Attached files
| file | filename |
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| EX-31.1 - GEORGIA INTERNATIONAL MINING 10Q, CERTIFICATION 302 - GEORGIA INTERNATIONAL MINING CORP | georgiaexh31_1.htm |
| EX-32.1 - GEORGIA INTERNATIONAL MINING 10Q, CERTIFICATION 906 - GEORGIA INTERNATIONAL MINING CORP | georgiaexh32_1.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the six month period ended September 30, 2009
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number: 000-52482
GEORGIA INTERNATIONAL MINING CORP.
(Exact name of Small Business Issuer as Specified in its Charter)
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Nevada |
20-2308107 |
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(State or Other Jurisdiction |
(I.R.S. Employer |
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of Incorporation or |
Identification |
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Organization) |
Number) |
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2601 E. Turquoise Drive, Phoenix, AZ 85028 |
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(Address of registrant's principal executive offices) |
Tel: 602-206-3582
(Issuer’s Telephone Number, Including Area Code)
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 o
Indicate by check mark whether the Issuer is a shell company (as defined by Rule 12b-2 of the Exchange Act).
Yes x No o
State the number of shares outstanding of each of the Issuers classes of common equity, as of the latest practicable date:
Common, $.001 par value per share: 8,265,300 outstanding as of November 26, 2009.
GEORGIA INTERNATIONAL MINING CORP.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
GEORGIA INTERNATIONAL MINING CORPORATION
CONSOLIDATED
FINANCIAL STATEMENTS
For the Nine Months ended September 30, 2009
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
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GEORGIA INTERNATIONAL MINING CORPORATION |
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(An Exploration Stage Company) |
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Consolidated Balance Sheet |
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September 30, 2009 |
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(US Dollars) |
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(Unaudited) |
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September 30, 2009 |
December 31, 2008 |
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Assets |
(restated) |
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Current: |
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Cash on hand |
$ | 2,446 | $ | 5,696 | ||||
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Total current assets |
2,446 | 5,696 | ||||||
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Mineral Property (Note 4) |
7,038 | 7,038 | ||||||
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Total Assets |
$ | 9,484 | $ | 12,734 | ||||
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Liabilities |
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Current: |
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Amounts Payable |
$ | 1,000 | $ | 7,440 | ||||
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Due to related parties (Note 5) |
144,906 | 131,787 | ||||||
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Total current liabilities |
145,906 | 139,227 | ||||||
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Stockholders Equity and Deficit |
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Capital stock, $0.001 par value, 70,000,000 shares |
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authorized, 8,265,300 issued and outstanding |
8,265 | 8,265 | ||||||
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Paid in Capital in Excess of Par |
6,465 | 6,465 | ||||||
| Subscription receivable | (250 | ) | (250 | ) | ||||
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Retained Deficit |
(150,902 | ) | (140,973 | ) | ||||
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- | - | ||||||
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Total Stockholders Equity and Deficit |
(136,422 | ) | (126,493 | ) | ||||
| $ | 9,484 | $ | 12,734 | |||||
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Continuing operations (Note 1) |
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The accompanying notes are integral part of these financial statements
F-1
| GEORGIA INTERNATIONAL MINING CORPORATION | ||||||||||||||||||||
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(An Exploration Stage Company) |
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Consolidated Statement of Operations |
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For the Nine Months Ended September 30, 2009 |
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(US Dollars) |
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(Unaudited) |
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| Cumulative From | ||||||||||||||||||||
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Three months |
Three months |
Nine months |
Nine months |
January 19, 2005 | ||||||||||||||||
|
ended
September 30,
2009 |
ended
September 30,
2008 |
ended
September 30,
2009 |
ended
September 30,
2008 |
(Date of Inception) to September 30,
2009 |
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Revenue |
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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General and administrative expenses |
2,854 | 4,937 | 9,929 | 18,633 | 115,902 | |||||||||||||||
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Operating Loss |
(2,854 | ) | (4,937 | ) | (9,929 | ) | (18,633 | ) | (115,902 | ) | ||||||||||
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Other Items |
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Writedown of mineral property |
- | - | - | - | 35,000 | |||||||||||||||
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Net Income before income taxes |
