Attached files
file | filename |
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EX-32 - Panex Resources Inc. | exhibit32.htm |
EX-31 - Panex Resources Inc. | exhibit31.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[
X ]
|
QUARTERLY
REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended May 31,
2010
[ ]
|
TRANSITION
REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
transition period
from ______________________to ______________________
Commission
file number 000-51707
DE
BEIRA GOLDFIELDS INC.
|
(Exact
name of small business issuer as specified in its
charter)
|
Incorporated in the State of
Nevada
(State
or other jurisdiction of incorporation or organization)
|
00-0000000
(I.R.S.
Employer Identification No.)
|
30 Ledgar Road, Balcatta, Western Australia,
6021
|
|
(Address
of principal executive offices)
|
|
011-61-89-240-2836
|
|
(Issuer’s
telephone number)
n/a
|
|
(Former name, former address and former fiscal year, if changed since last report) |
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
[ X ]
Yes [
] No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). [ ]
Yes [ ] No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “accelerated filer”, “large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Larger
accelerated filer
|
[ ]
|
Accelerated
filer
|
[ ]
|
Non-accelerated
filer
|
[ ] (Do
not check if a smaller reporting company)
|
Smaller
reporting company [ X
]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
[ X
] Yes [ ]
No
Page
- 1
APPLICABLE
ONLY TO CORPORATE ISSUERS
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date.
Class
|
Outstanding at July 13,
2010
|
Common
Stock - $0.001 par value
|
67,046,785
|
Transitional
Small Business Disclosure Format (Check one): Yes [ ] No [
X ]
PART
I – FINANCIAL INFORMATION
Item
1. Financial
Statements.
Page
- 2
De
Beira Goldfields Inc.
(An
Exploration Stage Company)
May 31,
2010
Index | |
Balance Sheets as of May 31, 2010 (unaudited) and August 31, 2009 |
F-1
|
Statements
of Operations for the three months and nine months ended May 31, 2010 and
2009
and
for the period May 28, 2004 (date of inception) through May 31, 2010
(unaudited)
|
F-2
|
Statements
of Cash Flows for the nine months ended May 31, 2010 and 2009
and
for the period May 28, 2004 (date of inception) through May 31, 2010
(unaudited)
|
F-3 |
Statements
of Stockholders’ Equity (Deficit) for the period from May 28, 2004 (date
of inception) through
May
31, 2010 (unaudited)
|
F-4 |
Notes to the Financial Statements (unaudited) | F-5 |
Page
- 3
De
Beira Goldfields Inc.
(An
Exploration Stage Company)
Balance
Sheets
(Expressed
in US dollars)
(Unaudited)
May
31,
2010
$
|
August
31,
2009
$
|
||||||
ASSETS
|
|||||||
Current
Assets
|
|||||||
Cash
|
34,500 | 72,424 | |||||
Total
Assets (all current)
|
34,500 | 72,424 | |||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|||||||
Current
Liabilities
|
|||||||
Accounts
payable
|
148,167 | 156,114 | |||||
Accrued
liabilities, related parties (Note 4)
|
213,447 | 182,010 | |||||
Accrued
liabilities, other
|
154,304 | 114,107 | |||||
Loans
and borrowings, related party (Note 4)
|
45,431 | 45,248 | |||||
Loans
and borrowings (Note 7)
|
740,000 | 740,000 | |||||
Deposits
for common stock subscriptions (Note 6)
|
- | 10,000 | |||||
Total
Liabilities (all current)
|
1,301,349 | 1,247,479 | |||||
Contingencies
and Commitments
|
|||||||
Stockholders’
Deficit (Note 6)
|
|||||||
Common
Stock: $0.001 par value; 75,000,000 shares authorized;
67,046,785
(August 31, 2009: 59,696,785) shares issued and
outstanding
|
67,046 | 59,696 | |||||
Additional
paid-in capital
|
10,815,704 | 10,779,554 | |||||
Donated
capital
|
15,750 | 15,750 | |||||
Deficit
accumulated during the exploration stage
|
(12,165,349 | ) | (12,030,055 | ) | |||
Total
Stockholders’ Deficit
|
(1,266,849 | ) | (1,175,055 | ) | |||
Total
Liabilities and Stockholders’ Deficit
|
34,500 | 72,424 | |||||
F
- 1
De
Beira Goldfields Inc.
(An
Exploration Stage Company)
Statements
of Operations
(Expressed
in US dollars)
(Unaudited)
|
For
the
Three
Months
Ended
|
For
the
Three
Months
Ended
|
For
the
Nine
Months
Ended
|
For
the
Nine
Months
Ended
|
Accumulated
From
May
28, 2004
(Date
of Inception)
|
|||||||||||||||
May
31,
|
May
31,
|
May
31,
|
May
31,
|
to
May 31,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
2010
|
|||||||||||||||
$ | $ | $ | $ | $ | |||||||||||||||
Revenue
|
- | - | - | - | - | ||||||||||||||
Operating
expenses
|
|||||||||||||||||||
Donated
rent
|
- | - | - | - | 5,250 | ||||||||||||||
Donated
services
|
- | - | - | - | 10,500 | ||||||||||||||
General
and administrative
|
2,357 | 114 | 5,852 | 893 | 79,380 | ||||||||||||||
Foreign
currency transaction (gain) loss
|
(987 | ) | 2,827 | 3 | (5,587 | ) | 44,275 | ||||||||||||
Mineral
property and exploration costs
|
- | - | - | - | 4,739,777 | ||||||||||||||
Management
fees (Note 4)
|
13,472 | 11,007 | 40,269 | 31,514 | 639,216 | ||||||||||||||
Professional
fees (Note 4)
|
14,143 | 7,219 | 37,508 | 13,840 | 878,002 | ||||||||||||||
Travel
costs
|
- | 1,351 | - | 3,116 | 335,415 | ||||||||||||||
Write-off
deferred acquisition cost (Note 3)
|
- | - | - | - | 400,000 | ||||||||||||||
Provision
against Minanca loan (Note 3)
|
- | - | - | - | 6,100,000 | ||||||||||||||
Total
operating expenses
|
28,985 | 22,518 | 83,632 | 43,776 | 13,231,815 | ||||||||||||||
Other
income (expense)
|
|||||||||||||||||||
Interest income
|
133 | 73 | 308 | 173 | 31,568 | ||||||||||||||
Interest expense
|
(17,492 | ) | (17,440 | ) | (51,970 | ) | (48,765 | ) | (215,148 | ) | |||||||||
Loss on sale of investment (Note
5)
|
- | - | - | - | (126,182 | ) | |||||||||||||
Gain on sale of mineral property
right
(Note
5)
|
- | - | - | - | 1,376,228 | ||||||||||||||
Total
other income (expense)
|
(17,359 | ) | (17,367 | ) | (51,662 | ) | (48,592 | ) | 1,066,466 | ||||||||||
Net
Loss
|
(46,344 | ) | (39,885 | ) | (135,294 | ) | (92,368 | ) | (12,165,349 | ) | |||||||||
Net
Loss Per Share – Basic and Diluted
|
* | * | * | * | |||||||||||||||
Weighted
Average Shares Outstanding
|
67,046,785 | 57,838,089 | 65,687,261 | 50,045,869 | |||||||||||||||
* Amount
is less than $(0.01) per share.
