the Company and its wholly-owned subsidiary, Blue Lithium Energy Inc., a
Nevada corporation. All intercompany transactions have been
eliminated.
Cash
and Cash Equivalents
Cash and
cash equivalents are defined as cash on hand, demand deposits and short-term,
highly liquid investments with an original maturity of ninety days or
less.
Exploration
Stage Company
The
Company complies with Financial Accounting Standard Board Statement ("SFAS") No.
7 for its characterization of the Company as an Exploration Stage
Company.
F-6
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenue and expenses during the period.
Actual results may differ from those estimates.
Mineral
Property Acquisition Costs
The costs
of acquiring mineral properties are capitalized and amortized over their
estimated useful lives following the commencement of production or expensed if
it is determined that the mineral property has no future economic value or the
properties are sold or abandoned.
Cost
includes cash consideration and the fair market value of shares issued on the
acquisition of mineral properties. Properties acquired under option agreements,
whereby payments are made at the sole discretion of the Company, are recorded in
the accounts at such time as the payments are made.
The
recoverable amounts for mineral properties is dependent upon the existence of
economically recoverable reserves; the acquisition and maintenance of
appropriate permits, licenses and rights; the ability of the Company to obtain
financing to complete the exploration and development of the properties; and
upon future profitable production or alternatively upon the Company's ability to
recover its spent costs from the sale of its interests. The amounts recorded as
mineral properties reflect actual costs incurred and are not intended to express
present or future values.
The
capitalized amounts may be written down if potential future cash flows,
including potential sales proceeds, related to the property are estimated to be
less than the carrying value of the property. Management of the Company reviews
the carrying value of each mineral property interest quarterly, and whenever
events or changes in circumstances indicate that the carrying value may not be
recoverable. Reductions in the carrying value of each property would be recorded
to the extent the carrying value of the investment exceeds the estimated future
net cash flows.
Exploration
and Development Costs
Exploration
costs are expensed as incurred. When it is determined that a mining deposit can
be economically and legally extracted or produced based on established proven
and probable reserves, further exploration costs and development costs incurred
after such determination will be capitalized. The establishment of proven and
probable reserves is based on results of final feasibility studies which
indicate whether a property is economically feasible. Upon commencement of
commercial production, capitalized costs will be transferred to the appropriate
asset category and amortized over their estimated useful lives. Capitalized
costs, net of salvage values, relating to a deposit which is abandoned or
considered uneconomic for the foreseeable future, will be written
off.
Impairment
of Mineral Rights
The
Company reviews mineral rights for indicators of impairment whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. If the review indicates that the carrying amount of the asset may
not be recoverable, the potential impairment is measured based on a projected
discounted cash flow method using a discount rate that is considered to be
commensurate with the risk inherent in the company's current business model.
During the years ended August 31, 2009 and 2008, the Company recorded impairment
to mineral rights of $Nil and $233,051, respectively.
F-7
Asset
Retirement Obligations
The
Company has adopted the provisions of SFAS No. 143 "Accounting for Asset
Retirement Obligations," which establishes standards for the initial measurement
and subsequent accounting for obligations associated with the sale, abandonment
or other disposal of long-lived tangible assets arising from the acquisition,
construction or development and for normal operations of such assets. The
adoption of this standard has had no effect on the Company's financial position
or results of operations. As of August 31, 2009 any potential costs relating to
the ultimate disposition of the Company's mineral property interests have not
yet been determinable.
Stock
Based Compensation
Stock
based compensation expense is recorded in accordance with SFAS 123R (Revised
2004), Share-Based
Payment, for stock and stock options awarded in return for services
rendered. The expense is measured at the grant-date fair value of the award and
recognized as compensation expense on a straight-line basis over the service
period, which is the vesting period. The Company estimates forfeitures that it
expects will occur and records expense based upon the number of awards expected
to vest.
Basic
Loss per Share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period. The weighted average
number of shares outstanding during the periods has been retroactively restated
to reflect a forward stock split of 10 new shares for 1 old share, effective
March 15, 2007.
Income
Taxes
The asset
and liability approach is used to account for income taxes by recognizing
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities. The Company records a valuation allowance to reduce the
deferred tax assets to the amount that is more likely than not to be
realized.
