Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ________
Commission File No. 000-52842
GOLDEN CENTURY RESOURCES LIMITED
(Exact name of registrant as specified in its charter)
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Delaware
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98-0466250
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Suite 1200, N. West Street, Wilmington, Delaware, 19801
(Address of principal executive offices) (Zip Code)
(302) 295-4937
(Registrant’s telephone number, including area code)
Not Applicable
(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 o
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 o No o
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o Non-accelerated filer o Accelerated filer o 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 o No x
As of November 21, 2011, there were 17,257,300 shares of common stock, par value $0.001, outstanding.
TABLE OF CONTENTS
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1
Golden Century Resources Limited
(A Development Stage Company)
September 30, 2011
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Balance Sheets
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F-1 |
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Statements of Operations
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F-2 |
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Statements of Cash Flows
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F-3 |
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Notes to the Financial Statements
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F-4 |
2
Golden Century Resources Limited
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. dollars)
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September 30,
2011
$
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June 30,
2011
$
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|||||||
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(unaudited)
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||||||||
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ASSETS
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||||||||
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Current Assets
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||||||||
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Cash
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10,305 | 25,488 | ||||||
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Total Current Assets
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10,305 | 25,488 | ||||||
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Deposit (Note 3)
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1,460,000 | 1,460,000 | ||||||
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Total Assets
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1,470,305 | 1,485,488 | ||||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
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Current Liabilities
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||||||||
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Accounts payable
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326,665 | 299,995 | ||||||
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Accrued Liabilities
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23,627 | – | ||||||
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Due to related parties (Note 4)
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238,067 | 219,177 | ||||||
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Franchise tax payable
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19,500 | 18,523 | ||||||
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Convertible Debt (Note 5)
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419,549 | 411,200 | ||||||
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Total Liabilities
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1,027,408 | 948,895 | ||||||
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Contingencies and Commitments (Notes 1 and 6)
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Stockholders’ Equity
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Preferred Stock
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Authorized: 20,000,000 shares, par value $0.0001 per share
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||||||||
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Issued: no shares
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– | – | ||||||
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Common Stock
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Authorized: 250,000,000 shares, par value $0.0001 per share
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Issued: 17,257,300 shares
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1,726 | 1,726 | ||||||
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Additional Paid-in Capital
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3,260,049 | 3,260,049 | ||||||
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Deficit Accumulated During the Development Stage
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(2,818,878 | ) | (2,725,182 | ) | ||||
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Total Stockholders’ Equity
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442,897 | 536,593 | ||||||
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Total Liabilities and Stockholders’ Equity
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1,470,305 | 1,485,488 | ||||||
(The accompanying notes are an integral part of these financial statements)
F-1
Golden Century Resources Limited
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. dollars)
(unaudited)
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Accumulated from
July 1, 2005 (Date
of Inception) to
September 30,
2011
$
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For the
Three Months
Ended
September 30,
2011
$
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For the
Three Months
Ended
September 30,
2010
$
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||||||||||
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Revenue
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||||||||||||
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Sales
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251,731 | – | – | |||||||||
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Cost of sales
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(76,552 | ) | – | – | ||||||||
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Gross Profit
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175,179 | – | – | |||||||||
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Operating Expenses
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||||||||||||
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Consulting
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2,268,834 | 45,000 | 18,000 | |||||||||
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General and administrative expenses
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625,601 | 36,690 | 39,249 | |||||||||
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Mineral property exploration costs
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58,377 | – | 11,075 | |||||||||
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Travel
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109,149 | 3,007 | 4,939 | |||||||||
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Financing fees
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41,100 | – | – | |||||||||
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Total Operating Expenses
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3,103,061 | 84,697 | 73,263 | |||||||||
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Loss before other items
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(2,927,882 | ) | (84,697 | ) | (73,263 | ) | ||||||
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Other Income
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28,630 | – | – | |||||||||
