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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
þ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to________________

Commission file number 000-52745
 
TECKMINE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
98-0534859
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     

17622 La Entrada Drive, Yorba Linda, CA  92886
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 949.280.5710

Securities registered under Section 12(b) of the Act:
 
None
 
N/A
Title of each class
 
Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes o No þ

Indicate by check mark whether the registrant has (1) 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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). (Not currently applicable to the Registrant)  Yes þ No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þ
 
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
þ
(Do not check if a smaller reporting company)      

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes þ No o

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $39,012,608 based on a price of $2.00 per share.  The common shares of the Issuer have traded at two occasions to date.  As a result, aggregate market value may not be indicative of actual market value of our company.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes o No N/A þ

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 19,506,304 shares of common stock as of March 30, 2012.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  Not Applicable
 


 
 

 
TABLE OF CONTENTS
 
PART I
       
  Item 1.  
Business
    1  
  Item 1A.  
Risk Factors
    3  
  Item 2.  
Properties
    5  
  Item 3.  
Legal Proceedings.
    5  
  Item 4.  
Mine and Safety Disclosures.
    5  
           
PART II
         
  Item 5.  
Market for registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
    6  
  Item 6.  
Selected Financial Data.
    6  
  Item 7.  
Management’s Discussion and Analysis of Financial Condition and Results Of Operation.
    6  
  Item 7A.
Quantitative And Qualitative Disclosures About Market Risk.
    8  
  Item 8.  
Financial Statements And Supplementary Data.
    9  
  Item 9A.  
Controls and Procedures.
    10  
  Item 9B.  
Other Information.
    11  
           
PART III
         
  Item 10.  
Directors, Executive Officers and Corporate Governance.
    12  
  Item 11.  
Executive Compensation.
    15  
  Item 12.  
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    17  
  Item 13.  
Certain Relationships and Related Transactions, and Director Independence.
    18  
  Item 14.  
Principal Accountant Fees and Services.
    27  
           
PART IV
         
  Item 15.
Exhibits, Financial Statement Schedules..
    28  
           
SIGNATURES .
      29  
 
 
iii

 
 
PART I
 
 
Forward-Looking Statements.
 
This report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “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, including the risks in Item 1A “Risk Factors” commencing on page 3 of this report, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance 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 or performance. Except as required by applicable law, 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 dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
 
As used in this report and unless otherwise indicated, the terms “we”, “us” and “our” refer to Teckmine Industries, Inc.
 
ITEM 1.  BUSINESS
 
We were incorporated in the state of Nevada on May 19, 2004. Our executive and head office is located at 17622 La Entrada Drive, Yorba Linda, CA  92886. The telephone number of our executive and head office is 949.280.5710.
 
Current Business
 
On November 10, 2004, we entered into an option agreement with Goldbridge Resources Ltd., which granted us the right to acquire a 50% interest in the Pioneer Extension Property in consideration for $22,500. The $22,500 was paid to Goldbridge Resources Ltd. in two installments, consisting of a payment of $11,250 upon the execution of the option agreement and a payment of $11,250 on February 10, 2005.
 
The term of the option agreement commenced on November 10, 2004, and extended for a period of 18 months until May 10, 2006. We extended the term of the option agreement by an additional twelve months until May 10, 2007 by paying Goldbridge Resources an additional $10,000 in September 2006. On May 9, 2007, we entered into a subsequent option agreement with Goldbridge Resources Ltd. which included similar terms to the option agreement dated November 10, 2004. The May 9, 2007 agreement granted us the right to acquire a 50% interest in the Pioneer Extension Property in consideration for $22,500. The first installment of $11,250 was paid to Goldbridge Resources Ltd. upon the execution of the agreement and the final payment of $11,250 was paid on November 13, 2007. To exercise the option and acquire the 50% interest in the property, we had to make a minimum of $250,000 of expenditures on the Pioneer Extension Property on or before November 9, 2008.
 
