Attached files
file | filename |
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EX-10.1 - Tuffnell Ltd. | v210284_ex10-1.htm |
EX-32.1 - Tuffnell Ltd. | v210284_ex32-1.htm |
EX-31.1 - Tuffnell Ltd. | v210284_ex31-1.htm |
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
10-Q
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
x
|
For
the quarterly period ended December 31,
2010
|
or
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For the
transition period from ______________ to ________________
Commission
File Number: 000-53610
Tuffnell
Ltd.
(Exact
name of registrant as specified in its charter)
Nevada
|
26-2463465
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
incorporation
or organization)
|
81 Oxford
Street
London, WID 2EU, United
Kingdom
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: 011-44-
020-7903-5084
(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
preceding 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 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 preceding 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 in
Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
Non-accelerated
filer ¨
|
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). Yes ¨ No
x
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
Yes ¨ No
¨
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 59,610,000 shares of common stock at
February 7, 2011.
TUFFNELL
LTD.
INDEX
PART
I –
|
FINANCIAL
INFORMATION
|
|
Item
1.
|
Financial
Statements:
|
|
Balance
Sheets as of December 31, 2010
|
||
(unaudited)
and September 30, 2010
|
3
|
|
Statements
of Operations for
|
||
the
three months ended December 31, 2010 and 2009 and for the period from July
26, 2007 (inception) through December 31, 2010
|
||
(Unaudited)
|
4
|
|
Statements
of Cash Flows for
|
||
the
three months ended December 31, 2010 and 2009 and for the period from July
26, 2007 (inception) through December 31, 2010
|
||
(Unaudited)
|
5
|
|
Notes
to Financial Statements (Unaudited)
|
6
|
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
9
|
|
Quantitative
and Qualitative Disclosure About Market Risk
|
12
|
|
Item
4.
|
Controls
and Procedures
|
12
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PART
II-
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
14
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Risk
Factors (not applicable)
|
15
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
15
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Item
3.
|
Defaults
Upon Senior Securities
|
15
|
Item
4.
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[Removed
and Reserved]
|
15
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Item
5.
|
Other
Information
|
15
|
Item
6.
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Exhibits
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15
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Signatures
|
16
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2
PART
I - FINANCIAL INFORMATION
TUFFNELL
LTD.
(An
Exploration Stage Company)
BALANCE
SHEETS
December 31, 2010
|
September 30, 2010
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
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$ | 38,932 | $ | 79,150 | ||||
Prepaid
deposits
|
- | 5,330 | ||||||
Total
current assets
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38,932 | 84,480 | ||||||
Capital
assets:
|
||||||||
Mineral
property interests
|
39,261 | 39,261 | ||||||
Total
assets
|
$ | 78,193 | $ | 123,741 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 19,064 | $ | 29,351 | ||||
Notes
payable - related party
|
57,576 | 57,576 | ||||||
Total
current liabilities
|
76,640 | 86,927 | ||||||
Total
liabilities
|
76,640 | 86,927 | ||||||
Commitments | ||||||||
STOCKHOLDERS'
EQUITY
|
||||||||
Common
stock, $0.001 par value, 75,000,000 shares
|
||||||||
authorized,59,360,000
shares issued and outstanding
|
||||||||
at
December 31, 2010 and September 30, 2010
|
59,360 | 59,360 | ||||||
Additional
paid-in capital
|
624,540 | 474,540 | ||||||
Deficit
accumulated during the exploration stage
|
(682,347 | ) | (497,086 | ) | ||||
Total
stockholders' equity
|
1,553 | 36,814 | ||||||
Total
liabilities and stockholder's equity
|
$ | 78,193 | $ | 123,741 |
The
accompanying notes are an integral part of these financial
statements.
3
TUFFNELL
LTD.
