Attached files
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EX-99.2 - CERTIFICATE 18 U.S.C. ARUN KUMAR, CEO - GOLD LAKES CORP. | certsect906arunkumarceo.htm |
EX-99.4 - CERTIFICATE 18 U.S.C. ROHIB SINGH, CFO - GOLD LAKES CORP. | certsect906rohibsinghcfo.htm |
EX-99.1 - CERTIFICATE RULE 13A-14A ARUN KUMAR, CEO - GOLD LAKES CORP. | certrule13a14aarunkumarcel.htm |
EX-99.3 - CERTIFICATE RULE 13A-14A ROHIB SINGH, CFO - GOLD LAKES CORP. | certrule13a14arobhitsinghcfo.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 333-145879
|
|
SIGA RESOURCES,
INC.
|
(Exact
name of registrant as specified in its charter)
Nevada
|
74-3207964
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification
No.)
|
8 Nairal Road, Ralwai, Suva,
Fiji
|
(Address
of principal executive offices)
|
(679) 338-6092
|
(Registrant’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 after the distribution of
securities 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: 43,785,000 common shares
-1-
Page
Number
|
||
PART
1.
|
FINANCIAL
INFORMATION
|
|
ITEM 1.
|
Financial
Statements (unaudited)
|
3
|
Balance
Sheet as at January 31, 2010 and July 31, 2009
|
4
|
|
Statement
of Operations
For
the three and six ended January 31, 2010 and 2009 and for the period
January 18, 2007 (Date of Inception) to January 31, 2010
|
5
|
|
Statement
of Cash Flows
For
the six months ended January 31, 2010 and 2009 and for the period January
18, 2007 (Date of Inception) to January 31,
2010
|
6
|
|
Notes
to the Financial Statements.
|
7
|
|
ITEM 2.
|
Management’s
Discussion and Analysis of Financial Conditions and Results of
Operations
|
11
|
ITEM 3.
|
Quantitative
and Qualitative Disclosure about Market Risk
|
16
|
ITEM 4.
|
Controls
and Procedures
|
17
|
ITEM 4T.
|
Controls
and Procedures
|
18
|
PART
11.
|
OTHER
INFORMATION
|
18
|
ITEM 1.
|
Legal
Proceedings
|
18
|
ITEM 1A.
|
Risk
Factors
|
19
|
ITEM 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
23
|
ITEM 3.
|
Defaults
Upon Senior Securities
|
23
|
ITEM 4.
|
Submission
of Matters to a Vote of Security Holders
|
23
|
ITEM 5.
|
Other
Information
|
23
|
ITEM 6.
|
Exhibits
|
23
|
SIGNATURES.
|
24
|
|
-2-
PART
1 – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
The
accompanying balance sheets of Siga Resources, Inc. (pre-exploration stage
company) at January 31, 2010 (with comparative figures as at July 31, 2009) and
the statement of operations for the three and six months ended January 31, 2010
and 2009 and for the period from January 18, 2007 (date of incorporation) to
January 31, 2010 and the statement of cash flows for the six months ended
January 31, 2010 and 2009 and for the period from January 18, 2007 (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 six months ended January 31, 2010 are not necessarily indicative
of the results that can be expected for the year ending July 31,
2010.
-3-
SIGA
RESOURCES, INC.
(Pre-exploration
Stage Company)
BALANCE
SHEETS
(Unaudited
– Prepared by Management)
January
31, 2010
|
July
31, 2009
|
|
ASSETS
|
||
CURRENT
ASSETS
|
||
Cash
|
$ -
|
$ -
|
Total Current
Assets
|
$ -
|
$ -
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
||
CURRENT
LIABILITIES
|
||
Accounts payable
|
$ 21,742
|
$ 17,743
|
Accounts payable – related
parties
|
32,913
|
28,991
|
Total Current
Liabilities
|
54,655
|
46,734
|
STOCKHOLDERS’
DEFICIENCY
|
||
Common
stock
|
||
500,000,000 shares authorized, at
$0.001 par value;
|
||
43,785,000 shares issued and
outstanding
|
43,785
|
43,785
|
Capital in excess of par
value
|
34,215
|
25,515
|
Deficit accumulated during the
pre-exploration stage
|
(132,655)
|
(116,034)
|
Total Stockholders’
Deficiency
|
(54,655)
|
(46,734)
|
$ -
|
$ -
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-4-
SIGA
RESOURCES, INC.