We were unable to raise the financing necessary to carry out the recommended exploration program and results from other exploration programs on neighboring areas showed uneconomic mineralization. In addition, the 2008 financial crises and related liquidity problems made capital raising increasingly difficult for exploration stage mining companies to obtain the financing necessary to undertake exploration programs.
 
 
1

 
 
As a result of these factors, our company decided to not renew the option agreement of the Pioneer Extension Property with Goldbridge Resources and the option on our sole property lapsed on November 10, 2008. As of the date hereof, we do not own any property interests.
 
We are currently seeking suitable opportunities with established business entities for the merger or other form of business combination with our company. Although our company was not successful in raising the funds to explore the Pioneer Extension Property, we may identify target companies which hold alternate mineral properties which are suitable for exploration and development. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. Although we are searching for such opportunities, we have not entered into any definitive agreements to date and there can be no assurance that we will be able to enter into any definitive agreements. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation and enter into such an agreement. If our company requires additional financing and we are unable to acquire such funds, our business may fail.
 
Even if we are able to enter into a business opportunity and obtain the necessary funding, there is no assurance that any revenues would be generated by us or that revenues generated would be sufficient to provide a return to investors.
 
We may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
 
In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our sole officer and director will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.
 
As of the date hereof, management has not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.
 
We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities.
 
We are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a suitable business opportunity through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.
 
Competition
 
We are a company seeking prospective business opportunities.  We compete with other companies for both the acquisition of prospective businesses and the financing necessary to develop such businesses.
 
Employees
 
Our company is currently operated by Nathan Woods as our president, secretary, treasurer and director.  We anticipate that we will be conducting most of our business through agreements with consultants and third parties. Nathan Woods does not have an employment agreement with us.
 
 
2

 
 
Subsidiaries
 
We do not have any subsidiaries.
 
Intellectual Property
 
We do not own, either legally or beneficially, any patent or trademark.
 
ITEM 1A.  RISK FACTORS
 
Risks Related to our Business
 
Much of the information included in this annual report includes or is based upon estimates, projections or other forward looking statements. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
 
Such estimates, projections or other forward looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.
 
We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.
 
We had nil cash and a working capital deficit of $204,707 as of December 31, 2011. We do not have sufficient funds to independently finance the acquisition of suitable business opportunities, nor do we have the funds to independently finance our daily operating costs. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations and to locate and acquire suitable business opportunities. Obtaining additional financing is subject to a number of factors, including market acceptance of projects, investor acceptance of any business opportunity we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.
 
We currently do not generate revenues, and as a result, we face a high risk of business failure.
 
We do not hold an interest in any business or revenue generating property. From the date of our incorporation, we have primarily focused on the location and acquisition of mineral and oil and gas properties. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the location, acquisition and development of a prospective property or the acquisition of a suitable business. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.
 
 
3

 
 
In our management’s report on internal controls over financial reporting, we have identified a number of material weaknesses related to our internal control over financial reporting and concluded that our internal controls over financial reporting and disclosure controls and procedures were ineffective as of December 31, 2011.  These material weaknesses remain unremedied, which could continue to impact our ability to report results of operations and financial condition accurately and in a timely manner.
 
We have identified a number of material weaknesses in our internal control over financial reporting. Our management assessed the effectiveness of our internal control over financial reporting and disclosure controls and procedures as at December 31, 2011 pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the related SEC rules and concluded that our internal control over financial reporting and disclosure controls and procedures were not effective as at December 31, 2011. Specifically, they concluded that six material weaknesses existed as at December 31, 2011 which are set out in Item 9A under the heading “Controls and Procedures”. Although we intend to remediate such material weaknesses as set out in Item 9A, we have not yet been able to address these material weaknesses and they may continue to remain unremedied for some time, which could adversely impact the accuracy and timeliness of future reports and filings we make to the SEC and could have a material adverse effect on our business, results of operations, financial condition and liquidity.
 
If we are unable to hire and retain key personnel, we may not be able to implement our plan of operation and our business may fail.
 