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Gain on debt settlement
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89,373 | – | – | |||||||||
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Interest Expense
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(8,999 | ) | (8,999 | ) | – | |||||||
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Net Loss and Comprehensive Loss
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(2,818,878 | ) | (93,696 | ) | (73,263 | ) | ||||||
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Net Loss Per Share – Basic and Diluted
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(0.01 | ) | (0.00 | ) | ||||||||
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Weighted Average Shares Outstanding
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17,257,000 | 17,057,000 | ||||||||||
(The accompanying notes are an integral part of these financial statements)
F-2
Golden Century Resources Limited
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)
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Accumulated from
July 1, 2005 (Date
of Inception) to
September 30,
2011
$
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For the
Three Months
Ended
September 30,
2011
$
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For the
Three Months
Ended
September 30,
2010
$
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||||||||||
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Operating Activities
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||||||||||||
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Net loss for the period
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(2,818,878 | ) | (93,696 | ) | (73,263 | ) | ||||||
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Adjustments to reconcile net loss to net cash used in
operating activities:
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||||||||||||
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Gain on debt settlement
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(89,373 | ) | – | – | ||||||||
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Stock-based compensation
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1,821,875 | – | – | |||||||||
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Changes in operating assets and liabilities
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Prepaid expenses
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– | – | – | |||||||||
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Accounts payable and accrued liabilities
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416,292 | 50,297 | 47,497 | |||||||||
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State franchise tax
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19,500 | 977 | – | |||||||||
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Due to a related party
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288,940 | 18,890 | 35,089 | |||||||||
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Loans payable
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419,549 | 8,349 | – | |||||||||
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Net Cash Provided by (Used in) Operating Activities
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57,905 | (15,183 | ) | 9,323 | ||||||||
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Investing Activities
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||||||||||||
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Deposits
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(1,457,250 | ) | – | – | ||||||||
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Net Cash Used in Investing Activities
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(1,457,250 | ) | – | – | ||||||||
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Financing Activities
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Proceeds from sale of common stock
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1,409,650 | – | – | |||||||||
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Net Cash Provided by Financing Activities
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1,409,650 | – | – | |||||||||
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Change in Cash
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10,305 | (15,183 | ) | 9,323 | ||||||||
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Cash – Beginning of the Period
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– | 25,488 | 17,507 | |||||||||
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Cash – End of the Period
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10,305 | 10,305 | 26,830 | |||||||||
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Non-Cash Financing and Investing Activities
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Common shares issued for services
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1,852,125 | – | – | |||||||||
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Common shares issued to settle debt
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27,500 | – | – | |||||||||
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Supplemental Disclosures
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Interest paid
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– | – | – | |||||||||
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Income taxes paid
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– | – | – | |||||||||
(The accompanying notes are an integral part of these financial statements)
F-3
Golden Century Resources Limited
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2011
(Expressed in U.S. dollars)
(Unaudited)
1. Nature of Operations and Continuance of Business
The Company was incorporated in the State of Delaware on July 1, 2005 as Golden Century Technologies Corp. and changed its name to Golden Century Resources Limited on September 8, 2009. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company is based in Wilmington, Delaware, and its principal business is the production and distribution of Flushable Colostomy and Ostomy Pouch Liners (the “Liners”) for colostomy and ostomy patients. The Company has entered into two agreements with Colo-Majic Liners,
Inc. (“Colo-Majic”), the inventor of the Liner product. The first agreement is to supply the Liner products to the North American market, and the second agreement is to manufacture, market and distribute the Liner product in the People’s Republic of China.
On August 12, 2009, the Company entered into a Letter of Intent with JinXin Copper Holding Limited (“JinXin”), a British Virgin Island corporation that owns 62% of Nanjiang Long Du Mining Industrial Limited Corporation (“Long Du”). Long Du is incorporated in Sichuan Province in the People’s Republic of China and owns a prospecting permit of the Yang Tan Gold Mine (“Yang Tan”). Pursuant to the Letter of Intent, the Company intends to acquire all the rights to Yang Tan owned by JinXin. In accordance with the Letter of Intent, the Company agreed to pay a total of $1,000,000 to JinXin as a deposit to be used only for expenses relating to the application for the government exploitation
permit for Yang Tan. On August 15, 2009, the Company paid $500,000 to JinXin. On December 18, 2009, the Company entered into a Letter of Agreement with JinXin pursuant to which the Company paid the remaining deposit of $500,000. During fiscal 2011 further payments totaling $460,000 were made to JinXin to cover additional expenses relating to the government exploitation permit. Upon closing, the Company will issue from treasury and deliver to JinXin a yet to be determined amount of common shares of the Company’s capital stock, and pay any additional consideration that is agreed to be paid as part of the consideration in the Definitive Agreement as described in the Letter of Agreement. The amounts paid will be refunded to the Company in the event that the Definitive Agreement is not signed. Mining exploration will be another principal business of the Company upon executing the
Definitive Agreement. The Definitive Agreement has not closed as at November 21, 2011.