(An
Exploration Stage Company)
STATEMENTS
OF OPERATIONS
For
the three months ended December 31, 2010 and 2009 and the period
from
July
26, 2007 (inception) through December 31, 2010
(Unaudited)
Three
months
|
Three
months
|
Inception
through
|
||||||||||
December 31, 2010
|
December 31, 2009
|
December 31, 2010
|
||||||||||
Costs
and expenses:
|
||||||||||||
Mineral
exploration
|
$ | 128,153 | $ | - | $ | 368,766 | ||||||
General
and administrative
|
57,108 | 7,572 | 313,581 | |||||||||
Total
expenses
|
185,261 | 7,572 | 682,347 | |||||||||
Net
loss
|
$ | (185,261 | ) | $ | (7,572 | ) | $ | (682,347 | ) | |||
Net
loss per share:
|
||||||||||||
Basic
and diluted
|
$ | ( 0.00 | ) | $ | ( 0.00 | ) | ||||||
Weighted
average shares
|
||||||||||||
outstanding:
|
||||||||||||
Basic
and diluted
|
59,360,000 | 58,860,000 |
The
accompanying notes are an integral part of these financial
statements.
4
TUFFNELL
LTD.
(An
Exploration Stage Company)
STATEMENTS
OF CASH FLOWS
For
the three months ended December 31, 2010 and 2009 and the
Period
from July 26, 2007 (Inception) through December 31, 2010
(Unaudited)
Three
months
|
Three
months
|
Inception
through
|
||||||||||
December
31, 2010
|
December
31, 2009
|
December
31, 2010
|
||||||||||
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
||||||||||||
Net
loss
|
$ | (185,261 | ) | $ | (7,572 | ) | $ | (682,347 | ) | |||
Adjustment to
reconcile net loss to cash
used in operating activities:
|
||||||||||||
Net
change in:
|
||||||||||||
Prepaid
deposits
|
5,330 | - | - | |||||||||
Accounts
payable
|
(10,287 | ) | - | 19,064 | ||||||||
CASH FLOWS USED IN
OPERATING ACTIVITIES
|
(190,218 | ) | (7,572 | ) | (663,283 | ) | ||||||
CASH FLOWS FROM
INVESTING ACTIVITIES:
|
||||||||||||
Purchase
of mineral property interests
|
- | - | (39,261 | ) | ||||||||
CASH FLOWS USED IN
INVESTING ACTIVITIES
|
- | - | (39,261 | ) | ||||||||
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
||||||||||||
Cash received from
the sale of common
stock
|
150,000 | - | 683,900 | |||||||||
Shareholder
advances, net
|
- | 7,700 | 57,576 | |||||||||
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
|
150,000 | 7,700 | 741,476 | |||||||||
NET
INCREASE (DECREASE) IN CASH
|
(40,218 | ) | 128 | 38,932 | ||||||||
Cash,
beginning of period
|
79,150 | 444 | - | |||||||||
Cash,
end of period
|
$ | 38,932 | $ | 572 | $ | 38,932 | ||||||
SUPPLEMENTAL CASH
FLOW INFORMATION
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for income taxes
|
$ | - | $ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
5
TUFFNELL
LTD.
(An
Exploration Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
December
31, 2010
(UNAUDITED)
Note
1
|
Basis of
Presentation
|
The
accompanying unaudited interim financial statements of Tuffnell Ltd. ("Tuffnell"
or the "Company") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the U.S.
Securities and Exchange Commission ("SEC"), and should be read in conjunction
with the audited financial statements and notes thereto contained in the
Company's annual report filed with the SEC on Form 10-K. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for our interim periods are not necessarily indicative of
the results to be expected for the full year. Notes to the financial statements
that would substantially duplicate the disclosure contained in the audited
financial statements for its fiscal 2010, as reported in the Form 10-K annual
report of the Company, have been omitted.
Certain
prior period amounts have been reclassified to conform to current period
presentation.
The
Company was incorporated in the State of Nevada on July 26, 2007. On February
26, 2010, the Company’s principal shareholder entered into a stock purchase
agreement which provided for the sale of 31,500,000 shares of common stock of
the Company to George Dory. Effective February 26, 2010, Mr. Dory was appointed
Chief Executive Officer, President, Chief Financial Officer, Treasurer and
Director of the Company. Mr. Dory will be paid $4,000 per month for his services
to the Company.