Our success will be largely dependent on our ability to hire and retain highly qualified personnel. This is particularly true in the highly technical businesses of mineral and oil and gas exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or we may fail to retain such employees after they are hired.
 
At present, we have not hired any key personnel. Our failure to hire key personnel when needed will have a significant negative effect on our business.
 
Our sole director and officer is engaged in other business activities and accordingly may not devote sufficient time to our business affairs, which may affect our ability to conduct operations and generate revenues.
 
Our sole director and officer is involved in other business activities.  Nathan Woods, our president, secretary, treasurer and a director, spends approximately 15 hours, or 33%, of his business time on the management of our company. As a result of his other business endeavors, Mr. Woods may not be able to devote sufficient time to our business affairs, which may negatively affect our ability to conduct our ongoing operations and our ability to generate revenues. In addition, the management of our company may be periodically interrupted or delayed as a result of Mr. Woods’ other business interests.
 
Our common stock is illiquid and shareholders may be unable to sell their shares.
 
There is currently no market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior mining and oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.
 
 
4

 
 
Penny stock rules will limit the ability of our stockholders to sell their stock.
 
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.
 
The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder’s ability to buy and sell our stock.
 
In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.
 
ITEM 2.  PROPERTIES.
 
Executive Offices
 
Our principal office is located at 17622 La Entrada Drive, Yorba Linda, CA  92886.  Our office facility, which is approximately 500 square feet in size, is provided to us at no cost from Nathan Woods, our President, Secretary, Treasurer and director. This lease is on a month-to-month basis. We believe our current premises are adequate for our current operations and we do not anticipate that we will require any additional premises in the foreseeable future. When and if we require additional space, we intend to move at that time.
 
ITEM 3.  LEGAL PROCEEDINGS.
 
We know of no material, active or pending legal proceedings against our company, 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.
 
ITEM 4.  MINE AND SAFETY DISCLOSURES.
 
Not Applicable
 
 
5

 
 
PART II
 
ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
Market for Securities
 
There is currently no trading market for our common stock.
 
Holders of our Common Stock
 
As of March 30, 2012, there were 46 holders of record of our common stock. As of such date, 19,506,304 common shares of our company were issued and outstanding.
 
Our transfer agent is the Nevada Agency and Transfer Company located at 50 West Liberty Street, Suite 880, Reno NV  89501.  Their telephone and fax numbers are:  Tel: 775-322-0626, Fax: 775-322-5623.
 
Dividend Policy
 
We have not declared or paid any cash dividends since inception. Although there are no restrictions that limit our ability to pay dividends on our common shares, we intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.
 
Securities Authorized for Issuance Under Equity Compensation Plans
 
We do not have any equity compensation plans.
 
Recent Sales of Unregistered Securities
 
We did not issue any equity securities that were not registered under the Securities Act during the fiscal year ended December 31, 2011.
 
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
 
We did not purchase any of our shares of common stock or other securities during our fiscal year ended December 31, 2011.
 
ITEM 6.  SELECTED FINANCIAL DATA.
 
Not Applicable.
 
ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
 
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.
 
Our audited financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.
 
 
6

 
 
Results of Operations
 
There were no material changes in our results of operations as our results of operations were consistent with past periods.  We did not generate or realize any revenues from our business operations and our expenses were related to complying with our obligations as a reporting company under the Securities Exchange Act of 1934.  These expenses consisted primarily of professional fees relating to the preparation of our financial statements and completion of our annual report, quarterly reports and current reports filings with the Securities and Exchange Commission.
 
During the year ended December 31, 2011, we incurred expenses of $345,016 compared to $51,372 during the year ended December 31, 2010.  The increase in expenses during the year ended December 31, 2011 resulted from an increase in general and administrative expenses.  We have not generated any revenue since our inception.
 