Financial
Instruments
As of
August 31, 2009, the Company's financial instruments consist of cash. Unless
otherwise noted, it is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these financial
instruments. Because of the short maturity of such assets and liabilities the
fair value of the financial instrument approximates its carrying value, unless
otherwise noted.
Recent
Accounting Pronouncements
During
the year ended August 31, 2009 and subsequently, the Financial Accounting
Standards Board (“FASB”) has issued a number of financial accounting standards,
none of which did or are expected to have a material impact on the Company’s
results of operations, financial position, or cash flows, with exception
of:
New
Accounting Pronouncements (Adopted)
SFAS
No. 157. In September 2006, the FASB issued
SFAS No. 157, Fair
Value Measurements (“SFAS No. 157”). This statement defines fair
value, establishes a framework for measuring fair value in GAAP, and expands
disclosures about fair value measurements, but does not require any new fair
value measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years. In
February 2008, the FASB issued FASB Staff Position, or FSP, No. FAS 157-2,
Effective Date of FASB
Statement No. 157 (“FSP FAS 157-2”), which delayed the effective
date of SFAS No. 157 for certain nonfinancial assets and liabilities to
fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. We adopted SFAS No. 157 for the Company’s financial
assets and liabilities in the first quarter of fiscal 2009, and provisions for
nonfinancial assets and liabilities in the first quarter of fiscal 2010, which
did not result in recognition of a transaction adjustment to retained earnings
or have a material impact on our financial condition, results of operations or
cash flows.
F-8
SFAS
No. 165. In May 2009, the FASB issued SFAS
No. 165, Subsequent
Events (“SFAS No. 165”). This statement provides guidance to
establish general standards of accounting for and disclosure of events that
occur after the balance sheet date but before the financial statements are
issued or are available to be issued. This statement is effective for interim or
fiscal periods ending after June 15, 2009, and is applied prospectively. We
adopted SFAS No. 165 in the year ended August 31, 2009; this adoption did
not have any impact on our financial condition, results of operations or cash
flows.
New
Accounting Pronouncements (Not yet adopted)
SFAS
No. 168. In June 2009, the FASB issued SFAS
No. 168, The FASB
Accounting Standards Codification and the Hierarchy of Generally of Generally
Accepted Accounting Principles — a Replacement of FASB Statement
No. 162 (“SFAS No. 168”). SFAS No. 168 establishes the
FASB Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with GAAP. SFAS
No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. We do not expect the adoption of
SFAS No. 168 will not have a material impact on our financial condition,
results of operations or cash flows.
NOTE
3 – MINERAL RIGHTS
During
August, 2009, a geologist engaged by the Company identified and acquired 56
lithium claims in the State of Nevada on behalf of the Company. The titles to
these claims were transferred to the Company subsequent to the year
end.
During
the year ended August 31, 2008, the Company allowed its mineral property options
on the Northwest Territories property to expire. Accordingly, an
impairment charge of $233,051 was recorded to write-off the assets.
NOTE
4 - RELATED PARTY TRANSACTIONS
On July
27, 2009, the Company signed a consulting agreement (the “Consulting Agreement”)
for a term of eight months with a private company (the “Consultant”) that has a
common director with the Company, whereby the Consultant receives $3,000 per
month for consulting services on corporate, administrative, business planning
and business analysis, and receives a maximum of $500 per month for preapproved
expenses. In accordance with the Consulting Agreement, consulting fees of $6,000
for the first and last month of the term of the Agreement were paid and 280,000
common shares of the Company were issued to the Consultant upon signing of the
Consulting Agreement (Note 6). On September 5, 2009 the consulting fees were
increased to $4,000 per month in an amended agreement, which were further
amended to $4,500 per month on October 5, 2009 (Note 5). In addition, the
Company paid consulting fees of $3,000 to the Consultant for services provided
prior to the signing of the Agreement.
During
the year ended August 31, 2009, the Company issued 20,000 common shares to the
two new directors of the Company, valued at $0.10 per share for total director’s
compensation of $2,000.
During
the year ended August 31, 2008, total management fee of $22,449 was paid to a
director of the Company. As of August 31, 2008, this director resigned and no
balance was owed to this director.
F-9
NOTE
5 - COMMITMENTS
In
accordance with the amended Consulting Agreements with a related party of the
Company, the Company pays the related consultant consulting fees of $4,000 for
the month of September, 2009, and $4,500 per month for the five months from
October 2009 to February 2010, and a maximum of $500 for preapproved expenses
per month for the six months from September 2009 to February 2010 (Note
4).