(2,854 | ) | (4,937 | ) | (9,929 | ) | (18,633 | ) | (151,902 | ) | ||||||||||
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Provision for Income taxes |
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Net Loss after taxes |
$ | (2,854 | ) | $ | (4,937 | ) | $ | (9,929 | ) | $ | (18,633 | ) | $ | (150,902 | ) | |||||
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Net loss per weighted-average share - |
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Basic |
$ | (0.000 | ) | $ | (0.001 | ) | $ | (0.001 | ) | $ | (0.002 | ) | |||||
| Fully diluted | $ | (0.000 | ) | $ | (0.001 | ) | $ | (0.001 | ) | $ | (0.002 | ) | |||||
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Weighted average number of common shares outstanding: |
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Basic |
8,265,300 | 8,265,300 | 8,265,300 | 8,265,300 | |||||||||||||
| Fully diluted | 8,330,600 | 8,330,600 | 8,330,600 | 8,330,600 | |||||||||||||
The accompanying notes are an integral part of these financial statements
F-2
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GEORGIA INTERNATIONAL MINING CORPORATION |
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(An Exploration Stage Company) |
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Consolidated Statement of Changes in Cash Flows |
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For the Nine Months Ended September 30, 2009 |
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(US Dollars) |
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(Unaudited) |
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September 30,
2009 |
September 30,
2008 |
Cumulative From January 19, 2005 (Date of Inception) to September 30,
2009 |
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Operating activities: |
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Net (Loss), per Exhibit “B” |
$ | (9,929 | ) | (18,633 | ) | $ | (150,902 | ) | ||||
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Net change in non-cash working capital |
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Prepaid expenses |
- | 8,766 | - | |||||||||
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Accounts payable |
(6,440 | ) | 701 | 1,000 | ||||||||
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Writedown of mineral property |
- | - | 35,000 | |||||||||
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Cash flows (used in) operating activities |
(16,369 | ) | (9,166 | ) | (114,902 | ) | ||||||
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Investing activity: |
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Purchase of mineral properties |
- | - | (42,038 | ) | ||||||||
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Cash flows (used in) investing activities |
- | - | (42,038 | ) | ||||||||
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Financing activities: |
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Loans from related parties |
13,119 | 8,503 | 144,906 | |||||||||
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Common shares issued |
- | - | 14,480 | |||||||||
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Cash flows from financing activities |
13,119 | 8,503 | 159,386 | |||||||||
| - | - | - | ||||||||||
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Net increase ( decrease) in cash |
(3,250 | ) | ( 663 | ) | 2,446 | |||||||
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Cash, beginning of period |
5,696 | 3,580 | - | |||||||||
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Cash, end of period |
$ | 2,446 | $ | 2,917 | $ | 2,446 | ||||||
The accompanying notes are an integral part of these financial statements
F-3
GEORGIA INTERNATIONAL MINING CORPORATION
(An Exploration Stage Company)Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2009
(Unaudited)
1. Exploration Stage Company
Georgia International Mining Corporation (“the “Company”) was incorporated under the laws of the State of Nevada on January 19, 2005 with authorized common stock of 70,000,000 shares at $0.001 par value. Georgia was organized for the purpose of conducting mining exploration, developing mining sites and producing
minerals to the consumer markets. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.
These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenues since inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations.
As at September 30, 2009, the Company has a working capital deficit of $143,210 and has accumulated losses of $150,902 since inception. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
2. Summary of Significant Accounting Policies
a) Basis of Presentation and Consolidation
These consolidated financial statements and related notes are presented in US dollars. These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, E G Gold Mines Canada, Inc. (“E G Gold”), a company incorporated in the Province of British Columbia, Canada, on December 13,
2006. All intercompany transactions and balances have been eliminated. The Company’s fiscal year end is December 31.
b) Interim Financial Statements
The unaudited interim consolidated financial statements are presented in United States dollars. Accordingly, they do not include all of the information and footnotes required for complete financial statements. The unaudited interim consolidated financial statements have been prepared in accordance with the accounting principles and
policies described in the Company’s annual consolidated financial statements for the year ended December 31, 2008, and should be read in conjunction with those statements. In the opinion of management, all adjustments (consisting of normal and recurring accruals) considered necessary for fair presentation of the Company’s financial position, results of operations and cash flows have been included. Operating results for the nine month period ended September 30, 2009 are not necessarily indicative
of the results that may be expected for the year ended December 31, 2009.