F
- 2
De
Beira Goldfields Inc.
(An
Exploration Stage Company)
Statements
of Cash Flows
(Expressed
in US dollars)
(Unaudited)
For
the
Nine
Months
Ended
May
31,
2010
$
|
For
the
Nine
Months
Ended
May
31,
2009
$
|
Accumulated
From
May
28, 2004
(Date
of Inception) to May 31, 2010
$
|
|||||||||
Cash
Flows From Operating Activities
|
|||||||||||
Net
loss
|
(135,294 | ) | (92,368 | ) | (12,165,349 | ) | |||||
Adjustments
to reconcile net loss to cash used in operating
activities:
|
|||||||||||
Gain on sale of mineral
property rights
|
– | – | (586,228 | ) | |||||||
Loss on sale of
investment
|
– | – | 126,181 | ||||||||
Donated
services and expenses
|
– | – | 15,750 | ||||||||
Expenses
paid by issue of common stock
|
– | – | 500 | ||||||||
Write-off
deferred acquisition costs
|
- | - | 400,000 | ||||||||
Provision
against Minanca loan
|
- | - | 6,100,000 | ||||||||
Change
in operating assets and liabilities
|
|||||||||||
Increase
in receivables and other assets
|
- | (14,962 | ) | - | |||||||
Increase
in accounts payable and accrued liabilities
|
32,250 | 45,457 | 352,117 | ||||||||
Increase
in amounts due to related parties
|
64,937 | 50,610 | 331,626 | ||||||||
Net
Cash Used in Operating Activities
|
(38,107 | ) | (11,263 | ) | (5,425,403 | ) | |||||
Cash
Flows From Investing Activities
|
|||||||||||
Cash
received from sale of investment
|
- | - | 250,047 | ||||||||
Cash
received from sale of mineral property rights
|
- | - | 210,000 | ||||||||
Deferred
acquisition costs
|
- | - | (400,000 | ) | |||||||
Loan
advances
|
- | - | (7,100,000 | ) | |||||||
Repayment
of loan advance
|
- | - | 1,000,000 | ||||||||
Net
Cash Used in Investing Activities
|
- | - | (6,039,953 | ) | |||||||
Cash
Flows From Financing Activities
|
|||||||||||
Loan
from related parties
|
- | - | 594,313 | ||||||||
Loan
repaid to related parties
|
- | - | (576,483 | ) | |||||||
Loan
from unrelated third party
|
- | - | 740,000 | ||||||||
Deposits
received for common shares to be issued
|
- | 40,000 | - | ||||||||
Common
shares issued for cash
|
- | 16,000 | 10,708,750 | ||||||||
Net
Cash Provided by Financing Activities
|
- | 56,000 | 11,466,580 | ||||||||
Effect
of exchange rates on cash
|
183 | (3,177 | ) | 33,276 | |||||||
(Decrease)
Increase in Cash
|
(37,924 | ) | 41,560 | 34,500 | |||||||
Cash
- Beginning of Period
|
72,424 | 38,609 | – | ||||||||
Cash
- End of Period
|
34,500 | 80,169 | 34,500 | ||||||||
F
- 3
De
Beira Goldfields Inc.
(An
Exploration Stage Company)
Statements
of Stockholders’ Equity (Deficit)
(Expressed
in US dollars)
(Unaudited)
Common
Shares
|
|
||||||||||||||||||||||
Number
of Shares
|
Amount
$
|
Additional
Paid-in
Capital
$
|
Donated
Capital
$
|
Deficit AccumulatedDuring
the Exploration Stage
$
|
Total
Stockholders’
Equity
(Deficit)
$
|
||||||||||||||||||
Balances,
May 28, 2004 (Date of inception)
|
- | - | - | - | - | - | |||||||||||||||||
Common
stock issued for servicesto
president
|
6,000,000 | 6,000 | (5,500 | ) | - | - | 500 | ||||||||||||||||
Return
and cancellation of shares
|
(6,000,000 | ) | (6,000 | ) | 6,000 | - | - | - | |||||||||||||||
Net
loss
|
- | - | - | - | (500 | ) | (500 | ) | |||||||||||||||
Balances,
August 31, 2004
|
- | - | 500 | - | (500 | ) | - | ||||||||||||||||
Common
stock issued for cash
|
64,500,000 | 64,500 | (17,750 | ) | - | - | 46,750 | ||||||||||||||||
Return
and cancellation of shares
|
(30,000,000 | ) | (30,000 | ) | 30,000 | - | - | - | |||||||||||||||
Donated
rent
|
- | - | - | 3,000 | - | 3,000 | |||||||||||||||||
Donated
services
|
- | - | - | 6,000 | - | 6,000 | |||||||||||||||||
Net
loss
|
- | - | - | - | (15,769 | ) | (15,769 | ) | |||||||||||||||
Balances,
August 31, 2005
|
34,500,000 | 34,500 | 12,750 | 9,000 | (16,269 | ) | 39,981 | ||||||||||||||||
Common
stock issued for cash
|
1,964,285 | 1,964 | 4,498,036 | - | - | 4,500,000 | |||||||||||||||||
Donated
rent
|
- | - | - | 2,250 | - | 2,250 | |||||||||||||||||
Donated
services
|
- | - | - | 4,500 | - | 4,500 | |||||||||||||||||
Net
loss
|
- | - | - | - | (848,560 | ) | (848,560 | ) | |||||||||||||||
Balances,
August 31, 2006
|
36,464,285 | 36,464 | 4,510,786 | 15,750 | (864,829 | ) | 3,698,171 | ||||||||||||||||
Common stock issued for
cash
|
7,632,500 | 7,632 | 6,098,368 | - | - | 6,106,000 | |||||||||||||||||
Net
loss
|
- | - | - | - | (10,943,990 | ) | (10,943,990 | ) | |||||||||||||||
Balances,
August 31, 2007
|
44,096,785 | 44,096 | 10,609,154 | 15,750 | (11,808,819 | ) | (1,139,819 | ) | |||||||||||||||
Net
loss
|
- | - | - | - | (66,651 | ) | (66,651 | ) | |||||||||||||||
Balances,
August 31, 2008
|
44,096,785 | 44,096 | 10,609,154 | 15,750 | (11,875,470 | ) | (1,206,470 | ) | |||||||||||||||
Common stock issued for
cash
|
1,600,000 | 1,600 | 14,400 | - | - | 16,000 | |||||||||||||||||
Common
stock issued for settlement of debt
|
14,000,000 | 14,000 | 126,000 | - | - | 140,000 | |||||||||||||||||
Shares to be
issued
|
- | - | 30,000 | - | - | 30,000 | |||||||||||||||||
Net loss
|
- | - | - | - | (154,585 | ) | (154,585 | ) | |||||||||||||||
Balances,
August 31, 2009
|
59,696,785 | 59,696 | 10,779,554 | 15,750 | (12,030,055 | ) | (1,175,055 | ) | |||||||||||||||
Common stock issued for cash
received in December 2008 (Note 6)
|
4,000,000 | 4,000 | 6,000 | - | - | 10,000 | |||||||||||||||||
Common
stock issued for settlement of debt (Note 6)
|
3,350,000 | 3,350 | 30,150 | - | - | 33,500 | |||||||||||||||||
Net loss
|
