Attached files
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EX-99.1 - CERTIFICATE RULE 13A-14A TERRY STIMPSON, CEO - Mackenzie Taylor Minerals Inc. | certrule13a14atstimpsonceo.htm |
EX-99.4 - CERTIFICATE 18 U.S.C. SECT 1350 K. O'LEARY, CFO - Mackenzie Taylor Minerals Inc. | certsect906kendallolearycfo.htm |
EX-99.2 - CERTIFICATE 18 U.S.C. SECT 1350 T. STIMPSON, CEO - Mackenzie Taylor Minerals Inc. | certsect906terrystimpsonceo.htm |
EX-99.3 - CERTIFICATE RULE 13A-14A KENDALL O'LEARY, CFO - Mackenzie Taylor Minerals Inc. | certrule13a14akendolearycfo.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(X
)
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF
1934
|
For
the quarter period ended January 31,
2010
|
( )
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
1934
|
For
the transition period
form
to
|
|
Commission
File number 333-140170
|
|
MACKENZIE TAYLOR
MINERALS INC.
|
(Exact
name of registrant as specified in its charter)
Nevada
|
98-0505186
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification
No.)
|
Suite 904 – 228 26th Avenue S.W., Calgary, Alberta, Canada, T2S
3C6
|
(Address
of principal executive offices)
|
1-702-755-7406
|
(Issuer’s
telephone number)
|
N/A
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.
Large
accelerated
filer [ ] Accelerated
filer [ ]
Non-accelerated
filer [ ] (Do not check
if a small reporting
company) Small
reporting company [X]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes
[ ] No [X]
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PROCEDING FIVE YEARS
Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes
□ No □
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:
March 1,
2010: 113,310,000 common shares
-1-
INDEX
Page
Number
|
||
PART
1.
|
FINANCIAL
INFORMATION
|
|
ITEM 1.
|
Financial
Statements (unaudited)
|
3
|
Balance
Sheets as at January 31, 2010 and October 31, 2009
|
4
|
|
Statement
of Operations
For
the three months ended January 31, 2010 and 2009 and for the period
January 23, 2006 (Date of Inception) to January 31, 2010
|
5
|
|
Statement
of Cash Flows
For
the three months ended January 31, 2010 and 2009 and for the period
January 23, 2006 (Date of Inception) to January 31,
2010
|
6
|
|
Notes
to the Financial Statements.
|
7
|
|
ITEM 2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
11
|
ITEM 3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
15
|
ITEM 4.
|
Controls
and Procedures
|
16
|
ITEM 4T
|
Controls
and Procedures
|
16
|
PART
11.
|
OTHER
INFORMATION
|
17
|
ITEM 1.
|
Legal
Proceedings
|
17
|
ITEM 1A
|
Risk
Factors
|
17
|
ITEM 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
19
|
ITEM 3.
|
Defaults
Upon Senior Securities
|
19
|
ITEM 4.
|
Submission
of Matters to a Vote of Security Holders
|
19
|
ITEM 5.
|
Other
Information
|
19
|
ITEM 6.
|
Exhibits
|
19
|
SIGNATURES.
|
20
|
|
-2-
PART
1 – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
The
accompanying balance sheets of Mackenzie Taylor Minerals Inc. (Pre-exploration
stage company) at January 31, 2010 (with comparative figures as at October 31,
2009) and the statement of operations for the three months ended January 31,
2010 and 2009 and for the period from January 23, 2006 (date of incorporation)
to January 31, 2010 and the statement of cash flows for the three months ended
January 31, 2010 and 2009 and for the period from January 23, 2006 (date of
incorporation) to January 31, 2010 have been prepared by the Company’s
management in conformity with accounting principles generally accepted in the
United States of America. In the opinion of management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature.
Operating
results for the quarter ended January 31, 2010 are not necessarily indicative of
the results that can be expected for the year ending October 31,
2010.
-3-
MACKENZIE
TAYLOR MINERALS INC.