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s planned principal activities have commenced, but the Company is still in the early stage of development. In a development stage company, management devotes most of its activities to developing a market for its products and services. The Company has generated minimal revenue and has not paid dividends, and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support
from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at September 30, 2011, the Company has a working capital deficit of $1,017,103 accumulated losses of $2,818,878 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
As at September 30, 2011 the Company had cash of $10,305 on hand. Management’s plan is to continue raising additional funds through future equity or debt financings until it achieves profitable operations from its production and sale activities. Management estimates that it will require additional financing of approximately $750,000 to $1,500,000 over the next twelve months for production of the Liner products, marketing campaigns, mining operation and administrative costs. There is no assurance that the Company will be able to raise sufficient cash to fund its future exploration programs and operational expenditures.
2. Summary of Significant Accounting Principles
a) Basis of Presentation
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is June 30.
F-4
Golden Century Resources Limited
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2011
(Expressed in U.S. dollars)
(Unaudited)
2. Summary of Significant Accounting Principles (continued)
b) Interim Financial Statements
The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2011, included in the Company’s Annual Report on Form 10-K filed on October 13, 2011 with the SEC.
The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at September 30, 2011, and the results of its operations and cash flows for the three months ended September 30, 2011 and 2010. The results of operations for the three months ended September 30, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year.
c) Use of Estimates
The preparation of financial statements in conformity with US generally accepted accounting principles 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. The Company regularly evaluates estimates and assumptions related to stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
d) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.
e) Inventory
Inventory is determined on a first-in, first-out basis and is stated at the lower of cost or market. Market is determined based on the net realizable value, with appropriate consideration given to excessive levels, future demand and other factors. The Company did not have any inventory as of September 30, 2011 and June 30, 2011.
f) Basic and Diluted Net Income (Loss) per Share
The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share (“ASC 260”). ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (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 convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock
price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
g) Comprehensive Loss
ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2011 and 2010, the Company has no items that represent other comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
F-5
Golden Century Resources Limited
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2011
(Expressed in U.S. dollars)
(Unaudited)
2. Summary of Significant Accounting Principles (continued)
h) Financial Instruments and Risk
The Company’s financial instruments consist principally of cash, accounts payable, due to related parties and convertible debt. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Concentrations:
Financial instruments which potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company deposits cash with a high quality financial institution.
Foreign Currency Risk:
The Company undertakes certain transactions in Canadian dollars, Hong Kong dollars and Chinese Renminbi and as such is subject to risk due to fluctuations in exchange rates. The Company does not use derivative instruments to hedge exposure to foreign currency risk.
i) Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
j) Foreign Currency Translation
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars, Hong Kong dollars, and Chinese Renminbi and management has adopted ASC 830, Foreign Currency Translation Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the determination of income.
k) Mineral Property Costs
The Company has recently engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. In the event that a mineral property is acquired through the issuance of the Company’s shares, the mineral property will be recorded at the
fair value of the respective property or the fair value of common shares, whichever is more readily determinable.
When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and bankable feasibility, the costs incurred to develop such property are capitalized.
l) Revenue Recognition
Revenues consist of the sale of the plastic liners and are recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the products shipped, and collectability is reasonably assured.
The Company continually monitors timely payments and assesses any collection issues regarding accounts receivable. At the time of sale, any significant customer accounts that are not expected to be collected are excluded from revenues.
F-6
Golden Century Resources Limited
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2011
(Expressed in U.S. dollars)
(Unaudited)
2. Summary of Significant Accounting Principles (continued)
m) Stock-based Compensation
In accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505, Equity Based Payments to Non-Employees, the Company accounts for share-based payments using the fair value method. The Company has not issued any stock options since its inception. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services
provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.
n) Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3. Deposit on Mineral Property
On August 12, 2009, the Company entered into a Letter of Intent with JinXin Copper Holding Limited (“JinXin”), a British Virgin Island corporation that owns 62% of Nanjiang Long Du Mining Industrial Limited Corporation (“Long Du”). Long Du is incorporated in Sichuan Province in the People’s Republic of China and owns a prospecting permit of the Yang Tan Gold Mine (“Yang Tan”). Pursuant to the Letter of Intent, the Company will acquire all the rights to Yang Tan owned by JinXin. In accordance with the Letter of Intent, the Company agreed to pay a total of $1,000,000 to JinXin as a deposit to be used only for expenses relating to the application for the government exploitation
permit for Yang Tan. On August 15, 2009, the Company paid $500,000 to JinXin. On December 18, 2009, the Company entered into a Letter of Agreement with JinXin pursuant to which the Company paid the remaining deposit of $500,000. The amount is fully refundable to the Company if the exploitation permit application for the Yang Tan Gold Mine is not successful, anytime before the execution of the Definitive Agreement. After the execution of the Definitive Agreement, the amount will be non-refundable. The Company has recorded the two $500,000 payments as a deposit as the agreement states this amount is fully refundable if the permit application is unsuccessful and JinXin has the ability and intent to refund the deposit if the application is unsuccessful. During the year ended June 30, 2011 the Company incurred mineral property expenditures of $11,075. On December 8, 2010, the
Company paid a further $150,000 to JinXin. On June 17, 2011, the Company paid a further $310,000 to JinXin. During the three months ended September 30, 2011, no further payments were made.