- | - | - | - | (135,294 | ) | (135,294 | ) | |||||||||||||||
Balances,
May 31, 2010
|
67,046,785 | 67,046 | 10,815,704 | 15,750 | (12,165,349 | ) | (1,266,849 | ) |
F
- 4
De
Beira Goldfields Inc.
(An
Exploration Stage Company)
Notes to
the Financial Statements
May 31,
2010
(Unaudited)
1. Exploration
Stage Company
The
Company was incorporated in the State of Nevada on May 28, 2004. The Company is
considered to be an Exploration Stage Company. The Company’s principal business
is the acquisition and exploration of mineral resources.
Going
concern and management’s plans:
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. Since its inception in May 2004, the Company
has not generated revenue and has incurred net losses. The Company incurred a
net loss of $135,294 for the nine months ended May 31, 2010, and a deficit
accumulated during the exploration stage of $12,165,349 for the period from May
28, 2004 (inception) through May 31, 2010. Accordingly, it has not generated
cash flow from operations and has primarily relied upon advances from
shareholders and proceeds from equity financings to fund its operations. These
conditions raise substantial doubt about the Company’s ability to continue as a
going concern.
As
a consequence of the Company’s withdrawal from the Minanca acquisition in
Ecuador, the Colombian Projects (Titiribi and Acandi) and the Peruvian Projects
(Condoroma and Suyckutambo) the Company has no mineral property interests as of
the date of this report. Certain mineral property interests are
presently being considered, but it is too early to say whether they may be
considered appropriate for acquisition.
As of May
31, 2010, the Company had cash of $34,500. Management’s objective is to
recapitalize the Company, raise new capital and seek new investment
opportunities in the mineral sector. Management believes that its worldwide
industry contacts will make it possible to find and assess new
projects. There is no assurance that the Company will be able to consummate
the contemplated capital raisings. In the event that the Company is
unsuccessful in raising additional capital in a timely manner, it will have a
material adverse affect on the Company’s liquidity, financial condition and
business prospects.
The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
or classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
2. Summary
of Significant Accounting Policies
a)
|
Basis
of Presentation
|
These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States. The Company’s
fiscal year-end is August 31.
b)
|
Use
of Estimates
|
The preparation
of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
F
- 5
De
Beira Goldfields Inc.
(An
Exploration Stage Company)
Notes to
the Financial Statements
May 31,
2010
(Unaudited)
2. Summary
of Significant Accounting Policies (continued)
c)
|
Basic
and Diluted Net Income (Loss) Per
Share
|
Basic
earnings per share (‘EPS’) is computed by dividing net income (loss) available
to common shareholders (numerator) by the weighted average number of shares
outstanding (denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period using the
treasury stock method and the if-converted method. In computing EPS, the average
stock price for the period is used in determining the number of shares assumed
to be purchased from the exercise of stock options or warrants. Diluted EPS
excludes all dilutive potential shares if their effect is anti dilutive. There
were no potential dilutive securities outstanding at May 31, 2010 or
2009.
d)
|
Cash
and Cash Equivalents
|
The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.
e) Mineral
Property and Exploration Costs
The
Company has been in the exploration stage since its formation on May 28, 2004
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition and exploration costs are expensed as incurred.
When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs
incurred to develop such property are capitalized. Such costs will be amortized
using the units-of-production method over the estimated life of the probable
reserve. If mineral properties are subsequently abandoned or impaired, any
capitalized costs will be charged to operations.
f) Deferred
Acquisition Costs
The
Company capitalizes deposits paid during the acquisition of equity interests as
deferred acquisition costs. Deferred acquisition costs are recorded
at cost and are included in the purchase price of the equity interest once the
acquisition has been consummated.
g) Financial
Instruments
Financial
instruments, which include cash, accounts payable, and loans and borrowings,
were estimated to approximate their carrying values due to the immediate or
short-term maturity of these financial instruments. The fair value of amounts
due to related parties is not practicable to estimate, due to the related party
nature of the underlying transactions. The Company’s operations are located in
Australia, which results in exposure to market risks from changes in foreign
currency rates. The financial risk is the risk to the Company’s operations that
arise from fluctuations in foreign exchange rates and the degree of volatility
of these rates. Currently, the Company does not use derivative instruments to
reduce its exposure to foreign currency risk.
h) Income
Taxes
The
Company recognizes deferred tax assets and liabilities for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their tax bases, as well
as net operating losses.
Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets or liabilities of a change in tax rates is recognized in the period in
which the tax change occurs. A valuation allowance is provided to
reduce the deferred tax assets to a level, that more likely than not, will be
realized.
F
- 6
De
Beira Goldfields Inc.
(An
Exploration Stage Company)
Notes to
the Financial Statements
May 31,
2010
(Unaudited)
2.
|
Summary
of Significant Accounting Policies
(continued)
|
h) Income
Taxes (continued)
The
Company files income tax returns in the U.S. federal jurisdiction and in the
state of Nevada. Management does not believe there will be any material changes
in the Company’s unrecognized tax positions over the next 12 months. The
Company’s policy is to recognize interest and penalties accrued on any
unrecognized tax benefits as a component of income tax expense.
i) Foreign
Currency Translation and Transactions
The
Company’s functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
into the United States dollar using the exchange rate prevailing at the balance
sheet date. Foreign currency transactions are primarily undertaken in
Australian dollars. Gains and losses arising on settlement of foreign currency
denominated transactions or balances are included in the determination of
income. The effects of foreign currency translation and transactions were not
significant during the periods presented.
j) Concentration
of Credit Risk
The
Company’s financial instruments that are exposed to concentration of credit risk
consist of cash. The Company’s cash is in demand deposit accounts
placed with federally insured financial institutions in
Australia. The Company has not experienced any losses on such
accounts.
k) Interim
Financial Statements
These
interim unaudited financial statements have been prepared on the same basis as
the annual financial statements and in the opinion of management, reflect all
adjustments, which include only normal recurring adjustments, necessary to
present fairly the Company’s financial position, results of operations and cash
flows for the periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for a full year or for any future
period.
The
unaudited financial statements should be read in conjunction with the Company’s
audited financial statements and footnotes thereto for the year ended August 31,
2009 which are included in the Company’s Annual Report on Form
10-K.
l) Recent
Accounting Pronouncements
In June
2009, the Financial Accounting Standards Board (“FASB”) issued a standard that
established the FASB Accounting Standards Codification (“ASC”) and amended the
hierarchy of U.S. GAAP such that the ASC became the single source of
authoritative non-governmental U.S. GAAP. The ASC did not change current U.S.
GAAP, but was intended to simplify user access to all authoritative U.S. GAAP by
providing all authoritative literature related to a particular topic in one
place. All previously existing accounting standard documents were superseded and
all other accounting literature not included in the ASC is considered
non-authoritative. New accounting standards issued subsequent to June 30, 2009
are communicated by the FASB through Accounting Standards Updates (“ASU”s). This standard did not
have an impact on the Company’s results of operations or financial condition.
However, references in the notes to the financial statements previously made to
various former authoritative U.S. GAAP pronouncements have been changed to
reflect the appropriate section of the ASC.
In May
2009, the FASB established general standards for accounting and disclosure of
events that occur after the balance sheet date but before the financial
statements are issued or are available to be issued. The pronouncement required
the disclosure of the date through which an entity has evaluated subsequent
events and the basis for that date, whether that date represents the date the
financial statements were issued or were available to be issued. In February
2010, the FASB amended this standard whereby SEC filers, like the Company, are
required by GAAP to evaluate subsequent events through the date its financial
statements are issued, but are no longer required to disclose in the financial
statements that the Company has done so or disclose the date through which
subsequent events have been evaluated.
F
- 7
De
Beira Goldfields Inc.
(An
Exploration Stage Company)
Notes to
the Financial Statements
May 31,
2010
(Unaudited)
3.
|
Deferred
Acquisition Costs and Loan Advances
|
|
On
June 15, 2006, the Company entered into an agreement with Emco Corporation
(“Emco”) whereby the Company was granted an option to acquire 80% of the
issued and outstanding shares of Minanca, which owns mineral exploration
property in Ecuador (the “Property”), for an aggregate purchase price of
$30,400,000 comprised of 10 million restricted common shares of the
Company at an issue price of $3 per common share and a cash payment of
$400,000.
|
|
Under
the terms of the acquisition agreement and pursuant to settlement of the
acquisition, the Company was obligated to pay loan advances of $7,000,000
to Minanca as follows:
|
i.
|
$1,500,000
within 15 days of settlement of the acquisition transaction for upgrade
expenditures on the Property (paid in
full);
|
ii.
|
$400,000
by July 31, 2006 for upgrades to the Property (paid in
full);
|
iii.
|
$1,375,000
by October 2, 2006 to be paid for existing debt owed by Minanca (paid in
full); and
|
iv.
|
The
balance of $3,725,000 for exploration expenditures on the Property to be
paid equally over a period of 5 months beginning September 1, 2006 with
the final payment due on January 1, 2007 (the total amount has been paid
in full).
|
As of May
31, 2010 the loan advances equalled $6,100,000 ($1,000,000 was repaid during a
previous financial year). Minanca is to undertake to grant a mortgage
of all its assets to the Company as security against the loan advances noted
above. Repayment of the loan advances rank in priority ahead of any dividend or
distribution payments to shareholders of Minanca.
On
December 9, 2007, the Company entered into an agreement with Emco to cancel the
acquisition by De Beira of an 80% interest in Minanca. As a consequence, neither
party has any further rights or obligations to each other, except that Minanca
remains indebted to De Beira for an amount of $6,100,000 which it had agreed to
repay as follows:
|
(i)
|
payment
of US$250,000 to De Beira by close of business on December 14,
2007;
|
|
(ii)
|
payment
of US$1,750,000 to De Beira within 21 days of the execution of the
agreement; and
|
|
(iii)
|
payment
of the remainder of the loan balance in accordance with the provisions of
the June 2006 agreement (which provided for loan repayment from cash
surpluses from the sale of mineral products) or as otherwise agreed
between the parties.
|
As at the
date of this report, no repayments have been made. The loan was fully reserved
for in the financial statements during the year ended August 31, 2007, however
management continues to seek recovery of all or part of the loan.