(Pre-exploration
Stage Company)
Balance
Sheets
(Unaudited
– Prepared by Management)
January
31, 2010
|
October
31, 2009
|
|
(Unaudited)
|
(Audited)
|
|
Assets
|
||
Current
Assets
|
||
Cash
|
$ 1,084
|
$ 5,082
|
Total current
assets
|
$ 1,084
|
$ 5,082
|
Liabilities and Shareholders’
Deficiency
|
||
Current
Liabilities:
|
||
Accounts payable and accrued
liabilities
|
$ 24,599
|
$ 25,199
|
Indebtedness to related parties
(Note 4)
|
120,184
|
116,629
|
Total current
liabilities
|
144,783
|
141,828
|
Shareholders’
deficiency
|
||
500,000,000 shares authorized, at
$0.001 par value
113,310,000 shares issued and
outstanding
|
113,310
|
113,310
|
Capital in excess of par
value
|
(71,460)
|
(71,460)
|
Deficit accumulated during the
pre-exploration stage
|
(185,549)
|
(178,596)
|
Total Shareholders’
Deficiency
|
(143,699)
|
(136,746)
|
|
||
|
$ 1,084
|
$ 5,082
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-4-
MACKENZIE
TAYLOR MINERALS INC.
(Pre-exploration
Stage Company)
Statement
of Operations
For
the three months ended January 31, 2010 and 2009 and for the period
from
January
23, 2006 (date of inception) to January 31, 2010
(Unaudited
– Prepared by Management)
Three
months
ended
January
31, 2010
|
Three
months
ended
January
31, 2009
|
January
23, 2006 (date of inception)
through
January 31, 2010
|
|
REVENUE
|
$ -
|
$ -
|
$ -
|
EXPENSES
|
|||
Accounting
and audit
|
1,750
|
1,750
|
34,660
|
Bank
charges
|
22
|
50
|
664
|
Consulting
fees
|
-
|
-
|
17,000
|
Edgarizing
|
150
|
150
|
2,675
|
Exploration
costs
|
-
|
-
|
13,682
|
Filing
fees
|
-
|
-
|
3,507
|
Geology
report
|
-
|
-
|
5,000
|
Incorporation
costs
|
-
|
-
|
920
|
Legal
fees
|
-
|
-
|
4,000
|
Management
fees
|
3,000
|
3,000
|
78,941
|
Office
|
56
|
359
|
3,913
|
Rent
|
900
|
900
|
12,000
|
Telephone
|
-
|
-
|
337
|
Transfer
agent fees
|
1,075
|
2,825
|
8,250
|
NET
LOSS FROM OPERATIONS
|
$ (6,953)
|
$ (9,034)
|
$ (185,549)
|
NET
LOSS PER COMMON SHARE
|
|||
Basic
and diluted
|
$ (0.00)
|
$ (0.00)
|
|
AVERAGE
OUTSTANDING SHARES
|
|||
Basic
|
113,310,000
|
113,310,000
|
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-5-
MACKENZIE
TAYLOR MINERALS INC.
(Pre-exploration
Stage Company)
Statement
of Cash Flows
For
the three months ended January 31, 2010 and 2009 and for the period from January
23, 2006 (date of inception) to January 31, 2010
(Unaudited
– Prepared by Management)
Three
months
ended
January 31, 2010
|
Three
months
ended
January 31, 2009
|
January
23, 2006
(Inception
through
January 31, 2010
|
|
Cash
flows from operating activities:
|
|
||
Net loss
|
$ (6,953)
|
$ (9,034)
|
$ (185,549)
|
Adjustments
to reconcile net loss to net
cash
used by operating activities:
|
|||
Changes
in operating assets and liabilities,
|
|||
Accounts payable
|
(600)
|
(440)
|
24,599
|
Net
cash used in operating activities
|
(7,553)
|
(9,474)
|
(160,950)
|
Cash
flows from financing activities
|
|||
Proceeds
from related party debt (Note 4)
|
3,555
|
10,649
|
120,184
|
Proceeds
from issuance of common stock, net of offering costs (Note
5)
|
-
|
_____-
|
41,850
|
Net
cash provided by financing activities
|
3,555
|
10,649
|
162,034
|
Net change in
cash
|
3,998
|
1,175
|
1,084
|
Cash:
|
|||
Beginning
of period
|
5,082
|
3,256
|
-
|
End of period
|
$ 1,084
|
$ 4,431
|
$ 1,084
|
Supplemental
disclosure of cash flow
information:
|
|||
Cash
paid during the period for:
|
|||
Income
taxes
|
$ -
|
$ -
|
|
Interest
|
$ -
|
$ -
|
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-6-
MACKENZIE
TAYLOR MINERALS INC.
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
January
31, 2010
(Unaudited
– Prepared by Management)
1. ORGANIZATION
The
Company, Mackenzie Taylor Minerals Inc. was incorporated under the laws of the
State of Nevada on January 23, 2006 with the authorized capital stock of
200,000,000 shares at $0.001 par value. On July 11, 2008, the
shareholders approved the increase of the authorized share capital from
200,000,000 shares at $0.001 par value to 500,000,000 shares at $0.001 par
value.