Upon closing, the Company will issue from treasury and deliver to JinXin a yet to be determined amount of common shares of the Company’s capital stock, and pay any additional consideration that is agreed to be paid as part of the consideration in the Definitive Agreement as described in the Letter of Agreement. As of September 30, 2011, the Definitive Agreement has not closed.
4. Related Party Transactions
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a)
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On July 1, 2009, the Company entered into an agreement with the Former Secretary of the Company for consulting services to the Company at $3,000 per month. As at September 30, 2011, $26,939 (June 30, 2011 - $27,310) is accrued to this individual for the services and expenses paid on behalf of the Company. The amount accrued is unsecured and is due on demand.
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b)
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On July 1, 2009, the Company entered into an agreement with the President of the Company for consulting services to the Company at $3,000 per month, renewable as long as services are provided to the Company. On July 1, 2011, the Company entered into a consulting contract which increased the monthly fees to $5,000 per month for a period of one year. As at September 30, 2011, $149,724 (June 30, 2011 - $135,327) is owed to the President of the Company for the services and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and is due on demand.
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c)
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At September 30, 2011, the Company owed $61,424 (June 30, 2011 - $56,540) to a shareholder for advances and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and is due on demand.
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F-7
Golden Century Resources Limited
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2011
(Expressed in U.S. dollars)
(Unaudited)
5. Convertible Debt
On July 12, 2011, the Company issued two convertible loans with principal amounts of HKD $1,200,000 and HKD $2,000,000. The loans bear interest at 10% per annum and are convertible into shares of the Company’s common stock at a conversion price US$0.60. Principal and accrued interest is repayable one year from the date of issuance. Pursuant to the issuance, the Company incurred financing fees of $41,100 which is recorded in expenses in the year ended June 30, 2011.
The Company analyzed the financial instrument under ASC 815, Derivatives and Hedging, and determined that the embedded conversion feature did not meet the characteristics of a derivative instrument with a beneficial conversion feature since the conversion feature is not indexed to the entity’s own stock and the limited trading activity in 2010 and 2011 would not permit for net settlement. The number of shares issuable upon conversion will vary depending on the exchange rate. The Company has additional exposure to changes in the HKD currency exchange rates. There is no intrinsic value and no beneficial conversion feature associated with the conversion loans. Thus the conversion feature is not required to be
separated from the host instrument and accounted for separately.
The characteristics of the conversion option will need to be evaluated at the end of each reporting period to ensure that the accounting treatment remains appropriate.
6. Commitments
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a)
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The Company entered into an agreement dated September 28, 2006 with Colo-Majic Liners, Inc. (“Colo-Majic”) to grant the Company a license to manufacture, develop and distribute the Liner product in the mainland of the People’s Republic of China, excluding Hong Kong, Macau and Taiwan. The Company must pay the following license fees on a bi-annual basis:
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i.
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$1.00 for each box of three hundred of the Liner products during the first two years;
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ii.
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$2.00 for each box of three hundred of the Liner products during the third and fourth years;
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iii.
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$3.00 for each box of three hundred of the Liner products during the fifth and sixth years, and thereafter until termination of the license agreement.
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On January 15, 2007, the agreement was amended to add additional territories of Hong Kong, Taiwan, Macau and the Middle East including United Arab Emirates, Saudi Arabia, Turkey, Egypt, Yemen, Oman, Israel, Iraq, Iran, Bahrain, Qatar and Jordan.
This license expires on April 21, 2015. This license will continue until April 21, 2015 as long as the terms and conditions of this agreement are being met.
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b)
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On January 16, 2007, the Company entered into a Distribution Agreement with Verisante Technology, Inc. (formerly T-Ray Science, Inc.) granting Verisante Technology Inc. the non-exclusive distribution right to promote, sell and distribute the Colo-Majic Flushable Liner in the Middle East including United Arab Emirates, Israel, Saudi Arabia, Iran, Egypt and Turkey.