F-4
GEORGIA INTERNATIONAL MINING CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2009
(Unaudited)
2. Summary of Significant Accounting Policies (continued)
c) Use of Estimates
The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during
the reporting period. The Company regularly evaluates estimates and assumptions related to donated expenses, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
d) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of six months or less at the time of issuance to be cash equivalents.
e) Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options,
using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
f) Financial Instruments
The fair values of cash, investments, accounts payable, accrued liabilities, amounts due to shareholders and amounts due to related parties, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars.
The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
F-5
GEORGIA INTERNATIONAL MINING CORPORATION
(An Exploration Stage Company)Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2009
(Unaudited)
2. Summary of Significant Accounting Principles (continued)
g) Foreign Currency Transactions/Balances
The Company’s functional currency is the United States dollar. The consolidated financial statements of the Company are translated to United States dollars using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances
are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these consolidated financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
The functional currency of the wholly owned subsidiary is the Canadian dollar. The financial statements of the subsidiary are translated to United States dollars in accordance with SFAS No. 52 using period-end rates of exchange for assets and liabilities, and average rates of exchange for the year for revenues and expenses. Translation
gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in current operations.
h) Mineral Property Costs
The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with EITF 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate
financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. In the event that mineral property acquisition costs are paid with Company shares, those shares are valued at market at the time the shares are due.
Mineral property exploration costs are expensed as incurred. When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment
or issue the shares. Because option payments do not meet the definition of tangible property under EITF 04-2, all option payments are expensed as incurred.
When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre feasibility, the costs incurred to develop such property are capitalized. Estimated future removal and site restoration costs, when determinable are provided over the life of
proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.
F-6
GEORGIA INTERNATIONAL MINING CORPORATION
(An Exploration Stage Company)Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2009
(Unaudited)
2. Summary of Significant Accounting Principles (continued)
i) Long-Lived Assets
The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the
business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.
Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying
amount is not recoverable and exceeds fair value.
j) Revenue Recognition
The Company derives its revenue from mineral rights . Revenue from these sales are recognized when the actual payments are received.
k) Comprehensive Loss
As at September 30, 2009, the Company’s only component of comprehensive loss was foreign currency translation adjustments.
l) Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in
future years.
m) Stock-based Compensation
Prior to January 1, 2006, the Company accounted for stock-based awards under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” using the intrinsic value method of accounting, under which
compensation expense was only recognized if the exercise price of the Company’s employee stock options was less than the market price of the underlying common stock on the date of grant. The Company has not issued any stock options or share based payments since its inception.
F-7
GEORGIA INTERNATIONAL MINING CORPORATION
(An Exploration Stage Company)Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2009
(Unaudited)
2. Summary of Significant Accounting Principles (continued)
n) Recent Accounting Pronouncements
In September 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standards Update 2009-01, Topic 105- Generally Accepted Accounting Principles Amendments based on Statement of Financial Accounting Standards (“SFAS”) No. 168-The
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“Topic 105”). Topic 105 establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative U.S. generally accepted accounting principles (“U.S. GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority
of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. Topic 105 and the Codification are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Codification superseded all existing non-SEC accounting and reporting standards. All other nongrandfathered, non-SEC accounting literature not included in the Codification became nonauthoritative. Following Topic 105, the FASB will not issue new standards in the form
of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, the FASB will issue FASB Accounting Standards Updates (“ASU”), which will serve only to: (a) update the Codification; (b) provide background information about the guidance; and (c) provide the bases for conclusions on the change(s) in the Codification. The U.S. GAAP hierarchy will be modified to include only two levels; authoritative and nonauthoritative. In the FASB’s view, the Codification
will not change U.S. GAAP. The adoption of Topic 105 did not have a material impact on the Company’s financial position or results of operations. It does, however, change the references to specific U.S. GAAP contained within the consolidated financial statements, notes thereto and information contained in the Company’s filings with the SEC.