The
Company was organized for the purpose of acquiring and developing mineral
properties. At the report date mineral claims, with unknown reserves,
had been acquired. The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached the exploration
stage and is considered to be in the pre-exploration stage.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Accounting
Methods
The
Company recognizes income and expenses based on the accrual method of
accounting.
Dividend
Policy
The
Company has not yet adopted a policy regarding payment of
dividends.
|
Basic and Diluted Net
Income (loss) Per Share
|
|
Basic
net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted
net income (loss) per share amounts are computed using the weighted
average number of common and common equivalent shares outstanding as if
shares had been issued on the exercise of the common share rights unless
the exercise becomes antidulutive and then only the basic per share
amounts are shown in the report.
|
Evaluation of Long-Lived
Assets
The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.
-7-
MACKENZIE
TAYLOR MINERALS INC.
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
January
31, 2010
(Unaudited
– Prepared by Management)
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Income
Taxes
The
Company utilizes the liability method of accounting for income
taxes. Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed. An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.
On
January 31, 2010, the Company had a net operating loss carry forward of $185,549
for income tax purposes. The tax benefit of approximately $55,600
from the loss carry forward has been fully offset by a valuation reserve because
the future tax benefit is undeterminable since the Company is unable to
establish a predictable projection of operating profits for future
years. The losses will expire in 2031.
Foreign Currency
Translations
Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized. The functional currency is considered to be US
dollars.
Revenue
Recognition
Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.
Advertising and Market
Development
The company expenses advertising and
market development costs as incurred.
Financial
Instruments
|
The
carrying amounts of financial instruments are considered by management to
be their fair value due to their short term
maturities.
|
-8-
|
MACKENZIE
TAYLOR MINERALS INC.
|
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
January
31, 2010
(Unaudited
– Prepared by Management)
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Estimates and
Assumptions
Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that
were assumed in preparing these financial statements.
Statement of Cash
Flows
|
|
For
the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be
cash equivalents.
|
Unproven Mining Claim
Costs
Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.
|
Environmental
Requirements
|
|
At
the report date environmental requirements related to the mineral claim
acquired are unknown and therefore any estimate of any future cost cannot
be made.
|
Recent Accounting
Pronouncements
The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.
3. AQUISITION
OF MINERAL CLAIM
|
The
Company acquired three mineral claims, known as the Gold Charms Two,
situated in British Columbia, with an expiration date of December 2, 2010.
The claims may be extended yearly by the payment of $184 Cdn or the
completion of work on the property of $184 Cdn. plus a filing
fee. On the date of this report the Company had not
established the existence of a commercially minable ore deposit on the
claims.
|
-9-
|
MACKENZIE
TAYLOR MINERALS INC.
|
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
January
31, 2010
(Unaudited
– Prepared by Management)
4. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY
Officers-directors
and their families have acquired 79% of the common stock issued and have made no
interest, demand loans to the Company of $120,184.
Officers-directors
are compensated for their services in the amount of a total $1,000 per
month.
5. CAPITAL
STOCK
During
2006, the Company completed a private placement of 90,000,000 post split common
shares for $3,000 to its directors. In July 2007, the Company
completed a private placement of 23,310,000 post split common shares for
$38,850.
|
On
June 11, 2008, the shareholders of the Company approved a 30 to 1 forward
stock split which became effective on that date, resulting in an increase
of the outstanding shares of common stock from 3,777,000 to
113,310,000. The 113,310,000 post split common shares are shown
as split from the date of
inception.
|
6.
|
GOING
CONCERN
|
|
The
Company will need additional working capital to service its debt and to
develop the mineral claims acquired, which raises substantial doubt about
its ability to continue as a going concern. Continuation
of the Company as a going concern is dependent upon obtaining additional
working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through
additional equity funding, and long term financing, which will enable the
Company to operate for the coming
year.
|
7. SUBSEQUENT
EVENTS
The
Company has evaluated subsequent events from the balance sheet date to February
15, 2010 and has found no material subsequent events to report.
-10-
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
The
following discussion should be read in conjunction with the information
contained in the financial statements of Mackenzie Taylor Minerals Inc.
(“Mackenzie Taylor”) and the notes which form an integral part of the financial
statements which are attached hereto.