NOTE
6 - COMMON STOCK
The
Company’s authorized stocks consist of 300,000,000 common shares at a par value
of $0.001.
In
October 2006, the Company raised $20,000 from the sale of 2,000,000 post-split
common shares at $0.10 per share.
On March
15, 2007, the board of directors approved a ten (10) for one (1) forward stock
split of authorized, issued and outstanding shares of common stock. The Company
amended its Articles of Incorporation by the filing of a Certificate of Change
with the Nevada Secretary of State wherein it stated that it would issue ten
shares for every one share of common stock issued and outstanding immediately
prior to the effective date of the forward stock split. The change in the
Articles of Incorporation was effected with the Nevada Secretary of State on
April 6, 2007. As a result, the authorized capital increased from 30,000,000 to
300,000,000 shares of common stock with a par value of $0.001. The stock split
is presented retroactively in these financial statements.
On May
30, 2007, the Company closed a private placement for an aggregate of 571,428
common shares at a price of $0.70 for total proceeds of $400,000. These common
shares were issued in June 2007.
From June
to August 2007, the Company issued 210,000 common shares valued at $147,000 in
connection with its mineral property option agreements and acquisition
agreement.
The
Company issued 50,000 shares for a mineral property option in November 2007
valued at $35,000.
In August
2009, the Company issued 600,000 common shares at $0.10 per share for total
proceeds of $60,000.
In August
2009, the Company issued 280,000 common shares valued at $0.10 per share to a
related-party consultant of the Company (Note 4).
In August
2009, the Company issued 20,000 common shares valued at $0.10 per share to the
two new directors of the Company (Note 4).
As of
August 31 2009, 59,201,428 shares of the Company’s common stock are issued and
outstanding.
F-10
NOTE
7 - INCOME TAXES
The
Company follows Statement of Financial Accounting Standards Number 109 ("SFAS
109"), "Accounting for Income Taxes." Deferred income taxes reflect the net
effect of (a) temporary difference between carrying amounts of assets and
liabilities for financial purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carry-forwards. No net provision for
refundable Federal income tax has been made in the accompanying statement of
loss because no recoverable taxes were paid previously. Similarly, no deferred
tax asset attributable to the net operating loss carry-forward has been
recognized, as it is not deemed likely to be realized.
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
|
August
31, 2009
|
August
31, 2008
|
|||||||
|
Income
tax benefit attributable to:
|
||||||||
|
Net
operating loss
|
$ | 12,500 | $ | 96,000 | ||||
|
Change
in valuation allowance
|
(12,500 | ) | (96,000 | ) | ||||
|
Net
refundable amount
|
$ | - | $ | - | ||||
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
|
August
31, 2009
|
August
31, 2008
|
|||||||
|
Deferred
tax asset attributable to:
|
||||||||
|
Net
operating loss carryover
|
$ | 226,400 | $ | 213,900 | ||||
|
Valuation
allowance
|
(226,400 | ) | (213,900 | ) | ||||
|
Net
deferred tax asset
|
$ | - | $ | - | ||||
At August
31, 2009, the Company had an unused net operating loss carry-forward
approximating $666,000 that is available to offset future taxable income; the
loss carry-forward will start to expire in 2025.
NOTE
8 – SUBSEQUENT EVENTS
On
October 16, 2009 the Company received gross proceeds of $55,000 for
subscriptions of 64,705 shares of the Company’s common stock at $0.85 per share.
These shares have not been issued.
On
October 19, 2009 the Company entered into an equity financing agreement (the
“Financing Agreement”), whereby the Company may draw up to $1,000,000 by issuing
units (the “Units”) at $0.85 per unit with each unit consisting of one share of
the Company’s common stock and one common stock purchase warrant exercisable
into one common share for two years, at $1.05 for the first 12 months and $1.25
for the second 12 months. Under the terms of the agreement the Company has the
right to call upon funds as needed. The securities will be issued upon receiving
registration approval. In accordance with the Financing Agreement on November
20, 2009 the Company received gross proceeds of $200,000 for subscription of
235,294 units at $0.85 per unit. The units have not been issued.