6
Note
2
|
Going
Concern
|
These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue its operations for its
next fiscal year. Realization values may be substantially different from
carrying values as shown and these financial statements do not give effect to
adjustments that would be necessary to the carrying values and classification of
assets and liabilities should the Company be unable to continue as a going
concern. At December 31, 2010, the Company had not yet achieved profitable
operations, has accumulated losses of $682,347 since its inception, has a
working capital deficit of $37,708, and expects to incur further losses in the
development of its business, all of which raise substantial doubt about the
Company's ability to continue as a going concern. The Company's ability to
continue as a going concern is dependent upon its ability to generate future
profitable operations and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management has no formal plan in place to address this
concern but considers that the Company will be able to obtain additional funds
by equity financing and/or related party advances, however there is no assurance
of additional funding being available.
Note
3
|
Related Party
Transactions
|
The
related party loan is due to a director of the Company for funds advanced.
The loan is unsecured, non-interest bearing and has no specific terms for
repayment.
The
Company was charged the following by a director of the Company:
Three months
ended December
31, 2010
|
Three months
ended December
31, 2009
|
|||||||
Management
fees
|
$ | 15,000 | $ | - |
7
Note
4
|
Equity
Transactions
|
In the
first quarter of fiscal 2011, the Company closed a private placement of 250,000
units at $.60 per unit for a total offering price of $150,000. The units
were offered by the Company in reliance upon an exemption from registration
pursuant to Regulation S under the Securities Act of 1933, as amended.
Each unit consists of one share of common stock of the Company and one
non-transferable share purchase warrant. The warrants are exercisable at a
price of $1.00 per share and expire on November 5, 2012. The private
placement was fully subscribed to by a non-U.S. corporation and the shares were
issued on January 14, 2011. The relative fair valve of the share purchase
warrant was $43,190.
Note
5
|
Commitments
|
On March
12, 2010, the Company agreed to the terms of an option agreement (the
“Agreement”) for the acquisition of the Little Butte mining property (the
“Property”) in the State of Nevada by making a cash payment to MinQuest, Inc. of
$39,261 (US) upon signing the Agreement, $10,000 on or before February 25, 2011,
$20,000 (US) on or before March 12, 2011, $20,000 on or before the February 25,
2012, $30,000 on or before March 12, 2012, $30,000 on or before February 25,
2013, $40,000 on or before March 12, 2013, $40,000 on or before February 25,
2014, $50,000 on or before March 12, 2014, $175,000 on or before February 25,
2015, $60,000 on or before March 12, 2015, $60,000 on or before March 12, 2016
and $60,000 on or before March 12, 2017.
The
Company shall also be responsible for making all necessary property payments and
taxes to keep the Property in good standing. The cash payments above include
payments to Jack Walker pursuant to a property option agreement which has been
assigned by MinQuest to the Company as set out in the Agreement.
The
Company shall complete the following exploration expenditures on the Property as
follows: (i) $250,000 on or before the first anniversary of the signing of the
Agreement (ii) $250,000 on or before the second anniversary of the signing of
the Agreement; (iii) $300,000 on or before the third anniversary of the signing
Agreement; (iv) $300,000 on or before the fourth anniversary of the signing
Agreement; (v) $300,000 on or before the fifth anniversary of the signing of the
Agreement; (vi) $300,000 on or before the sixth anniversary of the signing of
the Agreement; and (vii) $300,000 on or before the seventh anniversary of the
signing of the Agreement.
In April
2010, the Company entered into a 6 month Investor Relations agreement which
provides that the agreement may be renewed on the same terms and conditions. The
agreement was renewed in October 1, 2010 for a further 6 month term and expires
on April 1, 2011 unless renewed again. The agreement provides for payment
of $4,500 per month for investor relations services. The agreement further
provides that it may be terminated at any time by mutual written agreement of
the parties, upon dissolution, bankruptcy or insolvency off either party, by
either party giving written notice to the other party that the party is in
default and such default in not cured within fifteen days of such written
default. The agreement may also be terminated by the company for cause
after providing written notice as it relates to any breach of duty of the
contractor or breach of obligations under the agreement.