As of December 31, 2011, our company had nil cash and a working capital deficit of $204,707.  We estimate our operating expenses and working capital requirements for the next twelve period to be as follows:
 
1.
$15,000 in connection with our company locating, evaluating and negotiating potential business opportunities;
2.
$40,000 for operating expenses, including professional legal and accounting expenses associated with our company being a reporting issuer under the Securities Exchange Act of 1934; and
3.
$24,000 for management and administrative costs.
 
We will incur additional expenses if we are successful in entering into an agreement to acquire a suitable business opportunity. If we enter into such an agreement, we anticipate that we will require significant funds to develop the business in addition to any acquisition costs. It is not possible to estimate such funding requirements until such time as we enter into a business combination.
 
Liquidity and Capital Resources
 
We had nil cash as of December 31, 2011 compared to cash of $1,278 as of December 31, 2010.  We had a working capital deficit of $204,707 as of December 31, 2011 compared to working capital deficit of $163,613 as of December 31, 2010.  We have suffered recurring losses from inception.  The ability of our company to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our directors and shareholders, the continued issuance of equity to new shareholders, and our ability to achieve and maintain profitable operations.
 
Management believes that our company’s cash balance will not be sufficient to meet our working capital requirements for the next twelve month period.  We estimate that we will require $79,000 over the next twelve month period and at least $205,000 to eliminate our working capital deficiency, exclusive of any acquisition or development costs. This amount may also increase if we are required to carry out due diligence investigations in regards to any prospective business opportunity or if the costs of negotiating the applicable transaction are greater than anticipated. Our company plans to raise the capital required to satisfy our immediate short-term needs and additional capital required to meet our estimated funding requirements for the next twelve months primarily through the private placement of our equity securities.  There is no assurance that our company will be able to obtain further funds required for our continued working capital requirements.
 
In addition to the issues set out above regarding our ability to raise capital, global economies are currently undergoing a period of economic uncertainty related to the tightening of credit markets worldwide. This has resulted in numerous adverse effects, including unprecedented volatility in financial markets and stock prices, slower economic activity, decreased consumer confidence and commodity prices, reduced corporate profits and capital spending, increased unemployment, liquidity concerns and volatile but generally declining energy prices. We anticipate that the current economic conditions and the credit shortage will adversely impact our ability to raise financing. In addition, if the future economic environment continues to be less favorable than it has been in recent years, we may experience difficulty in locating a suitable business opportunity to acquire or enter into a business combination.
 
 
7

 
 
Operating Activities
 
Operating activities used cash of $44,281 during the year ended December 31, 2011 as compared to $32,154 during the year ended December 31, 2010.
 
Financing Activities
 
Financing activities provided cash of $43,003 during the year ended December 31, 2011 as compared to $28,686 during the year ended December 31, 2010.  Cash provided from financing activities during the years ended December 31, 2011 and 2010 resulted from advances from related parties.
 
Investing Activities
 
Investing activities provided nil cash during the years ended December 31, 2011 and 2010.
 
Going Concern
 
There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, entering into a suitable business opportunity and achieving a profitable level of operations.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.  Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
 
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 year ended December 31, 2011, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.  Our statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
 
Application of Critical Accounting Policies
 
Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
 
Recent Accounting Pronouncements
 
Our 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.
 
Off-Balance Sheet Arrangements
 
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial position, revenues and expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
 
ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
Not applicable.
 
 
8

 

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
Teckmine Industries Inc.
(An Exploration Stage Company)
December 31, 2011
 
INDEX
 
Report of Independent Registered Public Accounting Firm
    F-1  
         
Balance Sheets 
    F-2  
         
Statements of Operations 
    F-3  
         
Statements of Cash Flows 
    F-4  
         
Statement of Stockholders’ Deficit 
    F-5  
         
Notes to the Financial Statements 
    F-7  
 
 
9

 

 
 
Report of Independent Registered Public Accounting Firm


To the Directors and Stockholders
Teckmine Industries, Inc.
(An Exploration Stage Company)
 
We have audited the accompanying balance sheets of Teckmine Industries, Inc. as of December 31, 2011 and 2010, and the related statements of operations, cash flows and stockholders’ deficit for the years then ended and accumulated for the period from May 19, 2004 (Date of Inception) to December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Teckmine Industries, Inc. (An Exploration Stage Company) as of December 31, 2011 and 2010, and the results of its operations, cash flows and stockholders’ deficit for the years then ended and accumulated for the period from May 19, 2004 (Date of Inception) to December 31, 2011 in conformity with accounting principles generally accepted in the United States.
 