In
November 2009 the Company completed its acquisition of 100% interest in 56
lithium claims at a 1,120 acre site in the state of Nevada at a total cost of
$34,434.
The
Company has evaluated subsequent events for recognition or disclosure through
the date these financial statements were available to be issued, November 24,
2009.
F-11
As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by the annual report, being August 31, 2009, we have
carried out an evaluation of the effectiveness of the design and operation of
our company's disclosure controls and procedures. This evaluation was
carried out under the supervision and with the participation of our company's
management, including our company's president along with our company's
secretary. Based upon that evaluation, our company's president along
with our company's secretary concluded that our company's disclosure controls
and procedures are effective as at the end of the period covered by this report.
There have been no significant changes in our internal controls over financial
reporting that occurred during our most recent fiscal quarter that have
materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.
Disclosure
controls and procedures and other procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time period specified in the Securities and Exchange Commission's
rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Securities Exchange Act of 1934
is accumulated and communicated to management including our president and
secretary as appropriate, to allow timely decisions regarding required
disclosure.
Internal
Controls over Financial Reporting
Internal
control over financial reporting refers to the process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial Officer, and
effected by our board of directors, management and other personnel, 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, and includes those policies and
procedures that:
(1)
Pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets;
(2)
Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorization of our management and directors;
and
(3)
Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use or disposition of our assets that could have a
material effect on the financial statements.
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Management is responsible
for establishing and maintaining adequate internal control over financial
reporting for the Company.
16
Management
conducted an assessment of the effectiveness of the Company’s internal control
over financial reporting as of August 31, 2009, including (i) the control
environment, (ii) risk assessment, (iii) control activities, (iv) information
and communication, and (v) monitoring, based on the framework in Internal Control – Integrated
Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”). As of August 31, 2009, management has determined
that the Company’s internal control over financial reporting as of August 31,
2009 was effective.
Currently,
Management and Board review are being utilized to mitigate the risk of material
misstatement in financial reporting, and also to ensure that existing internal
controls remain effective. Based on this assessment, management has concluded
that our internal control over financial reporting was effective as of August
31, 2009.
This
Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Our internal control over financial reporting was not subject to
attestation by our independent registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management’s report in
this Annual Report.
There has
been no change in our internal controls over financial reporting during our most
recent fiscal year that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.
None.
|
Directors,
Executive Officer, Promoters and Control Persons; Compliance with Section
16(a) of the Exchange Act.
|
As of
August 31, 2009, our directors and executive officer, their ages, positions
held, and duration of such, are as follows:
|
Name
|
Position
Held with our Company
|
Age
|
Date
First
Elected
or Appointed
|
|
Kevin
M. Murphy
|
Director,
President, CEO
|
62
|
July
27, 2009
|
|
Howard
Bouch
|
Director,
Secretary, CFO
|
64
|
July
27, 2009
|
Business
Experience
The
following is a brief account of the education and business experience during at
least the past five years of each director, executive officer and key employee,
indicating the principal occupation during that period, and the name and
principal business of the organization in which such occupation and employment
were carried out.
Kevin M.
Murphy
Mr.
Murphy, age 62, is an international consultant, with many years of executive
management experience in corporate reorganization, finance, administration, and
new business development. He has served on the Board of Directors of several
companies. Mr. Murphy serves as President and CEO of Wannigan Capital Corp. and
as President and Director of Convenientcast Inc.(formerly Lone Mountain Mines,
Inc.) Mr. Murphy also serves as President and CEO of Silver Mountain Mines. . He
is also President and Chairman of the Board of Directors of Greenleaf Forum
International, Inc., a private investment banking firm. Mr. Murphy became CEO
and Chairman of the Board of Absolute Future.Com, Inc. on August 15,
2001. He applied for reorganization for Absolute Future.Com through
the Federal Bankruptcy Courts January 31, 2002. Mr. Murphy filed
Bankruptcy in June of 2001. He is CEO and President of a private company,
Neighborhood Choices, Inc., in the International Domain registration and resale
industry. He is CEO and President of Evergreen Firewood, Inc., a private company
in the Alternate Fuel industry. Mr. Murphy is an alumnus of the University of
California (UCLA), Los Angeles School of Economics and the California State
University (CSULA) at Los Angeles's School of Business, and is an Alumni of
Sigma Alpha Epsilon.