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7. Fair Value Measurements
The Company’s financial instruments consist principally of cash, accounts payable, amounts due to related parties and convertible debt. Pursuant to ASC 820, the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of September 30, 2011 as follows:
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Fair Value Measurements Using
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||||||||||||||||
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Quoted Prices in
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Significant
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|||||||||||||||
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Active Markets
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Other
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Significant
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||||||||||||||
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For Identical
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Observable
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Unobservable
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||||||||||||||
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Instruments
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Inputs
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Inputs
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Total
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|||||||||||||
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(Level 1)
$
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(Level 2)
$
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(Level 3)
$
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Assets:
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Cash
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10,305 | – | – | 10,305 | ||||||||||||
F-8
Forward Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
In this report, unless otherwise specified, all references to “common shares” refer to the common shares of our capital stock.
As used in this quarterly report, the terms “we”, “us” and “our” refer to Golden Century Resources Limited, unless otherwise indicated.
Overview
We are a Delaware corporation established in July 2005. We are engaged in the production, distribution and sale of medical supplies in mainland China, Hong Kong, Macau, Taiwan and the Middle East. Our principal business is to supply Flushable Colostomy and Ostomy Pouch Liners (the “Liners”) to Colo-Majic® Liners, Inc. (“Colo-Majic®”) for its existing North American market and to manufacture, market and distribute the Liners in the People’s of Republic of China, Hong Kong, Macau, Taiwan and the Middle East.
We are also engaged in the business of the acquisition, exploration and development of mineral properties. We intend to acquire a 62% interest in the Yang Tan Gold Mine (“Yang Tan”) in China pursuant to the terms of our agreement with the current owner of that interest, JinXin Copper Holding Limited (“JinXin”).
On October 30, 2005, we entered into an Agreement of Cooperation with Colo-Majic®. Pursuant to the agreement, we agreed to manufacture and supply 3,000,000 or more liners every 18 months. The agreement was for a term of five years and has now expired.
On September 28, 2006, we entered into a Licensing Agreement with Colo-Majic®. Pursuant to the agreement, Colo-Majic® granted us a license to manufacture, develop and distribute the Liners in the mainland of the People’s Republic of China, excluding Hong Kong, Macau and Taiwan.
On January 15, 2007, we entered into a Licensing Agreement Amendment with Colo-Majic® to add the additional territories of Hong Kong, Taiwan, Macau and the Middle East to our existing Licensing, Production and Distribution Agreement dated September 28, 2006.
On January 16, 2007, we entered into a Distribution Agreement with T-Ray Science, Inc. (“T-Ray”), a Delaware corporation, regarding granting non-exclusive distribution rights to T-Ray to promote, sell and distribute the Liners in certain territories of the Middle East including the United Arab Emirates, Israel, Saudi Arabia, Iran, Egypt and Turkey. On January 16, 2008, we terminated this Distribution Agreement.
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On August 12, 2009, we entered into a Letter of Intent with JinXin, a British Virgin Island corporation that owns 62% of the issued and outstanding common shares of Nanjiang Long Du Mining Industrial Limited Corporation (“Long Du”). Long Du is incorporated in Sichuan Province, China and owns a prospecting permit for Yang Tan. Pursuant to the Letter of Intent, we intend to acquire all 62% of the issued and outstanding common shares of Long Du currently held by JinXin and thereby obtain all of the rights and interests of JinXin in Yang Tan. In accordance with the Letter of Intent, we agreed to pay a total deposit of $1,000,000 to JinXin to
be used only for expenses relating to the application for the government exploitation permit for Yang Tan. On August 15, 2009, we paid half of the deposit, $500,000, to JinXin.
On December 18, 2009, we entered into a Letter of Agreement with JinXin, pursuant to which we paid JinXin $500,000, the remaining half of the deposit. On December 8, 2010, we paid a further $150,000 to JinXin to cover additional expenses relating to the government exploitation permit. On June 17, 2011, we paid a further $310,000 to Jin Xin. During the three months ended September 30, 2011, no further payments were made. Upon closing, we will issue common shares of our capital stock to JinXin as part of the purchase price for the shares of Long Du. We do not yet know how many of our shares we will issue to JinXin as that number still has to be
agreed to by the parties. There also may be an additional payment of funds upon closing but that figure is still being negotiated as well.
We have not yet determined the number of shares or amount of funds, if any, that we will pay to JinXin upon the closing of the acquisition of the shares of Long Du.
All amounts that have been paid by us to JinXin are to be refunded to us in the event that our acquisition of the shares in Long Du does not occur. As of November 21, 2011, we had not yet closed the acquisition.