On June
16, 2006, the Company paid $400,000 as per the terms of the agreement and
provided a loan advance of $100,000 to Minanca. Prior to August 31, 2007, the
Company had recorded the $400,000 as deferred acquisition costs pending the
final settlement of the agreement, however this amount was expensed to the
income statement during the year ended August 31, 2007.
4. Related
Party Transactions
|
a)
|
The
Company incurred management fees during the three and nine months ended
May 31, 2010 of $13,472 and $40,269 ($11,007 and $31,514 for the three and
nine months periods ended May 31, 2009) for services provided by the
president of the Company. As of May 31, 2010 the Company has a liability
of $31,411 for services provided by the president of the Company. The
former president and director is owed $60,038 as of May 31,
2010.
|
|
b)
|
Included
in professional fees during the three and nine months ended May 31, 2010
are $7,768 and $21,605, respectively ($7,219 and $13,857 for the three and
nine months ended May 31, 2009) for consulting fees for administration,
office rent, accounting and company secretarial services provided by a
company in which the president and former director are directors and
shareholders. As of May 31, 2010, the Company has a liability
of $107,749 owing for services provided under this agreement.
|
F
- 8
De
Beira Goldfields Inc.
(An
Exploration Stage Company)
Notes to
the Financial Statements
May 31,
2010
(Unaudited)
|
c)
|
In
June 2007 the Company received loan proceeds of $93,650 from an entity
associated with the Company’s president and chief executive officer.
Interest was charged at 8% simple interest, the loan was unsecured and had
no stated maturity date. The principal and a small portion of interest
totalling $110,338 (AUD115,000) was repaid on May 29, 2008. This loan had
an outstanding balance of $5,452 and accrued interest outstanding of $221
as of November 30, 2008. The balance of the loan totalling $5,673 was
settled by the issue of shares to a third party on February 28,
2009.
|
|
In
August 2007 the Company received loan proceeds totalling $105,068 from
companies in which the president and chief executive officer is a director
and shareholder. Interest is charged at 8% simple interest, is unsecured
and has no stated maturity date. In May 2008 $67,193 was
repaid. As of May 31, 2010, the outstanding loan balances are $45,431 and
the loans have accrued interest outstanding of
$14,249.
|
5. Mineral
Properties
|
a)
|
Titiribi
Gold/Copper Project
|
The
Company entered into an agreement with Goldplata Corporation Limited, Goldplata
Resources Inc. and Goldplata Resources Sucursal Colombia (the “Goldplata Group”)
dated May 6, 2006, whereby the Company was granted an option to acquire up to
70% interest in the Titiribi Gold/Copper project in Colombia, South America. The
agreement allowed the Company to acquire an initial interest of 65% by sole
funding $8 million in exploration expenditures within a 3 year period (the
“Option Period”). The Option Period commenced on June 9, 2006. After
acquiring 65% interest, the Company had 60 days to elect to sole fund further
expenditures in order to acquire another 5%, giving it a total interest of 70%.
The additional interest was to be acquired upon the earlier of completing a
bankable feasibility study or spending a further $12 million, both within a
period of no more than 3 years from the time of the election. The Company could
not withdraw from the agreement after the start of the Option Period until it
either incurred $1 million in exploration expenditures or paid $1 million to the
Goldplata Group. Through August 31, 2008, $2,830,000 of exploration
expenditures have been paid by the Company and recorded as mineral property and
exploration costs on the statement of operations. No further payments
were made during the year ended August 31, 2009 or up to the date of this
report.
On
January 11, 2008 the Company entered into an agreement with Australian publicly
traded company, Windy Knob Resources Limited (“Windy Knob”) to assign its
interests in the Titiribi Gold/Copper Project for cash proceeds of $1 million
being reimbursement of exploration expenditures and 3,250,000 shares of common
stock in Windy Knob. The terms of the agreement were as follows:
|
(i)
|
payment
of $250,000 to the Goldplata Group on behalf of De Beira to satisfy
outstanding cash call requirements (this was paid in January
2008);
|
|
(ii)
|
payment
of $540,000 to the Goldplata Group on behalf of De Beira to satisfy
outstanding cash calls at the completion of due diligence by Windy Knob
(this was paid in January 2008);
and
|
|
(iii)
|
payment
of $210,000 direct to De Beira at the completion of due diligence by Windy
Knob (this was received on February 4,
2008).
|
|
In
connection with this transaction, the Company recognized a gain of
$1,376,288, during the year ended August 31, 2008 which is reported in
other income. As noted above, $790,000 of this gain is offset within
mineral property and exploration costs, as it was paid to the Goldplata
Group by Windy Knob on behalf of the Company to secure the Company’s
rights under the original agreement prior to the
sale.
|
The
3,250,000 shares in Windy Knob were issued to the Company on April 16, 2008 and
sold on May 23, 2008 for cash proceeds of $250,047. In connection with this
sale, the Company recognized a realized loss of $126,182 during the year ended
August 31, 2008. This prior year loss represented the difference between the
fair value at the date the shares were issued to the Company and the date the
shares were sold to a third party.
F
- 9
De
Beira Goldfields Inc.
(An
Exploration Stage Company)
Notes to
the Financial Statements
May 31,
2010
(Unaudited)
b) Peruvian
Gold / Silver Projects
On July
5, 2006, the Company entered into agreements with the Goldplata Group to acquire
an interest of up to 70% in the Condoroma and Suyckutambo Projects in Peru. The
Company was granted an option to acquire up to 70% interest in each of these two
projects on identical terms. The agreements allowed the Company to acquire an
initial interest of 65% by sole funding $4 million in exploration expenditures
within a 3 year period (the “Option Period”). The Option Period
commenced on August 4, 2006. After acquiring 65%, the Company had 60
days to elect to sole fund further expenditures in order to acquire another 5%,
giving it a total interest of 70%. The additional interest was to be acquired
upon the earlier of completing a bankable feasibility study or spending a
further $6 million, both within a period of no more than 3 years from the time
of the election. The Company could not withdraw from the agreement
after the start of the Option Period until it either incurred $500,000 in
exploration expenditures or paid $500,000 to the Goldplata
Group. Through August 31, 2008, $1,110,000 of exploration
expenditures have been paid by the Company on the Condoroma and Suyckutambo
Projects and recorded as mineral property and exploration costs on the statement
of operations. No further payments were made during the year ended August 31,
2009 or up to the date of this report.
|
In
September 2007, De Beira decided to withdraw from the Condoroma and
Suyckutambo Projects as it became apparent that De Beira and the permit
holders, the Goldplata Group, had different philosophies about how the
projects should be further explored and developed. De Beira
favored a measured approach, with a focus on further exploration to
maximize the resource potential whereas the Goldplata Group favored a
short term development and production
strategy.
|
c) Acandi
Project
On
October 19, 2006, the Company entered into a preliminary agreement in
association with the Goldplata Group to earn an 80% interest in the Acandi
copper / gold project in North East Colombia, near the Panama border, by sole
funding exploration expenditures and making cash payments to the present
beneficial holder of the project interest. Through August 31, 2008,
$525,000 of exploration expenditures have been paid by the Company. No further
payments were made during the year ended August 31, 2009 or up to the date of
this report.