17
Howard
Bouch
Howard
Bouch, age 64, is a Private Practice Chartered Accountant with over 36 years of
Public and Private international experience. Mr. Bouch originally qualified as a
Chartered Accountant (English and Wales Institute) in 1968. Mr. Bouch joined
Deloitte & Co, Lusaka, Zambia from 1970 - 1972. Mr. Bouch joined Anglo
American Corp, Zambia working as Head Office Chief Accountant for Nchanga
Consolidated Copper Mines (world's 2nd largest) from 1972 - 1976. In 1976, Mr.
Bouch returned to the UK and joined Babcock and Wilcox, Engineers,
Nottinghamshire, England as Chief Accountant for one of their subsidiaries. Mr.
Bouch was Chief Accountant of a private building firm in Cumbria, England from
1978 - 1984. In 1984 Mr. Bouch established a Private Practice as a
Chartered Accountant and continues to provide professional services to Cumbrian
firms to the present. Mr. Bouch is a Director of Viavid Broadcasting Inc., a
fully reporting, US Public Company, trading on the Pink Sheets under the symbol
VVDB; also of UTEC, Inc. symbol UTEI.
Currently
our company has the following committees:
|
·
|
Audit
Committee;
|
|
·
|
Nominating
and Corporate Governance Committee; and
|
|
·
|
Compensation
Committee.
|
Our Audit
Committee is currently made up of Howard Bouch. The Audit Committee
is governed by the Audit Committee Charter adopted by the board of directors on
November 15, 2006.
Our
Nominating and Corporate Governance Committee is currently made up of Kevin M.
Murphy. The Nominating and Corporate Governance Committee is governed
by the Nominating and Corporate Governance Committee Charter adopted by the
board of directors on November 15, 2006.
Our
Compensation Committee is currently made up of Kevin M. Murphy and Howard
Bouch. The Compensation Committee is governed by the Compensation
Committee Charter adopted by the board of directors on November 15,
2006.
Family
Relationships
There are
no family relationships between any of our directors or executive
officer.
18
Involvement
in Certain Legal Proceedings
Other
than as discussed below, none of our directors, executive officer, promoters or
control persons have been involved in any of the following events during the
past five years:
1. any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;
2. any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offences);
3. being
subject to any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or
4. being
found by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.
None of
our directors, executive officer, future directors, 5% shareholders, or any
members of the immediate families of the foregoing persons have been indebted to
us during the last fiscal year or the current fiscal year in an amount exceeding
$60,000. None of the current directors or officer of our company are related by
blood or marriage.
On April
14, 2005, we issued a total of 2,000,000 shares of restricted common stock to
Mr. Ainsworth, a former officer and director of our company for a subscription
receivable of $2,000. On September 11, 2008 Mr. Ainsworth transferred
all of his shares to our former President Sterling Mcleod for cash consideration
of $2,000.
Section
16(a) of the Securities Exchange Act requires our executive officer and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended August 31, 2009, all filing requirements
applicable to its officer, directors and greater than ten percent beneficial
owners were complied with.
Code
of Ethics
Effective
November 15, 2006, our company's board of directors adopted a Code of Business
Conduct and Ethics that applies to, among other persons, our company's president
(being our principal executive officer) and our company's secretary (being our
principal financial and accounting officer and controller), as well as persons
performing similar functions. As adopted, our Code of Business
Conduct and Ethics sets forth written standards that are designed to deter
wrongdoing and to promote:
(1)
honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;
(2) full,
fair, accurate, timely, and understandable disclosure in reports and documents
that we file with, or submit to, the Securities and Exchange Commission and in
other public communications made by us;
(3)
compliance with applicable governmental laws, rules and
regulations;
(4) the
prompt internal reporting of violations of the Code of Business Conduct and
Ethics to an appropriate person or persons identified in the Code of Business
Conduct and Ethics; and
(5)
accountability for adherence to the Code of Business Conduct and
Ethics.
19
Our Code
of Business Conduct and Ethics requires, among other things, that all of our
company's personnel shall be accorded full access to our president and secretary
with respect to any matter which may arise relating to the Code of Business
Conduct and Ethics. Further, all of our company's personnel are to be
accorded full access to our company's board of directors if any such matter
involves an alleged breach of the Code of Business Conduct and Ethics by our
president or secretary.