(Pre-exploration
Stage Company)
STATEMENT
OF OPERATIONS
For three
and six months ended January 31, 2010 and 2009 and for the period from January
18, 2007 (date of inception) to January 31, 2010
(Unaudited
– Prepared by Management)
Three
month
ended
January
31, 2010
|
Three months
ended
January
31, 2009
|
Six
months
ended January 31,
2010
|
Six
months
ended January 31,
2009
|
From January
18, 2007
(dated of
inception)
to
January 31, 2009
|
|
REVENUES
|
$ -
|
$ -
|
$ -
|
$ -
|
$ -
|
EXPENSES
|
|||||
Accounting
and auditing
|
3,500
|
1,996
|
7,000
|
3,546
|
35,096
|
Bank
charges and interest
|
-
|
23
|
-
|
45
|
364
|
Consulting
|
-
|
-
|
-
|
-
|
17,000
|
Edgarizing
|
-
|
-
|
-
|
250
|
2,898
|
Exploration
and staking
|
-
|
-
|
-
|
-
|
5,000
|
Filing
fees
|
-
|
-
|
-
|
-
|
1,695
|
Incorporation
costs
|
-
|
-
|
-
|
-
|
720
|
Legal
|
-
|
(664)
|
-
|
-
|
9,818
|
Management
fees
|
3,000
|
3,000
|
6,000
|
6,000
|
36,000
|
Office
|
37
|
-
|
105
|
154
|
2,041
|
Rent
|
900
|
900
|
1,800
|
1,800
|
10,800
|
Telephone
|
450
|
450
|
900
|
900
|
5,400
|
Transfer
agent’s fees
|
816
|
-
|
816
|
2,690
|
5,823
|
NET
LOSS FROM OPERATIONS
|
$ (8,703)
|
$(5,705)
|
$ (16,621)
|
$ (15,385)
|
$ (132,655)
|
NET
LOSS PER COMMON
SHARE
|
|||||
Basic
and diluted
|
$ (0.00)
|
$ (0.00)
|
$ (0.00)
|
$ (0.00)
|
|
AVERAGE
OUTSTANDING SHARES
|
|||||
Basic
|
43,785,000
|
43,785,000
|
43,785,000
|
43,785,000
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-5-
SIGA
RESOURCES, INC.
(Pre-exploration
Stage Company)
STATEMENT
OF CASH FLOWS
For the
six months ended January 31, 2010 and 2009 and for the period from January 18,
2007 (date of inception) to January 31, 2010
(Unaudited
– Prepared by Management)
Six
months ended
January
31, 2010
|
Six
months ended
January
31, 2009
|
From
January 18, 2007
(date
of inception) to
January 31, 2010
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||
Net
loss
|
$ (16,621)
|
$
(15,385)
|
$ (132,655)
|
Adjustments
to reconcile net loss to net cash provided
by operating activities:
|
|||
Changes
in accounts payable
|
3,999
|
666
|
21,742
|
Capital
contributions – expenses
|
8,700
|
8,700
|
52,200
|
Net
Cash Provided (Used) in Operations
|
(3,922)
|
(6,019)
|
(58,713)
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
-
|
-
|
-
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||
Proceeds from loan from related
party
|
3,922
|
3,994
|
32,913
|
Proceeds from issuance of common
stock
|
-
|
-
|
25,800
|
3,922
|
3,994
|
58,713
|
|
Net
(Decrease) Increase in Cash
|
-
|
(2,025)
|
-
|
|
|||
Cash
at Beginning of Period
|
-
|
2,025
|
-
|
CASH
AT END OF PERIOD
|
$ -
|
$ -
|
$ -
|
The
accompanying notes are an integral part of these unaudited financial
statements
-6-
SIGA
RESOURCES, INC.
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
January
31, 2010
(Unaudited
– Prepared by Management)
1. ORGANIZATION
The
Company, Siga Resources Inc., was incorporated under the laws of the State of
Nevada on January 18, 2007 with the authorized capital stock of 300,000,000
shares at $0.001 par value. On January 31, 2008, the Secretary of
State for Nevada approved an amendment to the Articles of Incorporation where
the total number of shares of common stock was increased to 500,000,000 shares
of common stock with a par value of $0.001 per share.
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.
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.
-7-
SIGA
RESOURCES, 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 -
continued
On
January 31, 2010 the Company had a net operating loss carry forward of $132,655
for income tax purposes. The tax benefit of approximately $39,700
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. Losses will expire on 2030.
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.
|
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.
|
-8-
|
SIGA
RESOURCES, INC.
|
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
January
31, 2010
|
(Unaudited
– Prepared by Management)
|
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
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. ACQUISITION
OF MINERAL CLAIM
|
On
March 11, 2007, the Company acquired the Valolo Gold Claim located in the
Republic of Fiji for the consideration of $5,000 including a geological
report. The Valolo Gold Claim is located 10 miles east of the
town of Korovou , Fiji. Under Fijian law, the claim remains in
good standing as long as the Company has an interest in
it. There is no annual maintenance fee or minimum
exploration work required on the
Claim.
|
4. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY
Officers-directors
and their families have acquired 60% of the common stock issued and have made no
interest, demand loans to the Company of $32,913 and have made contributions to
capital of $52,200 in the form of expenses paid for the Company.