In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), Business Combinations, or SFAS 141(R). SFAS 141(R) applies to all transactions or events in which an entity obtains control of one or more businesses, including those effected without the
transfer of consideration, for example, by contract or through a lapse of minority veto rights. SFAS 141(R) requires the acquiring entity in a business combination to recognize the full fair value of assets acquired and liabilities assumed in the transaction (whether a full or partial acquisition); establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; requires expensing of most transaction and restructuring costs; and requires the acquirer to
disclose to investors and other users all of the information needed to evaluate and understand the nature and financial effect of the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008, and early adoption is not permitted. Management does not believe that the adoption will have a material impact on the Company’s consolidated results of operations or financial position
In December 2007, the FASB issued Statement of Financial Accounting Standards No.160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No.51 , or SFAS 160. SFAS 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in
a consolidated entity which should be reported as equity in the parent’s consolidated financial statements. SFAS 160 requires a reconciliation of the beginning and ending balances of equity attributable to noncontrolling interests and disclosure, on the face of the consolidated income statement, of those amounts of consolidated net income attributable to the noncontrolling interests, eliminating the past practice of reporting these amounts as an adjustment in arriving at consolidated net income. SFAS 160
requires a parent to recognize a gain or loss in net income when a subsidiary is deconsolidated and requires the parent to attribute to noncontrolling interests their share of losses even if such attribution results in a deficit noncontrolling interests balance within the parent’s equity accounts. SFAS 160 is effective for fiscal years beginning after December 15, 2008 and requires retroactive application of the presentation and disclosure requirements for all periods presented. Early adoption is not
permitted. Management does not believe that the adoption will have a material impact on the Company’s consolidated results of operations or financial position.
F-8
GEORGIA INTERNATIONAL MINING CORPORATION
(An Exploration Stage Company)Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2009
(Unaudited)
2. Summary of Significant Accounting Principles (continued)
n) Recent Accounting Pronouncements (continued)
In February 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 157-1, Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under
Statement 13 and FSP No. 157-2, Effective Date of FASB Statement No. 157 , which collectively remove certain leasing transactions from the scope of SFAS 157 and partially delay the effective date of SFAS 157 for one year for certain nonfinancial assets and liabilities. In October 2008, the FASB issued FSP SFAS 157-3, Determining the Fair Value of a Financial
Asset When the Market for That Asset Is Not Active , which clarifies the application of SFAS No. 157 in an inactive market and illustrates how an entity would determine fair value when the market for a financial asset is not active. The adoption of FSP No. 157-1, FSP No. 157-2 and FSP No. 157-3 has no material impact on the Company’s consolidated results of operations and financial condition.
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities- an amendment of FASB Statement No. 133 , or SFAS 161. SFAS 161 applies to all derivative instruments and related hedged items accounted for under SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities (“SFAS 133”). SFAS 161 requires entities to provide greater transparency about how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and how derivative instruments and related hedged items affect an entity’s financial position, results of operations and cash flows. SFAS 161 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008. Due to the Company’s minimal use of derivative instruments, management does not believe that the adoption will have a material impact on the Company’s consolidated results of operations or financial position.
In April 2008, the FASB issued FSP No. FAS 142-3, Determination of the Useful Life of Intangible Assets. FSP142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under
SFAS 142, and applies to (1) intangible assets that are acquired individually or with a group of other assets and (2) both intangible assets acquired in business combinations and asset acquisitions. FSP 142-3 also requires entities to disclose information for all intangible assets, recognized as of and subsequent to the effective date of FSP 142-3 to provide effects of the entity’s intent or ability to renew or extend the arrangement associated with the intangible assets on expected cash flows
associated with the intangible assets. FSP 142-3 is effective for intangible assets acquired after December 15, 2008 and early application is prohibited. Management does not expect that the adoption will have a material impact on the consolidated results of operations or financial position.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities (“FSP FAS 140-4 and FIN46 (R)-8”), which amends Statement of Accounting
Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities—a replacement for FASB Statement No. 125 (“SFAS 140”) to require public entities to provide additional disclosures about transferors’ continuing involvement with transferred financial assets and amends FASB Interpretation (“FIN”) No. 46 (revised December 2003), Consolidation
of Variable Interest Entities—an interpretation of ARB No. 51 (“FIN 46R”) to require public enterprises, including sponsors that have a variable interest in a VIE, to provide additional disclosures about their involvement with VIEs. FSP FAS 140-4 and FIN 46 (R) is effective for the Company’s financial statements for the year ended December 31, 2008. The adoption of FSP FAS 140-4 and FIN 46 (R)-8 did not impact the Company’s consolidated results of
operations, cash flows or financial position.