In
addition, our Code of Business Conduct and Ethics emphasizes that all employees,
and particularly managers and/or supervisors, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal, provincial and state securities
laws. Any employee who becomes aware of any incidents involving financial or
accounting manipulation or other irregularities, whether by witnessing the
incident or being told of it, must report it to his or her immediate supervisor
or to our company's president or secretary. If the incident involves
an alleged breach of the Code of Business Conduct and Ethics by the president or
secretary, the incident must be reported to any member of our board of
directors. Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary
matter. It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
company's Code of Business Conduct and Ethics by another.
Our Code
of Business Conduct and Ethics is filed herewith with the Securities and
Exchange Commission as Exhibit 14.1 to our annual report filed December 21,
2006. We will provide a copy of the Code of Business Conduct and
Ethics to any person without charge, upon request. Requests can be
sent to: Black Hawk Exploration Inc., PO Box 363, Fox Island, WA
98333.
Our Board
of Directors has determined that it does not have a member of its audit
committee that qualifies as an "audit committee financial expert" as defined in
Item 401(e) of Regulation S-B, and is "independent" as the term is used in Term
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as
amended.
We
believe that the members of our Board of Directors are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting. In addition, we
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated revenues to date.
There has
not been any compensation awarded to, earned by, or paid to our directors and
executive officer for the last three completed financial years other than 10,000
common shares each.
Employment/Consulting
Agreements
There are
no written employment or consulting agreements between us and any of our
directors and executive officer.
20
Long-Term
Incentive Plans
There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officer, except that our directors and
executive officer may receive stock options at the discretion of our board of
directors. We do not have any material bonus or profit sharing plans pursuant to
which cash or non-cash compensation is or may be paid to our directors or
executive officer, except that stock options may be granted at the discretion of
our board of directors.
We have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officer to compensate such officer in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive
officer.
Stock
Option Plan
Currently,
there are no stock option plans in favor of any officer, directors, consultants
or employees of ours.
Stock
Options/SAR Grants
There
were no grants of stock options or stock appreciation rights to any officer,
directors, consultants or employees of ours during the fiscal year ended August
31, 2009.
Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year End Values
There
were no stock options outstanding as at August 31, 2009.
Directors
Compensation
We
reimburse our directors for expenses incurred in connection with attending board
meetings but did not pay director's fees or other cash compensation for services
rendered as a director in the year ended August 31, 2009.
We have
no present formal plan for compensating our directors for their service in their
capacity as directors, although in the future, such directors are expected to
receive compensation and options to purchase shares of common stock as awarded
by our board of directors or (as to future options) a compensation committee
which may be established in the future. Directors are entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of our board of directors. The
board of directors may award special remuneration to any director undertaking
any special services on behalf of our company other than services ordinarily
required of a director. Other than indicated in this annual report,
no director received and/or accrued any compensation for his or her services as
a director, including committee participation and/or special
assignments.
21
Our
compensation program for our executive officer is administered and reviewed by
our board of directors. Historically, executive compensation consists
of a combination of base salary and bonuses. Individual compensation
levels are designed to reflect individual responsibilities, performance and
experience, as well as the performance of our company. The
determination of discretionary bonuses is based on various factors, including
implementation of our business plan, acquisition of assets, development of
corporate opportunities and completion of financing.
The
following table sets forth, as at November 24, 2009, certain information with
respect to the beneficial ownership of our common stock by each shareholder
known by us to be the beneficial owner of more than five percent (5%) of our
common stock, and by each of our current directors and executive
officer. Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise
indicated. Beneficial ownership consists of a direct interest in the
shares of common stock, except as otherwise indicated.
|
Amount
and Nature of
Beneficial
Ownership (1)
|
Percentage
of
Class (1)
|
|
|
Sterling
Mcleod
506-733
3 rd
Ave SW
Calgary,
Alberta T2P 0G7
|
20,000,000
common shares
|
33.78%
|
|
Kevin
M. Murphy
1174
Manitou Dr. NW
PO
Box 363,
Fox
Island, WA 98333
|
10,000 common shares | 0.02% |
|
Howard
Bouch
Grove
House
13
Low Seaton, Workington
Cumbria,
England,CA14 1PR UK
|
10,000 common shares | 0.02% |
|
Directors
and Executive Officers as a Group
|
20,000
common shares
|
0.04%
|
|
(1)
|
Based
on 59,201,428 shares of common stock issued and outstanding as of November
24, 2009. Except as otherwise indicated, we believe that the
beneficial owners of the common stock listed above, based on information
furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where
applicable. Beneficial ownership is determined in accordance
with the rules of the SEC and generally includes voting or investment
power with respect to securities. Shares of common stock
subject to options or warrants currently exercisable, or exercisable
within 60 days, are deemed outstanding for purposes of computing the
percentage ownership of the person holding such option or warrants, but
are not deemed outstanding for purposes of computing the percentage
ownership of any other person
|
Future
Changes in Control
We are
unaware of any contract or other arrangement, the operation of which may, at a
subsequent date, result in a change in control of our company.