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues, has a working capital deficit and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
/s/ “Manning Elliott LLP”
 
CHARTERED ACCOUNTANTS
Vancouver, Canada
March 30, 2012
 
 
F-1

 

Teckmine Industries, Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. dollars)

   
December 31,
2011
   
December 31,
2010
 
    $     $  
ASSET
           
             
Current Asset
           
             
Cash
          1,278  
                 
Total Asset
          1,278  
                 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
Current Liabilities
               
                 
Accounts payable
    3,657       8,674  
Accrued liabilities
    6,120       130  
Due to related parties (Note 4(b))
    194,930       154,809  
                 
Total Liabilities
    204,707       163,613  
                 
                 
Contingencies (Note 1)
               
                 
Stockholders’ Deficit
               
                 
Common Stock:
100,000,000 shares authorized, $0.001 par value;
19,506,304 shares issued and outstanding (2010 – 19,506,304)
    19,506       19,506  
                 
Additional Paid-in Capital
    52,553       52,553  
                 
Donated Capital (Note 4(a))
    68,250       59,250  
                 
Deficit Accumulated During the Exploration Stage
    (345,016 )     (293,644 )
                 
Total Stockholders’ Deficit
    (204,707 )     (162,335 )
                 
Total Liabilities and Stockholders’ Deficit
          1,278  
 
(The Accompanying Notes are an Integral Part of the Financial Statements)
 
 
F-2

 

Teckmine Industries, Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. dollars)

   
Accumulated from
             
   
May 19, 2004
   
For the
   
For the
 
   
(Date of Inception)
   
Year Ended
   
Year Ended
 
   
to December 31,
   
December 31,
   
December 31,
 
   
2011
   
2011
   
2010
 
    $     $     $  
                         
Revenue
                 
                         
Expenses
                       
                         
General and administrative (Note 4(a))
    285,330       51,372       45,120  
Impairment of mineral property costs
    55,000              
Mineral property costs
    4,686              
                         
Total Expenses
    345,016       51,372       45,120  
                         
Net Loss
    (345,016 )     (51,372 )     (45,120 )
                         
                         
Net Loss Per Share – Basic and Diluted
                 
                         
                         
Weighted Average Shares Outstanding
          19,506,304       19,506,304  
 
(The Accompanying Notes are an Integral Part of the Financial Statements)
 
 
F-3

 

Teckmine Industries, Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. dollars)

   
Accumulated from
May 19, 2004
(Date of Inception)
   
For the
Year Ended
   
For the
Year Ended
 
   
to December 31,
2011
   
December 31,
2011
   
December 31,
2010
 
    $     $     $  
                         
Operating Activities
                       
                         
Net loss for the period
    (345,016 )     (51,372 )     (45,120 )
                         
Adjustment to reconcile net loss to cash used in operating activities:
                       
Donated services and expenses
    68,250       9,000       9,000  
Impairment of mineral property costs
    55,000       -        
Loss (gain) from foreign exchange transactions
    4,037       (2,186 )     3,705  
                         
Changes in operating assets and liabilities:
                       
Accounts payable
    2,990       (5,685 )     1,834  
Accrued liabilities
    6,091       5,962       (1,573 )
                         
Net Cash Used in Operating Activities
    (208,648 )     (44,281 )     (32,154 )
                         
Investing Activity
                       
                         
Mineral property costs
    (55,000 )            
                         
Net Cash Used in Investing Activity
    (55,000 )            
                         