5. CAPITAL
STOCK
On July
11, 2007, Company completed a private placement consisting of 26,250,000 post
split common shares sold to directors and officers for a total consideration of
$750. On July 31, 2007, the Company completed a private placement of
17,535,000 post split common shares for a total consideration of
$25,050.
|
On
January 16, 2008, the directors of the Company approved a resolution to
forward split the common shares of the Company based on a 35 new shares
for each old share held by the shareholders (“Forward
Split”). As a result of the Forward Split the common
shares increased from 1,251,000 common shares with a par value of $0.001
per share to 43,785,000 common shares with a par value of $0.001 per
share. The 43,785,000 post split common shares are shown as
split from the date of inception.
|
-9-
|
SIGA
RESOURCES, INC.
|
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
January
31, 2010
|
(Unaudited
– Prepared by Management)
|
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 March 10,
2010 and has found no material subsequent events to report.
-10-
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The
following discussion should be read in conjunction with the information
contained in the financial statements of Siga Resources, Inc. (“Siga”) 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.
We were
incorporated in the State of Nevada on January 18, 2007, and established a
fiscal year end of July 31. We do not have any subsidiaries,
affiliated companies or joint venture partners.
We are a
start-up, pre-exploration stage company engaged in the search for gold and
related minerals and have not generated any operating revenues since
inception. We have one claim call the Valolo Claim located in
Fiji. We have incurred losses since inception and we must raise
additional capital to fund our operations. There is no
assurance we will be able to raise this capital.
There is
no assurance that a commercially viable mineral deposit, a reserve, exists at
our mineral claim or can be shown to exist until sufficient and appropriate
exploration is done and a comprehensive evaluation of such work concludes
economic and legal feasibility. Such work could take many years
of exploration and would require expenditure of very substantial amounts of
capital, capital we do not currently have and may never be able to
raise.
Our sole
holding is a 100% interest in the Valolo Gold Claim located in the Republic of
Fiji. Siga acquired the Valolo Claim for the sum of $5,000. We own no property
other than the Valolo Claim.
As of the
date of this Form 10-Q, we have not conducted any exploration work on the Valolo
Claim. We do not
have funds sufficient to complete Phase 1 of a two-phase exploration program
recommended for the Valolo Claim. Nevertheless, we are hoping to
start Phase I by no later than the late spring of 2010 through advances from our
directors.
We have
no full time employees and our management devotes a small percentage of their
time to the affairs of Siga.
Our
administrative office is located at 8 Nairal Road, Ralwai, Suva, Fiji. Our
telephone number is (679) 338-6092.
DESCRIPTION
OF THE PROPERTY
Particulars
of the Valolo Claim, our sole mineral property follows.
Location
and Access
The
Valolo Claim is located approximately 15 kilometers (9 miles) south of Korovou,
Fiji. The area covered by the Claim is an active mineral exploration
and development region with plenty of heavy equipment and operators available
for hire. Korovou provides all necessary amenities and supplies
including, fuel, helicopter services, hardware, drilling companies and assay
services. Access to our Claim is via major highway west from
Korovou. No water is required for the purposes of our planned
exploration work. No electrical power is required at this stage of
exploration. Any electrical power that might be required in the
foreseeable future could be supplied by gas powered portable
generators.
The
claim’s terrain is rugged with elevations ranging from of 1,420 feet to 2,650
feet. Tropical mountain forests grow at lower elevations in the
northeast corner of the claim and good rock exposure is found along the peaks
and ridges in the eastern portion of the claim. The climate is mild year round
with the rainy season falling from May to October.
-11-
Property
Geology
A belt of
volcanic rocks, of the Savura Volcanic Group, underlies the
property. These volcanic rocks are exposed along a wide axial zone of
a broad complex. The presence of these rocks is on our property is
relevant to us as gold mineralization, at the nearby (approximately 20 miles to
the west of our claim) Nasoata Gold Mine, a past producer of gold in commercial
quantities, is generally concentrated within extrusive volcanic rocks (of the
Savura Volcanic Group) on the walls of large volcanic caldera.
The main
igneous intrusions consist of ‘Medrausucu’ consisting of tholetic gabbros,
tonalities and tondjhemites.
Theoletic
Gabbros, for example, are generally are a greenish or dark coloured fine to
coarse grained rock. Irregular shaped masses of so called "soda granite" are
seen in both sharp and gradational contact with the diorite. The different
phases of Medrausucu are exposed from north of the Valolo Gold Claim to just
east of the town of Korovou and are principal host rocks for gold veins at the
previously mentioned Nasoata Gold Mine.
On a
regional basis the area of Fiji in which the Valolo Claim is located is notable
for epi-thermal type gold deposits such as that exploited at the previously
mentioned Nasoata Gold Mine. While no mineralization has been reported for the
area covered by the Valolo Claim, structures and shear zones affiliated with
mineralization on adjacent properties pass through the claim.
Previous
Exploration
To our
knowledge based on examination by our geologist of available records, no
detailed exploration has previously been undertaken on the area covered by the
Valolo Claim.