F-9
GEORGIA INTERNATIONAL MINING CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2009
(Unaudited)
2. Summary of Significant Accounting Principles (continued)
o) Reclassifications
Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current period’s presentation. A subscription receivable has been adjusted to Excess paid in capital. This restatement has no affect on any income from operations, net income and per share for any of the prior
interim periods.
3. Mineral Property Interest
On July 30, 2005 Georgia signed an option agreement with Firstline Environmental Solutions Inc, A Florida Corporation “FESI” to purchase three mineral claims numbers; 506335, 506336 and 506337 located in the Cariboo District, British Columbia. The claims are part of the Burns Group Mineral Claim that, encompass 3,900 hectare
or 12,000 acres. The option price is $285,000 of which, $35,000 was paid upon signing the agreement and the remaining balance of $250,000 is payable on two installments (i) $125,000 due on June 30, 2007 and (ii) $125,000 due on June 2008.
The agreement stipulates that Georgia must commence mineral exploration on the properties as soon its securities are listed on a public market, and will have one year from that date to complete its exploration program on the three mineral claims. FESI may cancel this agreement and Georgia will not be entitled to recover its $35,000 investment
in the event that Georgia does not complete the exploration by June 30, 2007.
On June 30, 2007, the option to purchase the three mineral claims expired as the Company was unable to pay the installment of $125,000, due June 30, 2007 and complete its required exploration program on the claims. Pursuant to the option agreement, the Company will not be entitled to recover its initial $35,000 investment in said claims,
and the amount has been written off in the financial statements.
On January 8, 2007 the Company’s wholly owned subsidiary, E G Gold Mines Inc. entered into an agreement with the President to acquire 100% of his rights to mineral claim #204547 which is located approximately 40 miles south of Wells, British Columbia, Canada. The claim is situated in the Caribou Mountains and contains 25
cells (approximately 1,500 acres) of gold mining property
The purchase price is $7,038 USD ($8,010 CDN) which is the same amount the President paid for the claim on original acquisition including the $10 CDN registration fee. The parties have signed a promissory note whereby the full amount of $7,038 is due on demand, has no specific terms of repayment, is non-interest bearing and is unsecured.
4. Related Party Transactions
During the period ended September 30, 2009 the Company’s President and Director loaned the Company $144,906 (December 31, 2008: $131,787) to finance working capital. The loan does not bear any interest and no specific repayment date.
All loans are recorded at face value and are expected to be paid during the 2009 fiscal year. As such, these loans are recorded as current liabilities.
5. Common Stock
The company has issued 8,265,300 common shares.
F-10
Item 2. Management’s Discussion and Analysis or Plan of Operation.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Form 10-Q.
SEC Rule 405 under the Securities Exchange Act defines a "shell company" as a registrant with no or nominal operations and no or nominal assets or just assets consisting entirely of cash. A shell company is required to identify itself as such on the cover page of its periodic SEC reports. In the event of certain corporate reorganizations
effecting a change in control of the SEC reporting company with an otherwise privately held company, a shell company is required to make extensive additional disclosures regarding the shell company and the privately held company whose objective may be to become an SEC reporting, public company. We have identified ourselves as a shell company because of our limited operations and assets to date. It is not our plan or intention to seek out or entertain proposals for reorganization of our company
with any other company which would result in a change in control or change in our business objective of being a successful mining company. The point at which a potential shell company's operations and assets would no longer be considered nominal is not defined in the Rule and has not been clarified by any SEC pronouncements or judicial interpretations. We intend to re-evaluate our operations and assets as well as any additional legal clarification prior to the filing of every report to
determine if it is appropriate to change our self determined status.
Forward-Looking Statements
This discussion contains forward-looking statements that involve risks and uncertainties. All statements regarding future events, our future financial performance and operating results, our business strategy and our financing plans are forward-looking statements. In many cases, you can identify forward-looking statements by terminology, such
as “may”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions. Known and unknown risks, uncertainties and other factors could cause our actual results to differ materially from those projected
in any forward-looking statements. We do not intend to update these forward-looking statements.