In
September 2007, the Company withdrew from the Acandi project and there are no
residual rights or financial obligations.
|
6.
|
Stockholders’
Deficit
|
In October 2009, the Company issued
6,350,000 restricted shares of common stock at a subscription price of $0.01 per
restricted share, for cash proceeds of $40,000 and the settlement of $23,500 in
accrued liabilities and debt due to a related party.
In
January 2010, the Company issued 1,000,000 restricted shares of common stock at
a subscription price of $0.01 per restricted share, for the settlement of
$10,000 in accrued liabilities and debt due to a related party.
|
7.
|
Other
Loans and Borrowings
|
|
In
March and July 2007 the Company received loan proceeds of $240,000 and
$500,000 respectively, from an unrelated third party. These loans are
unsecured and bear a simple interest of 8% per annum with no fixed
repayment date, but the understanding with the lender that the loans will
be repaid from proceeds of future equity financings and/or the repayment
of amounts lent to Minanca.
|
F
- 10
Item
2. Management’s Discussion and Analysis or Plan of
Operation.
THE
FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF DE BEIRA
GOLDFIELDS INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
OTHER FINANCIAL INFORMATION INCLUDED HEREIN.
Uncertainties
Relating To Forward-Looking Statements
This Form
10-Q Quarterly Report for the nine month period ended May 31, 2010 contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements involve risks and
uncertainties, including statements regarding De Beira’s capital needs, business
strategy and expectations. Any statements contained herein that are
not statements of historical facts may be deemed to be forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of
such terms or other comparable terminology. Actual events or results
may differ materially. In evaluating these statements, you should consider
various factors, including the risks outlined from time to time, in other
reports De Beira files with the Securities and Exchange Commission.
The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The forward-looking
statements in this Form 10-Q Quarterly Report for the nine month period ended
May 31, 2010, are subject to risks and uncertainties that could cause actual
results to differ materially from the results expressed in or implied by the
statements contained in this report. As a result, the identification
and interpretation of data and other information and their use in developing and
selecting assumptions from and among reasonable alternatives requires the
exercise of judgment. To the extent that the assumed events do not
occur, the outcome may vary substantially from anticipated or projected results,
and accordingly, no opinion is expressed on the achievability of those
forward-looking statements. No assurance can be given that any of the
assumptions relating to the forward-looking statements specified in the
following information are accurate.
All
forward-looking statements are made as of the date of filing of this Form 10-Q
and De Beira disclaims any obligation to publicly update these statements, or
disclose any difference between its actual results and those reflected in these
statements. De Beira may, from time to time, make oral forward-looking
statements. De Beira strongly advises that the above paragraphs and
the risk factors described in this Annual Report and in De Beira’s other
documents filed with the United States Securities and Exchange Commission should
be read for a description of certain factors that could cause the actual results
of De Beira to materially differ from those in the oral forward-looking
statements. De Beira disclaims any intention or obligation to update
or revise any oral or written forward-looking statements whether as a result of
new information, future events or otherwise.
Background
Since
June 2006, De Beira has had its office at 30 Ledgar Road, Balcatta, Western
Australia, 6021. The telephone number at this office is
011-61-89-240-2836. De Beira uses this office space under an
arrangement whereby an entity related to the president and director of the
Company provides office administration, accounting and corporate secretarial
services to the Company for a fee based on time and hourly charge
rates. De Beira maintains its statutory registered agent’s office at
1859 Whitney Mesa Drive, Henderson, Nevada, 89014.
De Beira
is an exploration stage company engaged in the acquisition and exploration of
mineral properties. De Beira’s plan of operations is to conduct mineral
exploration activities on mineral properties in order to assess whether these
claims possess commercially exploitable mineral deposits. De Beira’s
exploration program will be designed to explore for commercially viable deposits
of base and precious minerals, such as gold, silver, lead, barium, mercury,
copper, and zinc minerals.
Page
- 14
On June
15, 2006, De Beira entered into an agreement with Emco Corporation (“Emco”) to
acquire an 80% interest in Minanca Minera Nanguipa, Compañía Anónima (“Minanca”), subject to certain
conditions. Minanca owns certain mineral exploration property,
including plant and equipment, in Ecuador, South America (the “Ecuador Property”). However, on
December 9, 2007 De Beira entered into an agreement with Emco to cancel the
previously executed acquisition agreement, as the Company concluded that it was
not in its best interests to settle the acquisition.
De Beira
has an authorized capital of 75,000,000 shares of common stock with a par value
of $0.001 per share with 67,046,785 shares of common stock currently issued and
outstanding. The Company is currently in the process of increasing its
authorized capital to 500,000,000 shares of common stock.
De Beira
has not been involved in any bankruptcy, receivership or similar
proceedings. There have been no material reclassifications, mergers,
consolidations or purchases or sales of a significant amount of assets not in
the ordinary course of De Beira’s business.
Plan
of Operation
Management’s
objective is to recapitalize the Company, raise new capital and seek new
investment opportunities in the mineral sector. De Beira will continue to
identify and assess undervalued mineral properties when capital raisings are
completed. A small number of interesting projects are presently being
reviewed, but it is too early to say whether they may be considered appropriate
for acquisition.