However,
numerous showings of mineralization have been discovered in the area and several
prospects in the area have achieved significant gold production (an aggregate of
1.11 million ounces of gold reported between 1956 and 2002) in the
past. The same rock units, of the Savura Volcanic Group that are
found at those mineral occurrences underlie our claim. The Bhatt’ Report has
concluded that further exploration of the Valolo Claim is
warranted.
No
assurance, however, can be given that any mineralization will found on the
Valolo Claim.
Proposed Exploration
Work – Plan of Operation
The
Bhatt’ Report recommends a phased exploration program to properly evaluate the
potential of the Valolo Claim. Mr.
Bhatt is a registered member in good standing of the Geological Society of
Fiji. He is a graduate of University of Queensland, Brisbane,
Australia with both a Bachelor of Science degree, Geology (1971) and a Master of
Science (1975). Mr. Bhatt has practiced his profession as a geologist
for over 33 years. He visited our claim in March 2007.
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 Valolo Claim by completing Phase I of the work
recommended in the Bhatt Report, in order to begin determining the potential for
discovering commercially exploitable deposits of gold on our claim.
We have
not discovered any ores or reserves on the Valolo Claim, our sole mineral
property. Our planned Phase I work is exploratory in nature.
-12-
The Bhatt
Report recommends a two-phase exploration program to properly evaluate the
potential of the claim. Phase I work will consist of geological
mapping and geophysical surveying. This will involve, among other
things, establishing a grid and the creation of maps showing all features of the
terrain of our claim. We will create an actual grid on the ground whereby items
can be related one to another more easily and with greater accuracy. When we
map, we will actually draw a scale map of the area and make notes on it as to
the location where anything (e.g. potential mineralization) was found that was
of interest. In the process we will also identify any showings which
appear to warrant sampling, i.e. any rock formations that appear to warrant our
taking soil and rock samples from the claims to a laboratory where a
determination of the elemental make-up of the sample and the exact
concentrations of gold and other indicator minerals can be made. We anticipate,
based on the estimate contained in the Bhatt Report, that Phase I work will cost
approximately$10,900 (Fiji $17,800). The Valolo Claim is located in a
tropical climatic area so the claim can be worked year round. We anticipate
starting Phase I before the end of the fall of 2010.
Should
Phase I results warrant further work, and provided we are able to raise
additional funds to undertake additional work on the Valolo Claim, we would
undertake the Phase II work recommended in the Bhatt’ Report. The Phase II
geochemical and surface sampling work would be designed to compare the relative
concentrations of gold and other indicator minerals in samples so the results
from different samples can be compared in a more precise manner and plotted on a
map to evaluate their significance.
If an
apparent mineralized zone(s) is identified and narrowed down to a specific area
by the Phase I & II work, we would then consider (again subject to our
ability to raise additional funds to do so) the feasibility of diamond drilling
selected targets to test the apparent mineralized zones. The cost of
such a program, assuming it is warranted, cannot be estimated at this
time.
The
recommended Phase II work is estimated to cost a further $13,860 (Fiji
$22,700). At this point we have funds available to complete part of
Phase I only. We will have to raise additional capital in order to
carry out Phase II, work or any other work beyond Phase I. 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 Siga’s operations and
liquidate our company.
There are
no permanent facilities, plants, buildings or equipment on the Valolo
Claim.
Competitive
Factors
The
mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold. We are among the smallest exploration
companies in existence and are an infinitely small participant in the mining
business which is the cornerstone of the founding and early stage development of
the mining industry. While we generally compete with other exploration
companies, there is no competition for the exploration or removal of minerals
from our claims. Readily available markets exist for the sale of gold.
Therefore, we will likely be able to sell any gold that we are able to recover,
in the event commercial quantities are discovered on the Valolo
Claims. There is no ore body on the Valolo Claims.
Government
Regulation
Exploration
activities are subject to various national, state, foreign and local laws and
regulations in Fiji, which govern prospecting, development, mining, production,
exports, taxes, labor standards, occupational health, waste disposal, protection
of the environment, mine safety, hazardous substances and other matters. We
believe that we are in compliance in all material respects with applicable
mining, health, safety and environmental statutes and the regulations passed
thereunder in Fiji.
Environmental
Regulation
Our
exploration activities are subject to various federal, state and local laws and
regulations governing protection of the environment. These laws are continually
changing and, as a general matter, are becoming more restrictive. Our policy is
to conduct business in a way that safeguards public health and the environment.
We believe that our exploration activities are conducted in material compliance
with applicable laws and regulations. Changes to current local, state or federal
laws and regulations in the jurisdictions where we operate could require
additional capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any,
might be proposed or enacted, additional regulatory requirements could render
certain exploration activities uneconomic.
-13-
Employees
Initially,
we intend to use the services of subcontractors for labor exploration work on
our claim. At present, we have no employees as such although each of
our officers and directors devotes a portion of his time to the affairs of
Siga. None of our officers and directors has an employment agreement
with us. We presently do not have pension, health, annuity, insurance, profit
sharing or similar benefit plans; however, we may adopt such plans in the
future. There are presently no personal benefits available to any
employee.