Overview
Georgia International Mining Corp. (referred to herein as the “Company”, “we”, “us” and “our”) is primarily engaged in the mining business and the purpose of the company is to explore minerals for commercial use. The main focus is on the precious metal such as gold, diamond and silver.
The secondary focus will be on the prime industrial metals such as copper and zinc. The mineralization focus is based on the market breadth and width for each type of mineral. The precious metals are used to hedge against economic fluctuations and for personal use, such as jewelry, and therefore its market is much greater then the industrial metals which, depends on economic conditions related to the manufacturing sector.
We will be engaged in the exploration of potential commercial mineral deposits. The current claims are without any known reserves.
Georgia International Mining Corporation was incorporated on January 19, 2005 in the State of Nevada. Upon formation, 8,200,000 shares were issued to twenty-two investors, including our officers and director for $8,200 or $0.001 per share. Our past president and director, Mark Hague purchased 4,000,000 shares. There
are no bankruptcy, receivership, or similar proceedings against the parent or operating subsidiary.
On July 30, 2005 Georgia signed an option agreement with Firstline Environmental Solutions Inc, A Florida Corporation “FESI” to purchase three mineral claims numbers; 506335, 506336 and 506337 located in the Caribou District, British Columbia. The claims are part of the Burns Group Mineral Claim that, encompass 3,900 hectare or
12,000 acres. The option price is $285,000 of which, $35,000 was paid upon signing the agreement and the remaining balance of $250,000 is payable on two installments (i) $125,000 due on June 30, 2007 and (ii) $125,000 due on June 2008.
The agreement stipulates that Georgia must commence mineral exploration on the properties as soon its securities are listed on a public market, and will have one year from that date to complete its exploration program on the three
mineral claims. FESI may cancel this agreement and Georgia will not be entitled to recover its $35,000 investment in the event that Georgia does not complete the exploration by June 30, 2007.
On June 30, 2007, the option to purchase the three mineral claims expired as the Company was unable to pay the installment of $125,000, due June 30, 2007 and complete its required exploration program on the claims. Pursuant to the option agreement, the Company will not be entitled to recover its initial $35,000 investment in said claims,
and the amount has been written off in the financial statements.
On December 13, 2006, Georgia International Mining Corporation incorporated a British Columbia subsidiary named EG Mines Canada, Inc. EG Mines Canada, Inc. purchased a mining claim from the president of GIMC on January 8, 2007. The purchase price is the same value the President paid for the property in the amount of $7,038.00
($8,000 CDN plus $10 CDN registration fee). The property claim number is 529404, in the Caribou Mountains, 40 miles south of Wells. The past president, Mark Hague, accepted a promissory note in the amount of $7.038.
Subsequently, we have started the process of setting up an Ontario subsidiary in the name of EG Mines (Ont) Inc. The name was reserved and the incorporation documents submitted.
From December 13 to December 18, 2006, GIMC conducted a shareholder vote via telephone to vote on a name change from Georgia International Mining Corporation to Empire Gold Mines, Inc. The company received 100% of the votes in favour of the name change and will submit to the Nevada Secretary of State the company’s amended
articles during the fiscal year.
Our accumulated deficit as of the period ended on September 30, 2009 was $ 150,902 and as of December 31, 2008, the accumulated deficit was $140,973. During the period ended September 30, 2009, the deficit increased by $9,929. The discussion below provides an overview of our operations, discusses our results
of operations, our plan of operations and our liquidity and capital resources.
The following analysis of the results of operations and financial condition of the company for the period ending September 30, 2009 should be read in conjunction with the company’s consolidated financial statements, including the notes thereto contained elsewhere in this form 10-Q. Our financial statements are stated in United States
Dollars
Discussion of Operations & Financial Condition
During the nine months ended September 30, 2009 the Company recorded a net loss of $9,929 as compared to a loss of $ 18,633 for the nine months ended September 30, 2008. This is a decrease in the loss of approximately $8,704. The loss is represents $.02 per common share on a cumulative basis since inception.
The Company has not yet generated any revenues from its Mineral Exploration Program. Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional equity financing.