Financing Activities
                       
                         
Proceeds from issuance of common stock
    75,809              
Share issuance costs
    (3,750 )            
Advances from related parties
    191,589       43,003       28,686  
                         
Net Cash Flows Provided by Financing Activities
    263,648       43,003       28,686  
                         
Decrease in Cash
          (1,278 )     (3,468 )
                         
Cash – Beginning of Period
          1,278       4,746  
                         
Cash – Ending of Period
                1,278  
                         
Supplemental Disclosures
                       
                         
Interest paid
                   
Income taxes paid
                   
 
(The Accompanying Notes are an Integral Part of the Financial Statements)
 
 
F-4

 

Teckmine Industries, Inc.
(An Exploration Stage Company)
Statements of Stockholders’ Deficit
From May 19, 2004 (Date of inception) to December 31, 2011
(Expressed in U.S. dollars)

                                       
Deficit
       
                                       
Accumulated
       
               
Additional
   
Common
   
Share
         
During the
       
   
Common Stock
   
Paid-in
   
Stock
   
Subscriptions
   
Donated
   
Exploration
       
   
Shares
   
Amount
   
Capital
   
Subscribed
   
Receivable
   
Capital
   
Stage
   
Total
 
      #     $     $     $     $     $     $     $  
                                                                 
Balance – May 19, 2004 (Date of inception)
                                               
                                                             
June 30, 2004 – Issuance of common stock for cash at $0.001 per share
    10,000,000       10,000                                     10,000  
                                                                 
Common stock subscribed
                      33,625                         33,625  
                                                                 
Donated services and rent
                                  5,250             5,250  
                                                           
Net loss for the period
                                        (19,720 )     (19,720 )
                                                               
Balance – December 31, 2004
    10,000,000       10,000             33,625             5,250       (19,720 )     29,155  
                                                                 
June 30, 2005 – Issuance of common stock at $0.005 per share
    9,410,000       9,410       37,640       (33,625 )                       13,425  
                                                                 
Share issuance costs
                (3,750 )                             (3,750 )
                                                                 
Donated services and rent
                                  9,000             9,000  
                                                                 
Net loss for the year
                                        (20,963 )     (20,963 )
                                                                 
Balance – December 31, 2005
    19,410,000       19,410       33,890             (130 )     14,250       (40,683 )     26,867  
                                                               
December 2006 – Issuance of common stock at $0.20 per share
    96,304       96       18,663             (130 )                 18,629  
                                                                 
Donated services and rent
                                  9,000             9,000  
                                                             
Net loss for the year
                                        (28,443 )     (28,443 )
                                                                 
Balance – December 31, 2006
    19,506,304       19,506       52,553                   23,250       (69,126 )     26,053  
                                                               
Proceeds from share subscriptions receivable
                            130                   130  
                                                                 
Donated services and rent
                                  9,000             9,000  
                                                                 
Net loss for the year
                                        (90,966 )     (90,966 )
                                                               
Balance – December 31, 2007
    19,506,304       19,506       52,553                   32,250       (160,092 )     (55,783 )
 
(The Accompanying Notes are an Integral Part of the Financial Statements)
 
 
F-5

 
 
Teckmine Industries, Inc.
(An Exploration Stage Company)
Statements of Stockholders’ Deficit
From May 19, 2004 (Date of inception) to December 31, 2011
(Expressed in U.S. dollars)

                                       
Deficit
       
                                       
Accumulated
       
               
Additional
   
Common
   
Share
         
During the
       
   
Common Stock
   
Paid-in
   
Stock
   
Subscriptions
   
Donated
   
Exploration
       
   
Shares
   
Amount
   
Capital
   
Subscribed
   
Receivable
   
Capital
   
Stage
   
Total
 
      #     $     $     $     $     $     $     $  
                                                                 
Balance – December 31, 2007
    19,506,304       19,506       52,553                   32,250       (160,092 )     (55,783 )
                                                                 
Donated services and rent
                                  9,000             9,000  
                                                             