As
indicated above we will hire subcontractors on an as needed basis. We have not
entered into negotiations or contracts with any of potential
subcontractors. We do not intend to initiate negotiations or hire
anyone until we are nearing the time of commencement of our planned exploration
activities.
LIQUIDITY
AND CAPITAL RESOURCES
We have not generated any revenues and
no revenues are anticipated until we begin removing and selling minerals, if
ever. Accordingly, we must raise cash from sources other than the sale of
minerals found on the Valolo Claim. That cash must be raised from other sources.
Our only other source for cash at this time is investment by others in
Siga. We must raise cash to implement our planned exploration program
and stay in business.
Since our
business activity is related solely to the exploration and evaluation of the
Valolo Claim, it is the opinion of management that the most meaningful financial
information relates primarily to current liquidity and
solvency. As at January 31, 2010, we had working capital
deficiency of $54,655. As can be determined from the following table
Siga will require cash injections of $48,767 to enable Siga to meet its
anticipated expenses over the next twelve months. The directors
and officers have committed to advance up to a further $25,000 in order that we
are adequately funded for the forthcoming twelve months.
Our
future financial success will be dependent on the success of the exploration
work on the Valolo Claim. Such exploration may take years to
complete and future cash flows, if any, are impossible to predict at this
time. The realization value from any mineralization, if any,
which may be discovered by us is largely dependent on factors beyond our control
such as the market value of metals produced, mining regulations in the Republic
of Fiji and foreign exchange rates.
Our
capital commitments for the next twelve months consist of expenses associated
with the completion of Phase I of our exploration program, estimated at
$10,900. Including Phase I work, we will have to incur the
following estimated expenses over the next twelve months:
-14-
Expenses
|
Amount
|
Description
|
Accounting
|
$ 9,750
|
Fees to
the internal accountant for preparing the quarter and annual working
papers for the financial statements to be reviewed and examined by the
independent accountants.
|
Audit
|
4,000
|
Review
of the quarterly financial statements and examination of the annual
financial statements and rendering an opinion thereon.
|
Exploration
|
10,900
|
Completion of
Phase I
|
Filing
fees
|
375
|
Annual
fee to the Secretary of State for Nevada
|
Office
|
500
|
Photocopying,
delivery and fax expenses
|
Transfer
agent’s fees
|
1,500
|
Preparation of
share certificates and other documents periodically required by the
Company
|
Estimated
expenses
|
27,025
|
|
Accounts
Payable –
January 31, 2010
|
21,742
|
Represents the
amounts owed to third party creditors.
|
Total
estimated cash needed
|
$ 48,767
|
As
indicated above, we intend to offset the cash shortfall of $48,767 by future
advances of cash of approximately $25,000 to the Company committed to by our
directors and officers. Nevertheless, the amount advanced by the
directors will not be sufficient to ensure all our accounts payable are paid on
a timely basis.
We have
no plant or significant equipment to sell, nor are we going to buy any plant or
significant equipment during the next twelve months. We will not buy any
equipment until we have located a body of ore and we have determined it is
economical to extract the ore from our claim.
We may
attempt to interest other companies to undertake exploration work on the Valolo
Claim through joint venture arrangement or even the sale of part of the Valolo
Claim. Neither of these avenues has been pursued as of the date of
this Form 10-Q.
Our
engineer has recommended a two-phase exploration program for the Valolo
Claim. However, even if Phase I results suggest Phase II work is
warranted, we do not presently have the requisite funds and so will be unable to
complete anything beyond Phase I of the recommended exploration program until we
raise more money or find a joint venture partner to complete the exploration
work. If we cannot find a joint venture partner and do not raise more
money, we will be unable to complete any work beyond Phase I of the exploration
program recommended by our engineer. If we are unable to finance
additional exploration activities, we have no other plans. We do not
intend to hire any employees at this time. All of the work on the Valolo Claim
will be conducted by unaffiliated independent contractors that we will hire. The
independent contractors will be responsible for surveying, exploration, and
excavation. We may engage a geologist to assist in evaluating the
information derived from the exploration and excavation including advising us on
the economic feasibility of removing any mineralized material we may
discover.
Limited Operating History; Need for
Additional Capital
There is
no historical financial information about us upon which to base an evaluation of
our performance as an exploration corporation. We are a pre-exploration stage
company and have not generated any revenues from our exploration activities.
Further, we have not generated any revenues since our formation on January 18,
2007. We cannot guarantee we will be successful in our exploration
activities. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, possible delays in
the exploration of our properties, and possible cost overruns due to price and
cost increases in services.
-15-
Should we
be successful in our initial exploration activities, in order to become
profitable and competitive, we anticipate the need to invest considerable time
and capital in the exploration of our property before we could start production
of any minerals we may find. We must obtain additional equity or debt financing
to provide the capital required to fully implement our phased exploration
program. We
have no assurance that financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to commence,
continue, develop or expand our exploration activities. Even if available,
equity financing could result in additional dilution to existing
shareholders.