Other
than as described under the heading "Executive Compensation", or as set forth
below, there are no material transactions with any of our directors, officer or
control person that have occurred during the last fiscal year.
22
Audit
Fees
The
aggregate fees billed by LBB & Associates Ltd., LLP for professional
services rendered for the audit of our annual consolidated financial statements
included in our Annual Report on Form 10-K for the fiscal year ended August 31,
2009 were estimated to be $5,000.
Audit
Related Fees
For the
fiscal year ended August 31, 2009, the aggregate fees billed for assurance and
related services by LBB & Associates Ltd., LLP relating to the performance
of the audit of our consolidated financial statements which are not reported
under the caption "Audit Fees" above, was $0.
Tax
Fees
For the
fiscal year ended August 31, 2009, the aggregate fees billed by LBB &
Associates Ltd., LLP for other non-audit professional services, other than those
services listed above, totaled $0.
We do not
use LBB & Associates Ltd., LLP for financial information system design and
implementation. These services, which include designing or
implementing a system that aggregates source data underlying the financial
statements or generates information that is significant to our financial
statements, are provided internally or by other service providers. We
do not engage LBB & Associates Ltd., LLP to provide compliance outsourcing
services.
Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before LBB & Associates Ltd., LLP is engaged by us to render any
auditing or permitted non-audit related service, the engagement be:
|
·
|
approved
by our audit committee (which consists of entire Board of Directors);
or
|
|
·
|
entered
into pursuant to pre-approval policies and procedures established by the
audit committee, provided the policies and procedures are detailed as to
the particular service, the audit committee is informed of each service,
and such policies and procedures do not include delegation of the audit
committee's responsibilities to
management.
|
The audit
committee pre-approves all services provided by our independent
auditors. The pre-approval process has just been implemented in
response to the new rules, and therefore, the audit committee does not have
records of what percentage of the above fees were
pre-approved. However, all of the above services and fees were
reviewed and approved by the audit committee either before or after the
respective services were rendered.
The audit
committee has considered the nature and amount of fees billed by LBB &
Associates Ltd., LLP and believes that the provision of services for activities
unrelated to the audit is compatible with maintaining LBB & Associates Ltd.,
LLP's independence.
PART
IV
Item
15. Exhibits.
Exhibit Number and Exhibit
Title
|
(3)
|
Charter
and By-laws
|
|
3.1
|
Articles
of Incorporation (incorporated by reference from our SB-2
Registration Statement filed January 17, 2006).
|
|
3.2
|
Bylaws
(incorporated by reference from our SB-2 Registration Statement filed
January 17, 2006).
|
|
(10)
|
Material
Contracts
|
|
10.1
|
None
|
|
(14)
|
Code
of Ethics
|
|
14.1
|
Code
of Business Conduct and Ethics
|
|
(31)
|
Section
302 Certification
|
|
31.1
31.2
|
Certification
of Kevin M. Murphy
Certification
of Howard Bouch
|
|
(32)
|
Section
906 Certification
|
|
32.1
|
Certification
of Kevin M. Murphy & Howard
Bouch
|
23
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Black
Hawk Exploration Inc.
By: /s/ Kevin M.
Murphy
Kevin M.
Murphy, President, CEO
/s/ Howard
Bouch_______________________________
Howard
Bouch, Secretary CFO
Date: November
24, 2009
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
|
Signature
|
Title
|
Date
|
|
/s/ Kevin M.
Murphy
|
||
|
Kevin
M. Murphy
|
President,
CEO
|
November
24, 2009
|
|
/s/
Howard
Bouch
|
||
|
Howard Bouch
|
Secretary/CFO
|
November
24, 2009
|
24