Net loss for the year
                                        (38,328 )     (38,328 )
                                                               
Balance – December 31, 2008
    19,506,304       19,506       52,553                   41,250       (198,420 )     (85,111 )
                                                                 
Donated services and rent
                                  9,000             9,000  
                                                                 
Net loss for the year
                                        (50,104 )     (50,104 )
                                                               
Balance – December 31, 2009
    19,506,304       19,506       52,553                   50,250       (248,524 )     (126,215 )
                                                               
Donated services and rent
                                  9,000             9,000  
                                                                 
Net loss for the year
                                        (45,120 )     (45,120 )
                                                               
Balance – December 31, 2010
    19,506,304       19,506       52,553                   59,250       (293,644 )     (162,335 )
                                                                 
Donated services and rent
                                  9,000             9,000  
                                                                 
Net loss for the year
                                        (51,372 )     (51,372 )
                                                               
Balance – December 31, 2011
    19,506,304       19,506       52,553                   68,250       (345,016 )     (204,707 )
 
(The Accompanying Notes are an Integral Part of the Financial Statements)
 
 
F-6

 
 
Teckmine Industries, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
 
1.  
Nature of Operations and Continuance of Business
 
The Company was incorporated in the State of Nevada on May 19, 2004. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the acquisition and exploration of mineral resources. The Company does not currently have any mineral property interests.
 
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 has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate 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, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at December 31, 2011, the Company has a working capital deficiency of $204,707, has not generated any revenue, and has accumulated losses of $345,016 since inception. Management plans that 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. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
 
2.  
Summary of Significant Accounting Policies
 
(a) Basis of Accounting
 
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. The Company’s fiscal year end is December 31.
 
(b) Use of Estimates
 
The preparation of financial statements in conformity with U.S. 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 the valuation of donated expenses 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.
 
(c) Cash and Cash Equivalents
 
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
 
(d) Foreign Currency Translation
 
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC 740, 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. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
 
 
F-7

 
 
Teckmine Industries, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
 
2.     Summary of Significant Accounting Policies (continued)
 
(e) Fair Value of Financial Instruments
 
The Company’s financial instruments consist principally of cash, accounts payable and due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments, the fair value of cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
 
(f) 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.
 
(g) Mineral Property Costs
 
The Company has been in the exploration stage since its formation on May 19, 2004 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are initially 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 exploration 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.
 
(h) Long-lived Assets
 
In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.
 
 
F-8

 
 
Teckmine Industries, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
 
2.     Summary of Significant Accounting Policies (continued)
 
(i) Asset Retirement Obligations
 
The Company follows the provisions of ASC 440, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The Company did not have any asset retirement obligations as of December 31, 2011 and 2010.
 
(j) Basic and Diluted Net Income (Loss) Per Share
 
The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share, which 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.
 
(k) Comprehensive Income
 
ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, 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.
 
(l) Recently Issued 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.    Mineral Property
 
The Company entered into an agreement dated November 10, 2004 whereby the Company was granted an option in consideration for $22,500 (paid) to acquire a 50% interest in a mineral property located in British Columbia, Canada. The Company may exercise the option by incurring a minimum of $250,000 of exploration expenditures on the property prior to May 10, 2006. In fiscal 2006, the Company negotiated to extend the terms of the agreement by a further 12 months by paying an additional $10,000. On May 9, 2007, the Company extended the terms of the mineral property option agreement a further 18-month extension to November 9, 2008 by paying an additional $22,500. At December 31, 2007, the Company recognized an impairment of $22,500 (2006 - $10,000) as it had not yet been determined whether there were proven or probable reserves on the property. Upon the expiry of the second extension of the option agreement on November 9, 2008, the Company decided not to pursue this property and formally relinquished any entitlement to the property.
 
 
F-9

 
 
Teckmine Industries, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
 
4.  
Related Party Transactions
 
(a)  
During the year ended December 31, 2011, the Company recognized $6,000 (2010 - $6,000) for donated services at $500 per month and $3,000 (2010 - $3,000) for donated rent at $250 per month provided by the President of the Company.
 