Selected financial information
|
September 30, 2009 |
September 30, 2008 |
|||||||
|
Revenues |
Nil |
Nil |
||||||
|
Net Loss |
$ |
9,929 |
$ |
18,633 |
||||
|
Loss per share-basic and diluted (cumulative) |
$ |
.001 |
$ |
.002 |
||||
|
Total Assets |
$ |
9,484 |
$ |
9,954 |
||||
|
Total Liabilities |
$ |
145,906 |
$ |
125,427 |
||||
|
Cash dividends declared per share |
Nil |
Nil |
||||||
As of September 30, 2009, Georgia had total liabilities of $ 145,906 consisting of $1,000 in accounts payable and accrued liabilities and $ 144,906 due to related parties. Liabilities increased approximately $20,479 from September 30, 2008 due to an increase in amounts due to related parties of $21,979
less a reduction in accounts payables of $1,500.
Georgia's current assets at September 30, 2009, consisted of $ 2,446 in cash which decreased from $ 2,915 as of September 30, 2008, as well as $ 250.00 in subscriptions receivable and $0.00 in prepaid expenses. Total assets as of September 30, 2009 were $9,7234 with Mineral claims
recorded at $ 7,038..
Revenues
No revenue was generated by the Company's operations during the nine months ended September 30, 2009 nor since inception January 19, 2005.
Net Loss
The Company's expenses are reflected in the Statements of Operations under the category of Expenses. To meet the criteria of United States FASB all exploration and general and administrative costs related to projects are charged to operations in the year incurred.
The significant components of expense that have contributed to the operating loss of $ 9,929consist of accounting and audit, legal and transfer agent fees, in the amounts of $3,600 ,$1,880 and , $4,076 respectively.
Plan of Operations
Our plan of operations for the next twelve months is to raise the $1,000,000 capital as per our SB2 filing and principally use the offering proceeds to finance the drilling program and to provide working capital necessary to complete the exploration and drilling phase for our mineral properties. There is no guarantee we will raise all or any
of the one million funds pursuant to the SB2 offering, in which case we would have to reduce or cancel our drill program and therefore lessen our chances to find valuable commercial deposits.
On December 8, 2006 GIMC received confirmation for the name reservation of Empire Gold Mines, Inc. From December 13 to December 18, 2006, GIMC conducted a shareholder vote via telephone to vote on a name change from Georgia International Mining Corporation to Empire Gold Mines, Inc. The company received 100% of the votes
in favour of the name change. On January 22, 2007, the company prepared and filed its amended Articles with the State of Nevada changing the company name to Empire Gold Mines, Inc. The Company expects to receive confirmation with stamped file copies in due course.
On December 13, 2006, Georgia International Mining Corporation incorporated a British Columbia subsidiary named EG Gold Mines, Inc. EG Gold Mines, Inc. also purchased a mining claim from the president of GIMC on January 8, 2007. The purchase price is the same value the President paid for the property in the amount of $7.038.00 ($8,000
CDN plus $10 CDN registration fee). The property claim number is 529404, in the Caribou Mountains, 40 miles south of Wells and in close proximity to the above noted three claims on the Burns Group Mineral Claim.
Our objective is to conduct exploration activities on our mineral claim to assess whether the claim possesses any commercially viable gold deposits. Access to the claim is restricted to the period of June 1 to October 15 of each year due to snow in the area. This means that our exploration activities are limited to a period of about
four and a half months per year.
We cannot predict with certainty what revenues we can expect during the next twelve months, and we believe that we probably will have enough revenue, when added to our cash on hand, to pay our operating expenses for the next twelve months. We anticipate that we will raise additional capital to expand our operations. We cannot guarantee that
we will be able to raise that capital, in which event; our operations may be required to be curtailed.
Liquidity and Capital Resources
Overview – Quarter-ended September30, 2009
We had cash of $ 2,446 as of September 30, 2009, compared to cash of $2,915 as of September 30, 2008. We had a working capital deficiency of $143,460 as of September 30, 2009, compared to a working capital deficiency of $122,261 as of September 30, 2008.
Cash and Working Capital
The Company’s assets are recorded at the lower of cost or market value and the total assets at September 30, 2009 were $9,484. The Company’s cash inflow has been generated mainly from shareholder loans, short-term loans and issuance of common stock with no recorded revenues since inception.