The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.
Mackenzie
Taylor presently has minimal day-to-day operations; mainly comprising the
maintaining of the Gold Charms Two claims in good standing on an annual basis
and preparing the various reports to be filed with the United States Securities
and Exchange Commission (the “SEC”) as required.
LIQUIDITY
AND CAPITAL RESOURCES
Mackenzie
Taylor has had no revenue since inception and its accumulated deficit is
$185,549. To date, the growth of Mackenzie Taylor has been funded by
the sale of shares and advances by its director in order to meet the
requirements of filing with the SEC and maintaining the Gold Charms Two claims
in good standing.
The plan
of operations during the next twelve months is for us to maintain the Gold
Charms Two claims in good standing with the Province of British Columbia and
meet our filing requirements. Presently we do not have the
funds to consider any additional mineral claims.
Our
management estimates that a minimum of $53,274 will be required over the next
twelve months to pay for such expenses as bookkeeping ($5,250), work undertaken
by the independent accountant ($4,000), Edgar fees ($1,150), filing fees to
maintain Mackenzie Taylor in good standing with the State of Nevada and payment
to our registrant ($475), management fees ($12,000), rent ($3,600), office and
miscellaneous ($1,000), payments to the transfer agent ($1,200) and payment to
third party creditors in the amount of $24,599. At present, we do
have these funds to pay for future expenses and eliminate accounts payable but
any unusual expenses which might be incurred might not be covered unless
management is will to give further advances to us. Our future
operations and growth is dependent on our ability to raise capital for expansion
and to seek revenue sources.
On June
11, 2008, the shareholders of the Company approved a 30 to 1 forward stock
split, resulting in an increase of the outstanding shares of common stock from
3,777,000 to 113,310,000. The 113,310,000 post split common shares
are shown as split from the date of inception.
RESULTS
OF OPERATIONS
Our
Mineral Property
In March
2006 we purchased a mineral property, the Gold Charms Two (hereinafter the “Gold
Charms claim”), in British Columbia, Canada from R. Billingsley, a
non-affiliated third party for the sum of $3,182. We are
required to pay a maintenance fee of $167 (CDN $184) to the Government of
British Columbia on our mineral claim each year until such time as we are able
to perform exploration work on the Gold Charms claim. In other words,
we can maintain our interest in the Gold Charms claim by conducting exploration
work on the claim, or failing that, by paying the aforementioned ‘maintenance
fee’. Therefore, in the late summer and fall of 2007, we engaged the
services of an independent consultant to explore our mineral claim at a cost of
$10,000.
-11-
Claims
The
following table provides the tenure number, claim name, date of record and
expiry date as follows:
Tenure
525990
|
Claim Name
Gold
Charms Two
|
Date of Recording
Jan.
21, 2006
|
Date of Expiration
December
2, 2010
|
We have
done sufficient work on our claim during 2007 to maintain the claim in good
standing until 2010.
Location
and Access
The
property is situated in southwestern British Columbia approximately 2.5
kilometers southeast of the town of Gold Bridge. Access to the claim
from Vancouver, British Columbia (approximately 112 kilometers) is via Highway
99 north to Pemberton then via all weather gravel road to Gold
Bridge. Access from Gold Bridge is via logging roads.
The Gold
Charms Claim lies at an elevation of 2,200 feet (750 m) near the northwest end
of the Bendor range with in the Coastal Mountain Complex of British Columbia.
The main mountain ridges range from about 2,200 feet (750 m) to 4,000 feet
(1,200 m) with steep west facing slopes. Sub-alpine scrub alder and
hemlock trees grow at lower elevations in the southwest corner of the claim and
good rock exposure is found along the peaks and ridges in the eastern portion of
the claim. Winters are cold with generally high snowfall accumulations and
summers are dry and hot.
Additional
information regarding the Gold Charms Two claim can be found at the British
Columbia government website located at www.mtonline.gov.bc.ca.
Property
Geology
The
property is underlain by rocks of the Bridge River Group intruded by the Bendar
grandorite. To the east of the property is intrusives of the Bendor
pluton while the the property itself is underlain by the Bridge River Group
sediments and volcanics, separated by a major fault along main “Bralorne” Creek.
The Bender intrusives consist of a large mass of granodiorite east of Fergusson
Creek, as well as several small diorite plugs and feldspar porphyry dykes to the
west of the valley and adjacent to the property.