8
Note
6 Subsequent
Events
On
January 19, 2011, Kyle Beddome, a former director and shareholder of the
Company, agreed to forgive all debts owing to him by the Company for nominal
consideration.
Item
2.
|
Management’s
Discussion and Analysis and Results of
Operation
|
Caution
Regarding Forward-Looking Statements
The
following information may contain certain forward-looking statements that are
not historical facts. These statements represent our expectations or beliefs,
including but not limited to, statements concerning future acquisitions, future
operating results, statements concerning industry performance, capital
expenditures, financings, as well as assumptions related to the foregoing.
Forward-looking statements may be identified by the use of forward-looking
terminology such as “may,” “shall,” “will,” “could,” “expect,” “estimate,”
“anticipate,” “predict,” “should,” “continue” or similar terms, variations of
those terms or the negative of those terms. Forward-looking statements are based
on current expectations and involve various risks and uncertainties that could
cause actual results and outcomes for future periods to differ materially from
any forward-looking statement or view expressed herein. Our financial
performance and the forward-looking statements contained in this report are
further qualified by other risks including those set forth from time to time in
documents filed by us with the U.S. Securities and Exchange Commission
(“SEC”).
The
following information has not been audited. You should read this
information in conjunction with the unaudited financial statements and related
notes to the financial statements included in this report.
Plan
of Operations
Overview
We are a
natural resource exploration company with an objective of acquiring, exploring,
and if warranted and feasible, exploiting natural resource properties. Our
primary focus in the natural resource sector is gold.
9
We do not
anticipate going into production ourselves but instead anticipate optioning or
selling any ore bodies that we may discover to a major mining company. Most
major mining companies obtain their ore reserves through the purchase of ore
bodies found by junior exploration companies such as the Company. Although these
major mining companies do some exploration work themselves, many of them rely on
the junior resource exploration companies to provide them with future deposits
for them to mine. By optioning or selling a deposit found by us to these major
mining companies, it would provide an immediate return to our shareholders
without the long time frame and cost of putting a mine into operation ourselves,
and it would also provide future capital for the Company to continue
operations.
The
search for valuable natural resources as a business is extremely risky. We can
provide investors with no assurance that the properties we have contain
commercially exploitable reserves. Exploration for natural resource
reserves is a speculative venture involving substantial risks. Few properties
that are explored are ultimately developed into producing commercially feasible
reserves. Problems such as unusual or unexpected geological formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan and any money spent on exploration would be lost.
Natural
resource exploration and development requires significant capital and our assets
and resources are very limited. Therefore, we anticipate participating in the
natural resource industry through the purchase or option of early stage
properties. To date, we have one property under option and own
another property.
Mineral
Exploration Property - Little Butte
On March
12, 2010, the Company entered into an Option Agreement (the "Agreement") with
MinQuest, Inc. ("MinQuest"), an unaffiliated third party, whereby MinQuest
granted the Company the sole and exclusive right and option to acquire an
undivided 100% right, title and interest in and to the Little Butte property
subject only to a royalty, being located in LaPaz County, Arizona (the
"Property").
Under the terms of the Agreement, MinQuest has granted the Company
the sole and exclusive option to acquire a 100% undivided interest in and to the
Property by making a cash payment to MinQuest of $39,261 (US) upon signing the
Agreement, $10,000 on or before February 25, 2011, $20,000 (US) on or
before March 12, 2011, $20,000 on or before the February 25, 2012, $30,000
on or before March 12, 2012, $30,000 on or before February 25, 2013,
$40,000 on or before March 12, 2013, $40,000 on or before February
25, 2014, $50,000 on or before March 12, 2014, $175,000 on or before
February 25, 2015, $60,000 on or before March 12, 2015, $60,000 on or
before March 12, 2016, and $60,000 on or before March 12, 2017.
The
Company shall also be responsible for making all necessary property payments and
taxes to keep the Property in good standing. The cash payments above include
payments to Jack Walker pursuant to a property option agreement which has been
assigned by MinQuest to the Company as set out in the
Agreement.