Overview
Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred a net loss, for
the period from the inception of our business on January 18, 2007 to January 31,
2010 of $132,655. We did not earn any revenues during the
aforementioned period.
Our
financial statements included in this Form 10-Q have been prepared without any
adjustments that would be necessary if we become unable to continue as a going
concern and are therefore required to realize upon our assets and discharge our
liabilities in other than the normal course of operations.
We are
presently in the pre-exploration stage and there is no assurance that a
commercially viable mineral deposit, a reserve, exits in the Valolo Claim until
further exploration work is done and a comprehensive evaluation concludes
economic and legal feasibility.
Results
of Operations - six months ended January 31, 2010.
For the
period from January 18, 2007 (date of inception) to January 31, 2010, we had a
net loss of $132,655 and for the six months ended January 31, 2010 we had a net
loss of $16,621. Our loss and the individual expenses incurred are
more fully described in the attached Statement of Operations as at January 31,
2010.
Balance
Sheet as at January 31, 2010
Total
cash and cash equivalents, as at January 31, 2010, was NIL. Our
working capital deficit as at January 31, 2010 was $54,655 when taking into
consideration $32,913 owed to related parties.
Our
working capital was derived from the completion of an initial seed capital
offering to directors, which raised $750 and a second private placement on July
31, 2007 raising a further $25,050. No revenue was
generated during these periods.
Total
shareholders’ deficiency as at January 31, 2010 was $54,655. Total
shares outstanding as at January 31, 2010 was 43,785,000.
No shares
have been issued subsequent to January 31, 2010.
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURE OF 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 23,625,000 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.
-16-
While 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 Valolo claim, 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 of short term, as more fully described under ‘Risk
Factors’.
ITEM
4. CONTROLS
AND PROCEDURES
Under the
supervision and with the participation of our management, including Arun Kumar,
Chief Executive Officer and Rohit Singh, Chief Accounting Officer, they have
evaluated the effectiveness of Siga’s disclosure controls and procedures as
required by the Exchange Act Rule 13a-15(d) as at May 31, 2009 (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 Siga 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.
|
-17-
As of
January 31, 2010, the management of Siga assessed the effectiveness of the
Company’s internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments.
Even
though management’s assessment that Siga’s internal control over financial
reporting was not effective and there are certain material weaknesses as more
fully described below, management believe that Siga’s financial statements
contained in its Quarterly Report on Form 10-Q for the six months ended January
31, 2010 fairly present our financial condition, results of operations and cash
flows in all material respects.
Material
Weaknesses
Management
assessed the effectiveness of our internal control over financial reporting as
of the Evaluation Date and identified the following material
weaknesses:
●
|
As
at January 31, 2010, Siga 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 Siga a whistleblower policy
is not necessary.
|
●
|
Due
to a significant number and magnitude of out-of-period adjustments
identified during the quarter-end closing process, management has
concluded that the controls over the period-end financial reporting
process were not operating effectively. A material
weakness in the period-end financial reporting process could result in
Siga 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 Siga 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 Siga’s internal controls over financial reporting during the
six month period ending January 31, 2010 that have materially
affected, or are reasonably likely to material affect, Siga’s internal control
over financial reporting;
ITEM
1. LEGAL
PROCEEDINGS
There are
no legal proceedings to which Siga or is a party or to which the Valolo Gold
Claim is subject, nor to the best of management’s knowledge are any material
legal proceedings contemplated.
-18-
ITEM
1A. RISK
FACTORS
An
investment in our common stock involves an exceptionally high degree of risk and
is extremely speculative. In addition to the other information regarding Siga
contained in this Form 10-Q, you should consider many important factors in
determining whether to purchase the shares in our Company. The
following risk factors reflect the potential and substantial material risks
which could be involved if you decide to purchase shares.
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 exploration activity or
cease operations.
While we
were incorporated in 2007, we have not yet conducted any exploration
activities. We have not generated any revenues. We have no
exploration history upon which you can evaluate the likelihood of our future
success or failure. Our net loss from inception to January 31, 2010,
the date of our most recent financial statements is $132,655. Our
ability to achieve profitability and positive cash flow in the future is
dependent upon
*
|
our
ability to locate a profitable mineral property
|
|
*
|
our
ability to locate an economic ore reserve
|
|
*
|
our
ability to develop and profitably mine a 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 our mineral property. We cannot guarantee we will be successful
in generating revenues in the future. Failure to generate revenues may cause us
to go out of business.
We have no known
ore reserves and we cannot guarantee we will find any gold and/or silver
mineralization
or, if we find gold and/or silver mineralization, that it may be economically
extracted. If we fail to find any gold and/or silver mineralization or if we are
unable to find gold and/or silver mineralization that may be economically
extracted, we will have to cease operations.
We have
no known ore reserves. Even if we find gold and/or silver mineralization we
cannot guarantee that any gold and/or silver mineralization will
be of sufficient quantity so as to warrant recovery. Additionally, even if we
find gold and/or silver mineralization in
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold and/or silver mineralization is
recoverable, we cannot guarantee that this can be done at a profit. Failure to
locate gold deposits in economically recoverable quantities will cause us to
cease operations.
Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our property does not contain any reserves, and any
funds spent on exploration will be lost.
Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our sole property, the Valolo Claim, does not contain
any reserves, and any funds spent on exploration will be lost. If we cannot
raise further funds as a result, we may have to suspend or cease operations
entirely which would result in the loss of our shareholders’
investment.
-19-
Because
our officers and directors do not have technical training or experience in
starting, and operating an exploration company nor in managing a public company,
we will have to hire qualified personnel to fulfill these functions. If we lack
funds to retain such personnel, or cannot locate qualified personnel, we may
have to suspend or cease exploration activity or cease operations which will
result in the loss of your investment.
None of
our management team has experience exploring for minerals, starting and
operating a mineral exploration company, nor do they have training in these
areas. As a result their decisions and choices may not take into
account standard managerial approaches mineral exploration companies commonly
use. Consequently our ultimate financial success could suffer irreparable harm
due to certain of management's lack of experience. Additionally, our
officers and directors have no direct training or experience in managing and
fulfilling the regulatory reporting obligations of a ‘public company’ like
Siga. We will have to hire professionals to undertake these filing
requirements for Siga and this will increase the overall cost of operations. As
a result we may have to suspend or cease exploration activity, or cease
operations altogether, which will result in the loss of your
investment.
If
we don't raise enough capital for exploration, we will have to delay exploration
or go out of business, which will result in the loss of our shareholders’
investment.
We
estimate that, with funding committed by our management combined with our cash
on hand, we do not have sufficient cash to continue operations for twelve months
even if we only carry out Phase I of our planned exploration
activity. We are in the pre-exploration stage. We need to
raise additional capital to undertake Phase I. We may not be able to
raise additional funds. If that occurs we will have to delay
exploration or cease our exploration activity and go out of business which will
result in the loss of our shareholders’ entire investment in our
Company.
Since we are
small and have limited capital, we must limit our exploration and as a result
may not find an ore body. Without an ore
body, we cannot generate revenues.
The
possibility of development of and production from our exploration property
depends upon the results of exploration programs and/or feasibility studies and
the recommendations of duly qualified professional engineers and
geologists. We are small company and do not have much
capital. We must limit our exploration activity unless and until we
raise additional capital. Any decision to expand our operations on
our exploration property will involve the consideration and evaluation of
several significant factors beyond our control. These factors
include, but are not limited to:
●
|
Market
prices for the minerals to be produced;
|
●
|
Costs
of bringing the Valolo into production including exploration preparation
of production feasibility studies and construction of production
facilities;
|
●
|
Political
climate and/or governmental regulations and controls;
|
●
|
Ongoing
cost of production;
|
●
|
Availability
and cost of financing; and
|
●
|
Environmental
compliance regulations and
restraints.
|
These
types of programs require substantial capital. Because we may have to limit our
exploration, we may not find an ore body, even though our property may contain
mineralized material. Without an ore body, we cannot generate
revenues.
-20-
Because our
officers and directors have other outside business activities and may not be in
a position to devote a majority of their time to our exploration activity, our
exploration activity may be sporadic which may result in periodic interruptions
or suspensions of exploration.
Our
President will be devoting only 15% of his time, approximately 24 hours per
month, to our business. Our Chief Financial Officer and
Secretary-Treasurer will be devoting only approximately 10% of his time, or 16
hours per month to our operations. As a consequence of the limited devotion of
time to the affairs of our Company expected from management, our business may
suffer. For example, because our officers and directors
have other outside business activities and may not be in a position to devote a
majority of their time to our exploration activity, our exploration activity may
be sporadic or may be periodically interrupted or
suspended. Such suspensions or interruptions may cause us to
cease operations altogether and go out of business.
We
may not have access to all of the supplies and materials we need to begin
exploration which could cause us to delay or suspend exploration
activity.
We have
made no attempt to locate or negotiate with any suppliers of products, equipment
or materials. We will attempt to locate products, equipment and materials as and
when we begin to undertake exploration activity, expected later this year.
Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of equipment and/or supplies we need to
conduct our planned exploration work. If we cannot find the products
and equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.
No
matter how much money is spent on the Valolo Claim, the risk is that we might
never identify a commercially viable ore reserve.
Over the
coming years, we might expend considerable capital on exploration of the Valolo
Claim without finding anything of value. It is very likely the Valolo
Claim does not contain any reserves so any funds spent on exploration will
probably be lost. No matter how much money is spent on the Valolo
Claim, we might never be able to find a commercially viable ore
reserve.
Even
if our property were found to contain a deposit, since we have not put a mineral
deposit into production before, we will have to acquire outside expertise. If we
are unable to acquire such expertise we may be unable to put our property into
production and our shareholders will loss their entire investment.