The
Bridge River Group consists of interlayered chert, argillite and massive
andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain
minor pyrite, pyrrhotite and form massive rusty gossanous cliffs on Mount
Fergusson. Volcanics underlie the peak area, however the ridge further to the
north and east of Fergusson Creek is underlain by sediments. Extensive
overburden covers much of the claim.
History
of Previous Work
British
Columbia Provincial assessment report records indicate that geophysical and
geochemical work was carried out over a portion of what now comprises the Gold
Charms claim. This past work has indicated the presence of sulphide
mineralization containing gold and silver values. Mineralization
found on the claim area is consistent with that found associated with zones of
extensive mineralization. However, past work on the Gold Charms claim
area has been limited and sporadic and has not tested the mineral potential of
the claim area.
-12-
Supplies
Competition
and unforeseen limited sources of supplies and manpower in the industry could
result in occasional spot shortages of supplies, such as dynamite, and certain
equipment such as bulldozers and excavators that we might need to conduct
exploration as well as skilled manpower to conduct exploration. We have not
attempted to locate or negotiate with any suppliers of products, equipment or
materials. We will attempt to locate manpower, products, equipment and materials
after this offering is complete. If we cannot find the manpower, products and
equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need. The town of Pemberton has an
experienced work force and the proximity to the major city of British Columbia,
Vancouver, will provide all the necessary services needed for an exploration and
development operation, including police, hospitals, groceries, fuel, helicopter
services, hardware and other necessary items. Drilling companies and assay
facilities are present in Vancouver.
Other
Other
than our interest in the Gold Charms claim, we own no plant and equipment or
other property.
Our
Proposed Exploration Program
Mr.
Laurence Stephenson, P. Eng., authored the "Summary of Exploration on the Gold
Charms Property” dated September 17, 2006 (the “Stephenson Report”), in which he
recommended a phased exploration program to properly evaluate the potential of
the claim. We must conduct exploration to determine what minerals exist on our
property and whether they can be economically extracted and profitably
processed. We plan to proceed with exploration of the Gold Charms claim, in the
manner recommended in the Stephenson Report, to determine the potential for
discovering commercially exploitable deposits of gold.
We do not
have any ores or reserves whatsoever at this time on the Gold Charms
Claim.
Mr.
Stephenson is a registered Professional Engineer in good standing in the
Association of Professional Engineers and Geoscientists of British Columbia and
the Association of Professional Engineers of Ontario. He is a graduate of the
Carleton University, Ottawa Ontario, Bachelor of Science (1975), and of York
University, Toronto, with a Masters of Business Administration
(1985). Mr. Stephenson has practiced his profession for over 33
years. He visited the area now bounded by the Gold Charms claim
in August 2005.
The
Stephenson Report recommends a phased exploration program to properly evaluate
the potential of the claims. We have done part of Phase I
recommended by Stephenson. The Phase I work indicated further exploration of the
Gold Charms claim is not warranted at this time. The cost of a
drilling program, if and when warranted, will be estimated following further
evaluation of the Phase I work. The cost estimates for Phase I work
is based on Mr. Stephenson’s recommendations and reflect local costs for this
type of work.
Our
property is easily accessible by roadway. No improvements are required for
exploration activities.
Our
exploration objective is to find an ore body containing gold. Our success
depends upon finding mineralized material. This includes a determination by our
consultant if the property contains reserves. We have not selected a consultant
as of the date of this prospectus and will not do so until our offering is
successfully completed, if that occurs, of which there is no assurance.
Mineralized material is a mineralized body, which has to be delineated by
appropriate spaced drilling or underground sampling to support sufficient
tonnage and average grade of metals to justify removal. If we do not find
mineralized material or we cannot remove mineralized material, either because we
do not have the money to do it or because it is not economically feasible to do
it, we will cease operations and you will lose your investment.
In
addition, we may not have enough money to complete our exploration of the
property. If it turns out that we have not raised enough money to complete our
exploration program, we will try to raise additional funds from a second public
offering, a private placement or loan. At the present time, we have not made any
plans to raise additional money and there is no assurance that we would be able
to raise additional money in the future. If we need additional money and cannot
raise it, we will have to suspend or cease operations.
-13-
Our
exploration program will assist in determining what amount of minerals, if any,
exist on our properties and if any minerals which are found can be economically
extracted and profitably processed.
The
property is undeveloped raw land. Exploration and surveying has not been
initiated and will not be initiated until we raise money in this offering. That
is because we do not have money to start exploration. Once the offering is
concluded, we intend to start exploration operations. To our knowledge, the
property has never been mined.