On September 8, 2009, we completed a merger with our subsidiary, Golden Century Resources Limited, a Delaware corporation which was incorporated solely to effect a change in our name. As a result, we changed our name from “Golden Century Technologies Corporation” to “Golden Century Resources Limited”.
We are a development stage company. We have not at any time been able to generate sufficient revenue from sales of our products or services to sustain ongoing operations. From our inception on July 1, 2005 to September 30, 2011, we generated total revenues of only $251,731 and as of September 30, 2011, we had an incurred an accumulated deficit of $2,818,878. We expect to continue to incur significant additional operating losses in the coming years.
Our strategic operating priorities for the balance of 2011 focus primarily on completing the acquisition of JinXin’s interest in Yang Tan and taking over all or some of the operations of the mine at that time.
Product Overview
We have a license to manufacture, market and sell the Liners. The Liners are designed to be used with the existing pouch systems that are regularly used for colostomy and ostomy patients worldwide. Currently, pouches are used, washed between uses and thrown away. By using the Liners, patients can remove and flush the liner and install a new liner into a pouch. This increases the number of times a pouch can be used and reduces costs, since the Liners are much less expensive than the pouches.
The Liners are inexpensive, light to carry, easy to apply, safe and clean.
The Liners are flushable while the pouches are not. The pouches are not flushable because they have to be made from materials with a certain thickness to provide a strong hold capability. Also, they have to have a mechanism for sticking to the skin. These design requirements make them un-flushable. The Liners, however, are completely flushable, which puts the waste in the septic/sewage treatment system instead of in garbage cans and landfills. Disposing of the waste in the septic/sewage treatment system is healthier for both colostomy/ostomy patients and the public.
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The curved-inward shape of the Liners on both sides cuts off the excessive material that otherwise would affect the connection tightness when applying the inter-locking rims of the pouch components, as they are very precise in engineering and require a snug fit at all times. That is to say, a regular rectangular-shaped liner, for example, would have too much material to fit in between the inter-locking rims of the pouch. The curved sealing lines on both sides, however, are designed to create two small areas where several pin holes can be punched into the Liners to let any gas, but not the contents, travel through.
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Shape of the Liner
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Liner in Pouch
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The Liners increase the number of times a pouch can be used and take full advantage of the existing merits of the pouch system; for example, the hold capability, comfort of wear and the seamless connection of the two pieces of the pouch system, which are the wafer and the pouch.
Competition
We face competition from several companies that manufacture and market pouch products in China, including ConvaTec (a Bristol-Myers Squibb Company), Cololplast China Company, Hollister Corporation and emerging companies in China, such as the Si Tai Li Company. However, as far as we are aware, no single company is manufacturing a pouch liner product or a product similar to the Liners. Compared to the pouches alone, we believe the Liners have a very competitive cost edge for consumers.
Sources and Availability of Raw Materials and the Names of Principal Suppliers
We use raw materials obtained in the open market, as we do not currently have any specific principal suppliers. There are three basic groups of customers for the Liners: hospitals and clinics, pharmacies, and colostomy/ostomy patients.
As part of the regular hospital and clinic routine practice, hospitals, clinics and pharmacies maintain supplies of pouch systems for colostomy and ostomy patients, and the health conscious population buys the Liners for at-home use on daily basis.
Intellectual Property
Patents
We have been granted a license by Mr. Douglas Wolrich, the inventor of the Liners, to manufacture, distribute, market and sell the Liners in China. The patent number in China is ZL 95 1 93664.6 and it expires on April 21, 2015.
Trade Marks
Mr. Wolrich holds a 100% interest in the trademark of Colo-Majic® for the Liners. We have the rights to use the trademark in connection with our exercise of the rights under our agreement with Mr. Wolrich.
Domain Names
We hold a 100% interest in the domain name of www.gc-hightech.com
Licensing Agreement
Pursuant to our agreement with Colo-Majic® dated September 28, 2006, Mr. Wolrich granted us the license and the sole exclusive and assignable right to use or cause to be used the Liners in any manner and for any purpose to, in any manner, develop, maintain, manufacture, transport, distribute, market, sell, lease and/or license or sub-license the Liners and to sell the same to the general public throughout China. We acknowledged that the grant of the license is limited only to the purposes stated and does not constitute a grant of any right of ownership of intellectual property of the Liners. This license expires on April 21, 2015 and will continue until that time as long as the terms and conditions of this Licensing
Agreement are being met.
5
Results of Operations
We believe that our limited history of revenue generation make the prediction of future results of operations difficult, and, accordingly, our operating results should not be relied upon as an indication of future performance.