We have
no experience in placing mineral deposit properties into production, and our
ability to do so will be dependent upon using the services of appropriately
experienced personnel or entering into agreements with other major resource
companies that can provide such expertise. There can be no assurance that we
will have available to us the necessary expertise when and if we place a mineral
deposit into production.
Mineral
exploration and development activities are inherently risky and we may be
exposed to environmental liabilities. If such an event were to occur it may
result in a loss of your investment.
The
business of mineral exploration and extraction involves a high degree of risk.
Few properties that are explored are ultimately developed into
production. Most exploration projects do not result in the discovery
of commercially mineable deposits of ore. The Valolo Claim, our sole
property, does not have a known body of commercial ore. Should our mineral claim
be found to have commercial quantities of ore, we would be subject to additional
risks respecting any development and production activities. Unusual or
unexpected formations, formation pressures, fires, power outages, labour
disruptions, flooding, explosions, cave-ins, landslides and the inability to
obtain suitable or adequate machinery, equipment or labour are other risks
involved in extraction operations and the conduct of exploration programs. We do
not carry liability insurance with respect to our mineral exploration operations
and we may become subject to liability for damage to life and property,
environmental damage, cave-ins or hazards. There are also physical risks to the
exploration personnel working in the rugged terrain of our claim. Previous
mining exploration activities may have caused environmental damage to the Valolo
Claim. It may be difficult or impossible to assess the extent to which such
damage was caused by us or by the activities of previous operators, in which
case, any indemnities and exemptions from liability may be
ineffective.
-21-
Even
with positive results during exploration, the Valolo Claim might never be put
into commercial production due to inadequate tonnage, low metal prices or high
extraction costs.
We might
be successful, during future exploration programs, in identifying a source of
minerals of good grade but not in the quantity, the tonnage, required to make
commercial production feasible. If the cost of extracting any
minerals that might be found on the Valolo Claim is in excess of the selling
price of such minerals, we would not be able to develop the
claim. Accordingly even if ore reserves were found on the Valolo
Claim, without sufficient tonnage we would still not be able to economically
extract the minerals from the claim in which case we would have to abandon the
Valolo Claim and seek another mineral property to develop, or cease operations
altogether.
Risks
Associated with our Shares:
Our
officers and directors own a substantial amount of our common stock and will
have substantial influence over our operations.
Our
directors and officers currently own 26,250,000 shares of common stock
representing approximately 60% of our outstanding shares. Our
directors and officers have registered for resale under an effective
registration statement 2,625,000 of their shares. Assuming that such
directors and officers sell their 2,625,000 shares, they will still own
23,625,000 shares of common stock representing approximately 54% of our
outstanding shares. As a result, they will have substantial influence
over our operations and can effect certain corporate transaction without further
shareholder approval. This concentration of ownership may also have
the effect of delaying or preventing a change in control.
We
anticipate the need to sell additional treasury shares in the future meaning
that there will be a dilution to our existing shareholders resulting in their
percentage ownership in the Company being reduced accordingly.
We may
seek additional funds through the sale of our common stock. This will
result in a dilution effect to our shareholders whereby their percentage
ownership interest in our Company is reduced. The magnitude of this
dilution effect will be determined by the number of shares we will have to issue
in the future to obtain the funds required.
Since our securities are
subject to penny stock rules, you may have difficulty reselling your
shares.
Our
shares are "penny stocks" and are covered by Section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
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 prospectus, 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 actual result
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.
-22-
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There has been no change in our
securities since the fiscal year ended July 31, 2009.
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no matters brought
forth to the securities holders to vote upon during this quarter.
ITEM
5. OTHER
INFORMATION
None
ITEM
6. EXHIBITS
Exhibits
The
following exhibits are included as part of this report by
reference:
3.1
|
Certificate
of Incorporation (incorporated by reference from Siga’s Registration
Statement on Form SB-2 filed on September 5, 2007, Registration No.
333-145879)
|
|
3.2
|
Articles
of Incorporation (incorporated by reference from Siga’s Registration
Statement on Form SB-2 filed on September 5, 2007, Registration
No.333-145879)
|
|
3.3
|
By-laws
(incorporated by reference from Siga’s Registration Statement on Form SB-2
filed on September 5, 2007, Registration No.
333-145879)
|
|
4
|
Stock
Specimen (incorporated by reference from Siga’s Registration Statement on
Form SB-2 filed on September 5, 2007, Registration No.
333-145879)
|
|
10.1
|
Transfer
Agent and Registrar Agreement (incorporated by reference from Siga’s
Registration Statement on Form SB-2 filed on September 5, 2007
Registration No. 333-145879)
|
-23-
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 thereunto duly
authorized.
SIGA RESOURCES, INC.
|
|
(Registrant)
|
|
Date:
March 11, 2010
|
ARUN
KUMAR
|
Chief
Executive Officer, President and Director
|
|
Date:
March 11, 2010
|
ROHIT SINGH
|
Chief
Financial Officer, Chief Accounting
Officer,
Secretary and Director
|
-24-