Results
of Operations
De Beira
has generated no operating revenues since its inception on May 28, 2004 through
the nine months ended May 31, 2010. During the three and nine month
period ended May 31, 2010, De Beira had interest income of $133 and $308,
respectively, compared to $73 and $173 for the three and nine month period ended
May 31, 2009.
Total
expenses for the three and nine months ended May 31, 2010 were $46,477 and
$135,602, respectively, compared to $39,958 and $92,541 for the three and nine
months ended May 31, 2009. Expenses were higher in the three and nine
month period ended May 31, 2010 than the three and nine month period ended May
31, 2009 due to management fees being invoiced in Australian dollars and the
Australian dollar increasing in value against the United States dollar over the
past year. In addition, professional fees were higher as a result of the filing
of corporate filings with the SEC in an effort to get the Company’s SEC filings
current.
Liquidity
and Capital Resources
As of May
31, 2010, De Beira had cash of $34,500 and a working capital deficit of
$1,266,849. During the nine months ended May 31, 2010, De Beira
used cash of $38,107 in operating activities compared to $11,263 in the nine
months ended May 31, 2009. As previously noted, De Beira is not generating
revenues and accordingly has not generated any significant cash flows from
operations. De Beira is uncertain as to when it will produce cash
flows from operations that are required to meet operating and capital
requirements and will require significant funding from external
sources.
During
the nine months ended May 31, 2010, no cash was used to repay any debt, however,
$33,500 of related party debt was converted to common stock.
Page
- 15
Contingencies
and Commitments
De Beira
has no contingencies or long-term commitments.
While De
Beira has raised capital to meet its working capital and financing needs in the
past, additional financing is required in order to fully complete its plan of
operation and launch its business operations. De Beira is seeking
financing in the form of equity in order to provide the necessary working
capital. De Beira currently has no commitments for
financing. There are no assurances De Beira will be successful in
raising the funds required.
Off-Balance
Sheet Arrangements
De Beira
has no off-balance sheet arrangements that have or are reasonably likely to have
a current or future effect on De Beira’s financial condition, changes in
financial condition, revenue or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors, nor
did De Beira have any non-consolidated, special-purpose entities during this
quarter.
Inflation
Management
does not believe that inflation will have a material impact on De Beira’s future
business operations.
Recent
Accounting Pronouncements
In June
2009, the FASB issued a standard that established the FASB Accounting Standards
Codification (“ASC”) and amended the hierarchy of U.S. GAAP such that the ASC
became the single source of authoritative non-governmental U.S. GAAP. The ASC
did not change current U.S. GAAP, but was intended to simplify user access to
all authoritative U.S. GAAP by providing all authoritative literature related to
a particular topic in one place. All previously existing accounting standard
documents were superseded and all other accounting literature not included in
the ASC is considered non-authoritative. New accounting standards issued
subsequent to June 30, 2009 are communicated by the FASB through Accounting
Standards Updates (“ASU”s). This standard did not have an impact on the
Company’s results of operations or financial condition. However, references in
the notes to the financial statements previously made to various former
authoritative U.S. GAAP pronouncements have been changed to reflect the
appropriate section of the ASC.
In May
2009, the FASB established general standards for accounting and disclosure of
events that occur after the balance sheet date but before the financial
statements are issued or are available to be issued. The pronouncement required
the disclosure of the date through which an entity has evaluated subsequent
events and the basis for that date, whether that date represents the date the
financial statements were issued or were available to be issued. In February
2010, the FASB amended this standard whereby SEC filers, like the Company, are
required by GAAP to evaluate subsequent events through the date its financial
statements are issued, but are no longer required to disclose in the financial
statements that the Company has done so or disclose the date through which
subsequent events have been evaluated.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
De Beira
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this item.
Page
- 16
Item
4T. Controls and Procedures.
Disclosure
Controls and Procedures
Klaus
Eckhof, De Beira’s Chief Executive Officer and Susmit Shah, De Beira’s Chief
Financial Officer, have evaluated the effectiveness of De Beira’s disclosure
controls and procedures (as such term is defined in Rules 13a-15 and 15d-15
under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end
of the period covered by this quarterly report (the “Evaluation
Date”). Based on such evaluation, Mr. Eckhof and Mr. Shah have
concluded that, as of the Evaluation Date, De Beira’s disclosure controls and
procedures are not effective in alerting De Beira on a timely basis to material
information required to be included in its reports filed or submitted under the
Exchange Act, for the reasons listed in Item 9A of the Company’s Form 10-K
filing for the year ended August 31, 2009.
While
management strives to segregate duties as much as practicable, there is an
insufficient volume of transactions at this point in time to justify additional
full time staff. Management believes that this is typical in most exploration
stage companies. De Beira may not be able to fully remediate the material
weakness until we commence mining operations at which time management expects to
employ more staff. Management will continue to monitor and address the costs and
benefits of additional staffing.
Changes
in Internal Controls over Financial Reporting
During
the fiscal quarter covered by this report, there were no changes in De Beira’s
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, De Beira’s internal control over
financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings.
De Beira
is not a party to any pending legal proceedings and, to the best of De Beira’s
knowledge, none of De Beira’s assets are the subject of any pending legal
proceedings.
Item
1A. Risk Factors
De Beira
is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
is not required to provide the information required under this item.
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds.
During
the quarter of the fiscal year covered by this report, (i) De Beira did not
modify the instruments defining the rights of its shareholders and (ii) no
rights of any shareholders were limited or qualified by any other class of
securities.
Item
3. Defaults Upon Senior Securities.
During
the quarter of the fiscal year covered by this report, no material default has
occurred with respect to any indebtedness of De Beira. Also, during
this quarter, no material arrearage in the payment of dividends has
occurred.
Page
- 17
Item
4. (Removed and
Reserved)
Item
5. Other Information.
During
the quarter of the fiscal year covered by this report, De Beira reported all
information that was required to be disclosed in a report on Form
8-K.
Item
6. Exhibits.
(a)
|
Index
to and Description of Exhibits
|
All
Exhibits required to be filed with the Form 10-Q are included in this quarterly
report or incorporated by reference to De Beira’s previous filings with the SEC
which can be found in their entirety at the SEC website at www.sec.gov under SEC
File Number 000-51707 and SEC File Number 333-130264.