Results of Operations
For the Three Months ended September 30, 2011 Compared to Three Months ended September 30, 2010, and for the Period from July 1, 2005 (Date of Inception) to September 30, 2011
From our inception on July 1, 2005 to September 30, 2011, we generated $251,731 in revenue. We did not generate any revenue during the three month periods ended September 30, 2011 or 2010. For the three months ended September 30, 2011 we incurred a net loss and comprehensive loss of $93,696 (or $0.01 per share), compared to a net loss and comprehensive loss of $73,263 (or $0.00 per share) for the three months ended September 30, 2010. Our net losses were largely attributable to our accounts payable and accrued liabilities and related party payments during the periods. From our inception on July 1, 2005 to September 30, 2011, we incurred a net loss of $2,818,878.
Our total operating expenses were $84,697 for the three months ended September 30, 2011, compared to $73,263 for the three months ended September 30, 2010, an increase of $11,434 that resulted from increases in our consulting expenses during the period. From our inception on July 1, 2005 to September 30, 2011, we incurred total operating expenses of $3,103,061, including $2,268,834 in consulting fees.
Our general and administrative expenses for the three months ended September 30, 2011 were $36,690, compared to $39,249 for the same period in our prior fiscal year. Our general and administrative expenses consist of marketing and promotion, professional fees, meals and entertainment, rent, office maintenance, communication expenses (cellular, internet, fax, telephone), office supplies, courier and postage costs and web development costs. From our inception on July 1, 2005 to September 30, 2011, we incurred $625,601 in general and administrative expenses.
For the Three Months ended September 30, 2011 Compared to Three Months ended September 30, 2010
For the three months ended September 30, 2011 we incurred a net loss of $93,696 (or $0.01 per share), compared to a net loss of $73,263 (or $0.00 per share) for the three months ended September 30, 2010.
Liquidity and Capital Resources
Working Capital and Operations
As of September 30, 2011, we had $10,305 in cash, $1,470,305 in total assets, $1,027,408 in total liabilities and a working capital deficit of $1,017,103. Our deficit accumulated during the development stage as of September 30, 2011 was $2,818,878.
For the three months ended September 30, 2011 we spent cash of $15,183. We did not engage in any investing activities or financing activities during the three months ended September 30, 2011. For the three months ended September 30, 2010, we spent cash of $9,323 on operating activities. We did not engage in any investing activities or financing activities during the three months ended September 30, 2010.
Our capital requirements relating to the manufacturing and marketing of the Liners and the potential acquisition of JinXin’s interest in Yang Tan have been and will continue to be, significant. We are dependent on the proceeds of future financings in order to continue our business and to develop and acquire this interest. We anticipate requiring approximately $750,000 to $1,500,000 in additional financing for the next 12 months. There can be no assurance that we will be able to raise the substantial additional capital necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of, additional financing and there can be no assurance that any such financing will be
available to us on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on us, such as requiring us to significantly curtail or cease operations.
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Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Going Concern Statement
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on our audited financial statements for the period ended June 30, 2011 our independent auditor included an explanatory paragraph regarding its doubt our ability to continue as a going concern. Our audited financial statements contained additional note disclosures describing the circumstances that led to this disclosure by our independent auditor.
There is substantial doubt regarding our ability to continue as a going concern because the continuation of our business is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Our financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.
There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to proceed with our proposed operations and may not be able to meet our obligations as they become due.
Not applicable.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being September 30, 2011, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out by our Principal Executive Officer and Principal Financial Officer. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.
We recently had to restate our financial information for several prior quarterly periods and amend several quarterly reports on Form 10-Q. We recognize that changes in our disclosure controls and procedures, including our internal control over financial reporting, are required to make them effective. At this time we are looking into the changes that should be made to improve our disclosure controls and procedures, including our internal control over financial reporting but have not yet determined what those changes will be or when they would be implemented.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer as appropriate, to allow timely decisions regarding required
disclosure.
Changes in Internal Control over Financial Reporting
As stated above, since our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2011, we recognize that changes in our disclosure controls and procedures, including our internal control over financial reporting, are required to make them effective. At this time we are looking into the changes that should be made to improve our disclosure controls and procedures, including our internal control over financial reporting but have not yet determined what those changes will be or when we will make them.
There were no changes in our internal control 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 control over financial reporting.
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As of the date of this quarterly report, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Not required.
There were no sales of our equity securities during the period covered by this report that were not previously reported.
None.
None.