10
As it
relates to the above payments, Jack Walker received $5,000 upon signing the
Agreement, shall receive $10,000 on or before February 25, 2011,
$20,000 on or before the February 25, 2012,
$30,000 on or before February 25 2013, $40,000 on or before February 25, 2014
and $175,000 on or before February 25, 2015.
The
Company shall complete the following exploration expenditures on the Property as
follows: (i) $250,000 on or before the first anniversary of the signing of the
Agreement (ii) $250,000 on or before the second anniversary of the signing of
the Agreement; (iii) $300,000 on or before the third anniversary of the signing
Agreement; (iv) $300,000 on or before the fourth anniversary of the signing of
the Agreement (v)$300,000 on or before the fifth anniversary of the signing of
the Agreement; (vi) $300,000 on or before the sixth anniversary of the signing
of the Agreement; and (vii) $300,000 on or before the seventh anniversary of the
signing of the Agreement .
If and
when the option has been exercised, a 100% right, title and interest in and to
the property shall vest in the Company free and clear of all charges except for
the royalty. The Company may terminate the Agreement at any time by giving 30
days notice of such termination of the Agreement.
If the
Company is in default of the Agreement, MinQuest may terminate the Agreement but
only if:
(a)
MinQuest has first given the Company notice of the default containing
particulars of the obligations which the Company has not performed, and (b) the
Company has not, within 30 days following delivery of such notice, cured such
default by appropriate payment or performance
On April
27, 2010, MinQuest and the Company entered into an Option Amendment Agreement
wherein the date of first payment was extended from March 12, 2010, as set out
in the option agreement dated March 12, 2010 above, to April 30, 2010. On
April 29, 2010, the Company made the first payment of $39,261 to MinQuest in
accordance with the Agreement.
Results
of Operations for the Three Months Ended December 31, 2010 and the Three Months
ended December 31, 2009
We have
not earned any revenues since our incorporation on July 26, 2007, through
December 31, 2010. We do not anticipate producing revenues unless we enter
into commercial production on the Little Butte mining claim, which is
doubtful. We can provide no assurance that we will discover economic
mineralization on the Little Butte claim, or if such minerals are discovered,
that we will enter into commercial production.
Mineral
Exploration. During the three months ended December 31, 2010, the Company
incurred $128,153 in mineral exploration costs compared to no mineral
exploration costs during the three month period December 31, 2009. These mineral
exploration costs were comprised of mining exploration testing and evaluation of
its claims.
11
General
and Administrative Expenses. During the three month period ended December 31,
2010, the Company incurred $57,108 of general and administrative expenses
compared to $7,572 during the three month period ended December 31, 2009. The
general and administrative costs were comprised of accounting fees, legal fees,
filing of SEC reports, and other administrative expenses.
Liquidity
and Capital Resources
Since
inception, we have financed our cash requirements from cash generated from the
sale of common stock and advances from related parties.
Since
inception through to and including December 31, 2010, we have raised $683,900
through private placements of our common stock and received $57,576 in cash
advances from shareholders.
On April
26, 2010, the Company closed a private placement of 500,000 units at $1.00 per
unit for a total offering price of $500,000. The units were offered by the
Company pursuant to an exemption from registration under Regulation S under the
Securities Act of 1933, as amended. Each unit consists of one common share
of the common stock of the Company and one non-transferable share purchase
warrant. The warrants are exercisable at a price of $1.50 per share
commencing April 26, 2010, and expire on April 26, 2012. The private
placement was fully subscribed to by a non-U.S. corporation.
In the
first quarter of fiscal 2011, the Company closed a private placement of 250,000
units at $.60 per unit for a total offering price of $150,000. The units
were offered by the Company pursuant to an exemption from registration pursuant
to Regulation S under the Securities Act of 1933, as amended. Each unit
consists of one share of common stock of the Company and one non-transferable
share purchase warrant. The warrants are exercisable at a price of $1.00
per share and expire on November 5, 2012 . The private placement was fully
subscribed to by a non-U.S. corporation and the shares were issued on January
14, 2011.