Exhibit
|
Description
|
Status
|
3.1
|
Articles
of Incorporation of De Beira Goldfields Inc. filed as an Exhibit to De
Beira’s Form SB-2 (Registration Statement) filed on December 12, 2005 and
incorporated herein by reference.
|
Filed
|
3.2
|
By-Laws
of De Beira Goldfields Inc. filed as an Exhibit to De Beira’s Form SB-2
(Registration Statement) filed on December 12, 2005 and incorporated
herein by reference.
|
Filed
|
10.1
|
Management
Agreement dated April 19, 2006 between De Beira Goldfields Inc. and Reg
Gillard, filed as Exhibit 10.2 to De Beira’s Form 8-K (Current Report)
filed on May 10, 2006 and incorporated herein by
reference.
|
Filed
|
10.2
|
Letter
of Understanding dated May 6, 2006 among De Beira Goldfields Inc.,
Goldplata Corporation Limited, Goldplata Resources Inc, and Goldplata
Resources, Sucursal-Columbia, filed as an Exhibit to De Beira’s Form 8-K
(Current Report) filed on May 25, 2006 and incorporated herein by
reference.
|
Filed
|
10.3
|
Letter
Agreement dated June 15, 2006 between De Beira Goldfields Inc. and Emco
Corporation, filed as an Exhibit to De Beira’s Form 8-K (Current Report)
filed on June 29, 2006 and incorporated herein by
reference.
|
Filed
|
10.4
|
Share
Sale Agreement dated July 10, 2006, between De Beira Goldfields Inc. and
Emco Corporation Inc. S.A., filed as an Exhibit to De Beira’s Form 8-K
(Current Report) filed on July 17, 2006, and incorporated herein by
reference.
|
Filed
|
10.5
|
Heads
of Agreement dated July 26, 2007 among De Beira Goldfields Inc., Goldplata
Resources Peru S.A.C., Goldplata Resources Inc., Golplata Resources
Sucursal-Colombia, Goldplata Corporation Limited, and Goldplata Mining
International Corporation, filed as an Exhibit to De Beira’s Form 10-K
(Annual Report) filed on July 28, 2009 and incorporated herein by
reference.
|
Filed
|
10.6
|
Letter
Agreement dated December 6, 2007 among De Beira Goldfields Inc., Emco
Corporation Inc. S.A. and Minanca Minera Nanguipa, Compania Anonima, filed
as an Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28,
2009 and incorporated herein by reference.
|
Filed
|
10.7
|
Deed
dated January 11, 2008 among De Beira Goldfields Inc., Windy Knob
Resources Limited, Goldplata Mining International Corporation, Goldplata
Resources Inc., and Golplata Resources Sucursal-Colombia, filed as an
Exhibit to De Beira’s Form 10-K (Annual Report) filed on July 28, 2009 and
incorporated herein by reference.
|
Filed
|
14.1
|
Financial
Code of Ethics filed as an Exhibit to De Beira’s Form SB-2 (Registration
Statement) filed on December 12, 2005 and incorporated herein by
reference.
|
Filed
|
31
|
Certifications
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
Included
|
32
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
Included
|
99.1
|
Disclosure
Committee Charter, filed as an Exhibit to De Beira’s Form 10-K (Annual
Report) filed on July 28, 2009 and incorporated herein by
reference.
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Filed
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SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, De
Beira Goldfields Inc. has caused this report to be signed on its behalf by the
undersigned duly authorized person.
DE
BEIRA GOLDFIELDS INC.
Dated: July 15,
2010 By: /s/ Klaus
Eckhof
Name: Klaus Eckhof
Title: President and CEO
(Principal Executive
Officer)
Dated: July 15,
2010 By: /s/ Susmit
Shah
Name: Susmit Shah
Title: CFO
(Principal Financial
Officer)
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Exhibit
31
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- 20
DE
BEIRA GOLDFIELDS INC.
CERTIFICATIONS
PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Klaus
Eckhof, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended May 31,
2010 of De Beira Goldfields Inc.;
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The
registrant’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The
registrant’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors (or persons performing the equivalent functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.
Date: July
15, 2010
/s/ Klaus Eckhof
Klaus
Eckhof
Chief
Executive Officer
.
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- 21
DE
BEIRA GOLDFIELDS INC
CERTIFICATIONS
PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION
I, Susmit
Shah, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the quarter ended May 31,
2010 of De Beira Goldfields Inc.;
2. Based
on my knowledge, this quarterly report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this
report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the small business issuer as
of, and for, the periods presented in this report;
4. The
registrant’s other certifying officer(s) and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business
issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being
prepared;
(b)
[Paragraph omitted in accordance with SEC transition instructions contained in
SEC Release 34-47986.];
(c)
Evaluated the effectiveness of the small business issuer’s disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the small business issuer’s internal
control over financial reporting that occurred during the small business
issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer’s internal
control over financial reporting; and
5. The
registrant’s other certifying officer(s) and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the small
business issuer’s auditors and the audit committee of the small business
issuer’s board of directors (or persons performing the equivalent
functions):
(a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer’s ability to record, process,
summarize and report financial information; and
(b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the small business issuer’s internal control over
financial reporting.
Date: July
15, 2010
/s/
Susmit Shah
Susmit
Shah
Chief
Financial Officer
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Exhibit
32
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- 23
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of De Beira Goldfields Inc. (the “Company”)
on Form 10-Q for the period ended May 31, 2010 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Klaus Eckhof,
President, Chief Executive Officer of the Company and sole member of the Board
of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002,
that:
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(1)
The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934;
and
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(2)
The information contained in the Report fairly presents, in all
material aspects, the financial condition and result of operations of the
Company.
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/s/
Klaus Eckhof
Klaus
Eckhof
Chief
Executive Officer
July 15,
2010
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- 24
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Quarterly Report of De Beira Goldfields Inc. (the “Company”)
on Form 10-Q for the period ended May 31, 2010 as filed with the Securities and
Exchange Commission on the date hereof (the “Report”), I, Susmit Shah, Chief
Financial Officer, Treasurer, and Corporate Secretary of the Company, certify,
pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:
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(1)
The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934;
and
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(2)
The information contained in the Report fairly presents, in all
material aspects, the financial condition and result of operations of the
Company.
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/s/
Susmit Shah
Susmit
Shah
Chief
Financial Officer
July 15,
2010
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