Before
mineral retrieval can begin, we must explore for and find mineralized material.
After that has occurred we have to determine if it is economically feasible to
remove the mineralized material. Economically feasible means that the costs
associated with the removal of the mineralized material will not exceed the
price at which we can sell the mineralized material. We cannot predict what that
will be until we find mineralized material.
We do not
know if we will find mineralized material. We believe that activities occurring
on adjoining properties are not material to our activities. The reason is that
whatever is located under adjoining property may or may not be located under the
property.
Particularly
since we have a limited operating history, no reserves and no revenue, our
ability to raise additional funds might be limited. If we are unable
to raise the necessary funds, we would be required to suspend our operations and
liquidate our company.
We have
focused some of our working capital on the exploration of the Gold Charms Claim,
our sole property.
There are
no permanent facilities, plants, buildings or equipment on the Gold Charms
claim.
We do not
claim to have any minerals or reserves whatsoever at this time on any of the
property.
We cannot
provide you with a more detailed discussion of how our exploration program will
work and what we expect will be our likelihood of success. That is because we
have a piece of raw land and we intend to look for mineralized material. We may
or may not find any mineralized material. It is our hope that we do, but it is
impossible to predict the likelihood of such an event. In addition, the nature
and direction of the exploration may change depending upon initial
results.
We do not
have any plan to take our company to revenue generation. That is because we have
not found economic mineralization yet and it is impossible to project revenue
generation from nothing.
Mackenzie
Taylor’s Main Product
Mackenzie
Taylor’s primary product will be the sale of minerals, both precious and
commercial. No minerals have been found to exist on the Gold Charms
Two claim and therefore the possibility of obtaining a cash flow from the sale
of minerals in the future might be remote.
Mackenzie
Taylor’s Exploration Facilities
We will
be exploring and developing, if warranted, the Gold Charms Two claim and do not
plan to build any mill or smelter. During the exploration period, we
can use tent facilities, during the summer months, to house the geological
workers or we can obtain hotel accommodations.
Investment
Policies
Mackenzie
Taylor does not have an investment policy at this time. Any excess
funds it has on hand will be deposited in interest bearing notes such as term
deposits or short term money instruments. There are no restrictions
on what the director is able to invest additional funds held by Mackenzie
Taylor.
-14-
|
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
|
Market
Information
There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.
The
number of shares subject to Rule 144 is 89,000,000 Share
certificates representing these shares have the appropriate legend affixed on
them.
There are
no shares being offered to the public other than indicated in our effective
registration statement and no shares have been offered pursuant to an employee
benefit plan or dividend reinvestment plan.
Our
shares are traded on the OTCBB. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, we must
remain current in our filings with the SEC; being as a minimum Forms 10-Q and
10-K. Securities already quoted on the OTCBB that become delinquent
in their required filings will be removed following a 30 or 60 day grace period
if they do not make their filing during that time.
In the
future our common stock trading price might be volatile with wide
fluctuations. Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:
●
|
our
variations in our operations results, either quarterly or
annually;
|
●
|
trading
patterns and share prices in other exploration companies which our
shareholders consider similar to ours;
|
●
|
the
exploration results on the Gold Charms Two, and
|
●
|
other
events which we have no control
over.
|
In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies. These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance. In the past, following periods of volatility
in the market price of a security, securities class action litigation has often
been instituted against such company. Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.
Trends
We are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future. We are unaware
of any known trends, events or uncertainties that have had, or are
reasonably likely to have, a material impact on our business or income, either
in the long term or short term, as more fully described under ‘Risk
Factors’.
-15-
ITEM
4. CONTROLS
AND PROCEDURES
Under the
supervision and with the participation of our management, including Terry
Stimpson, Chief Executive Officer and Kendall O’Leary, Chief Accounting Officer,
they have evaluated the effectiveness of Mackenzie Taylor’s disclosure controls
and procedures as required by the Exchange Act Rule 13a-15(d) as at January 31,
2010 (the “Evaluation Date”). Based on the evaluation by management,
they have concluded these disclosure controls and procedures were not effective
as of the Evaluation Date as a result of material weaknesses in internal control
over financial reporting as more fully discussed below.