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Exhibit Number
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Description
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(3)
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Articles of Incorporation and By-laws
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3.1
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Certificate of Incorporation (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)
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3.2
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Bylaws (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)
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3.3
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Certificate of Ownership filed with the Secretary of State of Delaware dated September 8, 2009 (attached as an exhibit to our Form 8-K filed on October 8, 2009)
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(10)
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Material Contracts
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10.1
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Consulting Agreement dated August 1, 2005 between our Company and Mr. Moyou Yu (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)
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10.2
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Consulting Agreement dated August 1, 2005 between our Company and Ms. Li Yang (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)
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10.3
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Production Agreement dated October 31, 2005 between our Company and Colo-Majic Liners, Inc. (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)
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10.4
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Amendment Consulting Agreement dated August 1, 2006 between our Company and Mr. Moyou Yu (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)
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10.5
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Amendment Consulting Agreement dated August 1, 2006 between our Company and Ms. Li Yang (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)
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10.6
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Licensing Agreement dated September 28, 2006 between our Company and Colo-Majic Liners, Inc. (attached as an exhibit to our Registration Statement on Form SB-2 filed on December 22, 2006)
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10.7
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Amended Licensing Agreement dated January 15, 2007 between our Company and Colo-Majic Liners, Inc. (attached as an exhibit to our Form 8-K filed on January 18, 2007)
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10.8
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Distribution Agreement dated January 16, 2007 between our Company and T- Ray Science, Inc. (attached as an exhibit to our Form 8-K filed on January 18, 2007)
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10.9
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Letter of Intent dated August 12, 2009 between our Company and JinXin Copper Holding Limited (attached as an exhibit to our Form 8-K filed on August 12, 2009)
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10.10
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Letter Agreement dated December 18, 2009 between our Company and JinXin Copper Holding Limited (attached as an exhibit to our Form 8-K filed on December 23, 2009)
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10.11
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Form of Private Placement Subscription Agreement (attached as an exhibit to our Form 8-K filed on January 27, 2010)
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10.12
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Private Placement Subscription Agreement dated February 18, 2010 between our Company and Wei Qi (attached as an exhibit to our Form 8-K filed on March 29, 2010)
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10.13
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Lock up Agreement dated February 26, 2010 among our Company, Mo You Yu and Au Chi Shung (attached as an exhibit to our Form 8-K filed on March 15, 2010)
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10.14
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Lock up Agreement dated February 26, 2010 among our Company, Yun Zhi Lu and Au Chi Shung (attached as an exhibit to our Form 8-K filed on March 15, 2010)
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10.15
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Lock up Agreement dated February 26, 2010 among our Company, Au Chi Shung and Golden Century Resources Limited (BVI) (attached as an exhibit to our Form 8-K filed on March 15, 2010)
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10.16
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Lock up Agreement dated February 26, 2010 among our Company, Hong Yang and Au Chi Shung (attached as an exhibit to our Form 8-K filed on March 15, 2010)
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10.17
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Lock up Agreement dated February 26, 2010 among our Company, Thomas Braun and Au Chi Shung (attached as an exhibit to our Form 8-K filed on March 15, 2010)
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10.18
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Lock up Agreement dated February 26, 2010 among our Company, Jiyong Yang and Au Chi Shung (attached as an exhibit to our Form 8-K filed on March 15, 2010)
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10.19
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Consulting Services Agreement dated July 1, 2011 between our Company and David Cheng Lee (attached as an exhibit to our Form 10-K filed on October 13, 2011)
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10.20
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Consulting Services Agreement dated July 1, 2011 between our Company and Albert Au (attached as an exhibit to our Form 10-K filed on October 13, 2011)
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10.21
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Consulting Services Agreement dated July 1, 2011 between our Company and Universe Crown Consultant Limited (attached as an exhibit to our Form 10-K filed on October 13, 2011)
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10.22
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Consulting Services Agreement dated July 1, 2011 between our Company and Global Land Development Inc. (attached as an exhibit to our Form 10-K filed on October 13, 2011)
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| 10.23 | Shareholders' Agreement Dated October 24, 2011 between the Company and certain of its Shareholders (attached as an exhibit to our Form 8-K filed on October 25, 2011 |
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(31)
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Section 302 Certification
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(32)
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Section 906 Certification
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*Filed Herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: November 21, 2011
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GOLDEN CENTURY RESOURCES LIMITED
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By:
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/s/ David Cheng Lee
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David Cheng Lee
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President, Chief Executive Officer, Treasurer, Director
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(Principal Executive Officer and Principal Financial Officer)
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9