Management continually reviews its overall capital and funding needs to ensure that the capital base can support the estimated needs of the business. These reviews take into account current business needs as well as the Company’s future capital requirements. Based upon these reviews, to take advantage of strong market conditions and
to fully implement our expansion strategy, management believes that the Company will continue to increase our net capital through the proceeds from sales of our securities. The Company currently maintains minimal cash balances and is funded by management and shareholder loans to satisfy monthly cash requirements in the interim of raising external funding.
Cash Used in Operating Activities
Cash used in operating activities was $16,369 for the nine months ended September 30, 2009 compared to $ 9,166 for September 30, 2008. We funded the cash used in operating activities primarily through shareholders loans and equity issues of our common shares.
Investing Activities
We undertook no investing activities during the nine months ended September 30, 2009, while investing activities of $ 0 for acquisition of the mineral claims discussed above were incurred during the nine months ended September 30, 2008. We anticipate continuing to rely on equity sales of our common shares in order to continue
to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. In March 2007, the Company authorized subscription agreements for 65,300 common shares pursuant to the issuer’s Registration Statement filed on Form SB-2 which became effective February 14, 2007. The total proceeds of $6,280 were deposited in April 2007 and the shares were issued April 18, 2007. There is still an outstanding amount of $250 which has been collected subsequent to the period
end.
We will continue to have professional fees and those fees may increase because of our reporting status and the required filings for requisite quarterly and annual reports with the Securities and Exchange Commission. We expect that we will have additional filings whereby our auditors may be required to prepare further financial reports. We
are aware that audit fees have generally increased as a function of the increased reporting requirements mandated by the recently enacted Sarbanes-Oxley Act. We are optimistic that our business activities will increase, which will require auditing procedures over a greater transaction base.
We expect our other administrative expenses to increase in the next quarter as our legal fees may increase as we further our strategic goals and additional advice and/or opinions may be required.
Due to the foregoing factors, our operating results are difficult to forecast. You should evaluate our prospects in light of the risk, expenses and difficulties commonly encountered by comparable development-stage companies in rapidly evolving markets. We cannot assure you that we will successfully address such risks
and challenges. In addition, even though we have an operational business with revenues, we cannot assure you that our revenues will increase or that we will become profitable in the future.
Going Concern
Our financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/ or to obtain the necessary financing to meet
our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.
Other Information - Certain Relationships and Related Transactions
We intend that any transactions between us and our officers, directors, principal stockholders, affiliates or advisors will be on terms no less favorable to us than those reasonably obtainable from third parties. To date, several related party transactions have taken place.
As of September 30, 2009 the total amount owing to the a shareholder is $144,906 for consideration/monies advanced to date.
Item 3. Quantitative and Qualitative Disclosures about Market Risks
Georgia Mining International Corp. currently invests its cash balances, in excess of its current needs in an interest bearing checking account. The Company does not invest for the purposes of trading in securities. Additionally, the company does not have any significant market risk exposure at September 30, 2009.
Item 4. Controls and Procedures.
Management has evaluated, with the participation of our Principal Executive Officer and Principal Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of the end of the period covered by this report. Based upon this evaluation, our Principal
Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. There have been no significant changes in our internal controls over financial reporting that
occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 4T. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the
Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officer has concluded that the Company’s disclosure controls and procedures are effective in reaching that level of assurance.
As of the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material pending legal proceedings to which the Company is a party or to which any of its property is subject.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security-Holders.
None.
Item 5. Other Information.
On September 8, 2009, the company filed an 8-K/A to disclose the Change in Auditor. Our audited statements reported March 30, 2009 for our December 31, 2008 should not be affected.
Item 6. Subsequent Events
We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. No events
occurred as of December 4, 2009 that would have any effect on these financial statements.
Item 7. Exhibits.
In accordance with the requirements of the Exchange Act, the Registrant caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
|
GEORGIA INTERNATIONAL MINING CORP. |
|||||
|
(Registrant) |
|||||
|
Dated: |
December 4, 2009 |
By: |
/s/ Edmond Forister |
||
|
Edmond Forister, |
|||||
|
Chief Executive Officer |
|||||
|
(Principal Executive Officer) Chief Financial |
|||||
|
Officer, Chief Accounting Officer |
|||||
|
(Principal Financial Officer) |
|||||
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