Under
Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307, the SEC states that
“disclosure controls and procedures” have the following
characteristics:
●
|
designed
to ensure disclosure of information that is required to be disclosed in
the reports that Mackenzie Taylor files or submits under the Exchange
Act;
|
●
|
recorded,
processed, summarized and reported with the time period required by the
SEC’s rules and forms; and
|
●
|
accumulated
and communicated to management to allow them to make timely decisions
about the required disclosures.
|
Even
though management’s assessment that Mackenzie Taylor’s internal control over
financial reporting was not effective and there are certain material weaknesses
as more fully described below, management believe that Mackenzie Taylor’s
financial statements contained in its Quarterly Report on Form 10-Q for the
three months ended January 31, 2010 fairly present its financial condition,
results of operations and cash flows in all material respects.
Material
Weaknesses
Management
assessed the effectiveness of Mackenzie Taylor’s internal control over financial
reporting as of the Evaluation Date and identified the following material
weaknesses:
●
|
As
at January 31, 2010, Mackenzie Taylor did not have an audit committee
which complies to the requirements of an audit committee since it did not
have an independent “financial expert” on the committee. Even
though it has a Code of Ethics it does not emphasize fraud and methods to
avoid it. Due to the small size of Mackenzie Taylor a
whistleblower policy is not
necessary.
|
●
|
Due
to a significant number and magnitude of out-of-period adjustments
identified during the quarterly closing process, management has concluded
that the controls over the quarter-end financial reporting process were
not operating effectively. A material weakness in the
quarter-end financial reporting process could result in Mackenzie Taylor
not been able to meet its regulatory filing deadlines and, if not
remedied, has the potential to cause a material misstatement or to miss a
filing deadline in the future. Management override of
existing controls is possible given the small size of the organization and
lack of personnel.
|
●
|
There
is no system in place to review and monitor internal control over
financial reporting. This is due to Mackenzie Taylor
maintaining an insufficient complement of personal to carry out ongoing
monitoring responsibilities and ensure effective internal control over
financial reporting.
|
ITEM
4T
|
CONTROLS
AND PROCEDURES
|
There
were no changes in Mackenzie Taylor’s internal controls over financial reporting
during the three months ended January 31, 2010 that have materially affected, or
are reasonably likely to material affect, Mackenzie Taylor’s internal control
over financial reporting.
-16-
PART
11 – OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
There are
no legal proceedings to which Mackenzie Taylor is a party or to which the Gold
Charms Two claims are subject, nor to the best of management’s knowledge are any
material legal proceedings contemplated.
ITEM
1A RISK
FACTORS
This Form
10-Q also contains forward-looking statements that involve risks and
uncertainties. If any of the events or circumstances described in the
following risks actually occurs, our business, financial condition, or results
of operations could be materially adversely affected and the price of our common
stock could decline on the OTCBB.
Risks
associated with MACKENZIE TAYLOR MINERALS INC.
1.
Our plan of operation is limited to finding an ore body. As such we have no
plans for revenue generation. Accordingly, you should not expect any revenues
from operations.
The funds
we hope to raise in the future will be used to carry out our plan of operation.
Our plan of operation will be to seek out a new mineral property and undertake
an exploration program on it. Exploration does not contemplate
removal of the ore. We have no plans or funds for ore removal, should any be
found. Accordingly, we will not generate any revenues as a result of your
investment.
2.
Because the probability of an individual prospect ever having reserves is
extremely remote, any funds spent on exploration will probably be
lost.
The
probability of an individual prospect ever having reserves is extremely remote.
A new acquired mineral property will likely not contain any
reserves. As such, any funds spent on exploration will likely be
lost, which will result in a loss of your investment.
3.
We lack an operating history and have losses which we expect to continue into
the future. As a result, we may have to suspend or cease
operations.
We were
incorporated on January 23, 2006 and 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 deficit accumulated
since inception is $185,549. To achieve and maintain profitability and positive
cash flow we are dependent upon:
-
our ability to locate a profitable mineral property
-
our ability to generate revenues
-
our ability to reduce exploration costs
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 any new mineral property we acquire in the future. As a result,
we may not generate revenues in the near future. Failure to generate revenues
will cause us to suspend or cease operations.
4.
Because our management does not have technical training or experience in
exploring for, starting, and operating an exploration program, we will have to
hire qualified personnel. If we cannot locate qualified personnel we may have to
suspend or cease operations which will result in the loss of your
investment.