There are
no assurances that we will be able to achieve further sales of our common stock
or any other form of additional financing. If we are unable to achieve the
financing necessary to continue the plan of operations, then we will not be able
to continue our exploration of our mineral claims and our venture will
fail.
Off-Balance
Sheet Arrangements
We do not
maintain any off-balance sheet transactions, arrangements, or obligations that
are reasonably likely to have a material effect on our financial condition,
results of operations, liquidity, or capital resources.
Item
3.
|
Quantitative
and Qualitative Disclosures About Market
Risk
|
We are a
smaller reporting Company as defined by Rule 12b-2 under the Securities Exchange
Act of 1934, and are not required to provide the information required under this
item.
12
Item
4.
|
Controls
and Procedures
|
Management’s
Report On Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:
|
-
|
Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
|
|
-
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the Company;
and
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-
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Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company ’ s assets
that could have a material effect on the financial
statements.
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Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control
systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Because of the inherent limitations of internal control,
there is a risk that material misstatements may not be prevented or detected on
a timely basis by internal control over financial reporting. However, these
inherent limitations are known features of the financial reporting
process. Therefore, it is possible to design into the process safeguards
to reduce, though not eliminate, this risk.
Our
management evaluated the effectiveness of our disclosure controls and procedures
and our internal controls over financial reporting as of the end of December 31,
2010. This evaluation was conducted by George Dory, our Chief Executive
Officer, President, and principal financial and accounting officer.
Disclosure
controls are controls and other procedures that are designed to ensure that
information that we are required to disclose in the reports we file pursuant to
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported.
13
Limitations
on the Effectiveness of Controls
Our
management does not expect that our disclosure controls or our internal controls
over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are
met.
Further,
any control system reflects limitations on resources, and the benefits of a
control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain
assumptions about potential future conditions; over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and may not be detected
This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only the management's report in this
quarterly report.
Conclusion
Based
upon his evaluation of our controls, our Chief Executive Officer and principal
financial and accounting officer has concluded that, subject to the limitations
noted above, the disclosure controls and financial reporting controls are
effective providing reasonable assurance that material information relating to
us is made known to management on a timely basis during the period when our
reports are being prepared. There were no changes in our internal controls
and internal controls over financial reporting that occurred during the period
covered by this report that have materially affected, or are reasonably likely
to materially affect our internal controls.
OTHER
INFORMATION
None
14
ITEM
1A. RISK FACTORS
N/A
In the
first quarter of fiscal 2011, the Company closed a private placement of 250,000
units at $.60 per unit for a total offering price of $150,000. The
units were offered by the Company pursuant to an exemption from registration
pursuant to Regulation S under the Securities Act of 1933, as
amended. Each unit consists of one share of common stock of the
Company and one non-transferable share purchase warrant. The warrants
are exercisable at a price of $1.00 per share and expire on November 4,
2012. The private placement was fully subscribed to by a non-U.S.
corporation and the shares were issued on January 14, 2011.
None
None
ITEM
5. OTHER INFORMATION
10.1
|
Form
of warrants covering 250,000 shares of common stock of the Company,
exercisable at $1.00 per share issued on December 13,
2010.
|
31.1
|
Certification
of George Dory - Director, Chief Executive Office, President,
Treasurer, chief financial officer and principal accounting officer of the
Company
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32.1
|
Certification
of George Dory - Director, Chief Executive Office, President,
Treasurer, chief financial officer and principal accounting officer of the
Company
|
15
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.
February
8, 2011
TUFFNELL
LTD.
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By:
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/s/ George Dory
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George
Dory
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||
Director,
Chief Executive Office, President,
Treasurer,
Chief Financial Officer and
principal
accounting
officer
|
16
Exhibit
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No.
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Description
|
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10.1
|
Form
of warrants covering 250,000 shares of common stock of the Company,
exercisable at $1.00 per share issued on December 13,
2010.
|
|
31.1
|
Certification
of George Dory
|
|
32.1
|
Certification
of George Dory
|
17