Because
our management is inexperienced with exploring for, starting, and operating an
exploration program, we will have to hire qualified persons to perform
surveying, exploration, and excavation of a newly acquired property. Our
management has no direct training or experience in these areas, and as a result,
may not be fully aware of many of the specific requirements related to working
within the industry. Management's decisions and choices may not take into
account standard engineering or managerial approaches that mineral exploration
companies commonly use. Consequently our operations, earnings and ultimate
financial success could suffer irreparable harm due to management's lack of
experience in this industry. As a result we may have to suspend or cease
operations which will result in the loss of your investment.
-17-
5.
Because we are small and do not have much capital, we may have to limit our
exploration activity which may result in a loss of our shareholders’ investment
in our Company.
Because
we are small and do not have much capital, we must limit our exploration
activity. As such we may not be able to complete an exploration program that is
as thorough as we would like. In the event an existing ore body may go
undiscovered. Without an ore body, we cannot generate revenues and you might
lose your investment.
6.
Because our officers and directors have other outside business activities and
each will only be devoting 10% of their time or four hours per week, to our
operations, our operations may be sporadic which may result in periodic
interruptions or suspensions of exploration.
Because
Terry Stimpson and Kendall O’Leary, our officers and directors, have other
outside business activities and each will only be devoting 10% of their time, or
four hours per week, to our operations, our operations may be sporadic and occur
at times which are convenient to Mr. Stimpson and Mrs. O’Leary. As a result,
exploration of a new mineral property may be periodically interrupted or
suspended.
Risks
associated with ownership of our shares:
7.
If our officers and directors resign or die without having found replacements,
our operations will be suspended or cease. If that should occur, you could lose
your investment.
We have
two officers and two directors. We are entirely dependent upon them to conduct
our operations. If they should resign or die there will be no one to run the
company. Further, we do not have key man insurance. If that should occur, until
we find other persons to run our company, our operations will be suspended or
cease entirely. In that event it is possible you could lose your entire
investment.
8.
FINRA sales practice requirements may limit a stockholder's ability to buy and
sell our stock.
The FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that
their customers buy our common stock, which may have the effect of reducing the
level of trading activity and liquidity of our common stock. Further, many
brokers charge higher transactional fees for penny stock transactions. As a
result, fewer broker-dealers may be willing to make a market in our common
stock, reducing a stockholder's ability to resell shares of our common
stock.
Forward
Looking Statements
In
addition to the other information contained in this Form 10-Q, it contains
forward-looking statements which involve risk and uncertainties. When
used in this Form 10-Q, the words “may”, “will”, “expect”, “anticipate”,
“continue”, “estimate”, “project”, “intend”, “believe” and similar expressions
are intended to identify forward-looking statements regarding events, conditions
and financial trends that may affect our future plan of operations, business
strategy, operating results and financial position. Readers are
cautioned that any forward-looking statements are not guarantees of future
performance and are subject to risks and uncertainties and that the actual
results could differ materially from the results expressed in or implied by
these forward-looking statements as a result of various factors, many of which
are beyond our control. Any reader should review in detail this
entire Form 10-Q including financial statements, attachments and risk factors
before considering an investment.
-18-
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM
5. OTHER
INFORMATION
None
ITEM
6. EXHIBITS
The
following exhibits are included as part of this report by
reference:
3
|
Corporate
Charter (incorporated by reference from Mackenzie Taylor’s Registration
Statement on Form SB-2 filed on January 24, 2007, Registration No.
333-140170)
|
|
3
(i) Articles
of Incorporation (incorporated by reference from Mackenzie Taylor’s
Registration Statement on Form SB-2 filed on January 24, 2007,
RegistrationNo.333-140170)
|
||
3
(ii) By-laws
(incorporated by reference from Mackenzie Taylor’s Registration Statement
on Form SB-2 filed on January 24, 2007, Registration No.
333-140170)
|
||
4
|
Stock
Specimen (incorporated by reference from Mackenzie Taylor’s Registration
Statement on Form SB-2 filed on January 24, 2007, Registration No.
333-140170)
|
|
10.1
|
Transfer
Agent and Registrar Agreement (incorporated by reference from Mackenzie
Taylor’s Registration Statement on Form SB-2 filed on January 24, 2007
Registration No. 333-140170)
|
-19-
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned there unto duly
authorized
MACKENZIE TAYLOR MINERALS
INC.
|
|
(Registrant)
|
|
Date:March
10, 2010
|
TERRY STIMPSON
|
Chief
Executive Officer, President and Director
|
|
Date:
March 10, 2010
|
KENDALL O’LEARY
|
Chief
Financial Officer, Chief Accounting
Officer,
Secretary and Director
|
|
-20-