(b)  
As at December 31, 2011, the total amount of $194,930 (2010 - $154,809) is owed to the President of the Company, a director and two shareholders. The amounts due are non-interest bearing, unsecured and due on demand.
 
5.  
Fair Value Measurements
 
The Company’s financial instruments consist principally of cash, accounts payable and amounts due to related parties. 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.
 
6.  
Income Taxes
 
As at December 31, 2011, the Company has net operating losses carried forward of $217,080 available to offset taxable income in future years which begin expiring in fiscal 2025.
 
The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

   
Year Ended
December 31,
2011
   
Year Ended
December 31,
2010
 
    $     $  
Income tax recovery at statutory rate
    17,980       15,792  
                 
Permanent differences
    (3,150 )     (3,150 )
                 
Valuation allowance change
    (14,830 )     (12,642 )
                 
Provision for income taxes
           
 
 
F-10

 
 
Teckmine Industries, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
 
6.  
Income Taxes (continued)
 
The significant components of deferred income tax assets and liabilities at December 31, 2011 and 2010 are as follows:

   
December 31,
2011
   
December 31,
2010
 
    $     $  
Deferred income tax assets:
           
             
Net operating losses carried forward
    75,978       61,148  
                 
Mineral property costs
    20,890       20,890  
                 
Valuation allowance
    (96,868 )     (82,038 )
                 
Net deferred income tax asset
           
 
 
 
F-11

 
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
None.
 
ITEM 9A.  CONTROLS AND PROCEDURES.
 
Disclosure Controls and Procedures
 
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, these officers concluded that as of the end of the period covered by this annual report on Form 10-K, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and include controls and procedures designed to ensure that such information is accumulated and communicated to our company’s management, including our company’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.”  Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.  Our company intends to remediate the material weaknesses as set out below.
 
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
 
Management’s Report on Internal Control Over Financial Reporting
 
Management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). Our company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
 
 
10

 
 
Our Management, including our principal executive officer and principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of December 31, 2011 based on the criteria set forth in the SEC’s Release No. 33-8810: Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at December 31, 2011 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; (iv) no written whistle-blower policy; (v) inadequate knowledge to address complex accounting and tax issues that may arise; and (vi) risk to our company as a going concern in the event the sole executive officer of our company is unable to fulfill this role due to death or incapacitation.
 
Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2012: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle-blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.  The remediation efforts set out in (i) and (iii) are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.
 
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
 
Changes in Internal Control Over Financial Reporting.
 
There were no changes in our company’s internal control over financial reporting during the quarter ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.
 
ITEM 9B.  OTHER INFORMATION.
 
None.
 
 
11

 
 
PART III
 
 
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Directors and Executive Officers
 
As at April 11, 2012, our directors and executive officers, their ages, positions held, and duration of such, are as follows:
 
Name
Position Held with our company
Age
Date First Elected or Appointed
Nathan Woods
President, Secretary, Treasurer and Director
41
December 29, 2011
 
Business Experience
 
The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.
 
Nathan Woods
 
Nathan Woods was appointed as our president, secretary, treasurer and a director of our company on December 29, 2011.  Nathan Woods has been involved in geological exploration since 2001, and a design professional in the architecture and construction industry for the past 25 years, with an emphasis on construction contract administration.  Nathan Woods is a director on the board of directors with the Orange County Chapter of the CSI (Construction Specifiers Institute).  Additionally, Nathan Woods is a trained overland travel guide, often leading vehicle dependant travel adventures throughout the western United States.
 
We believe Mr. Woods is qualified to serve on our board of directors because of his knowledge of our company’s history and current operations, which he gained from working for our company as described above, in addition to his business experiences as described above.
 
Significant Employees
 
We have no significant employees other than Nathan Woods, the sole officer and director of our company.
 
Family Relationships
 
There are no family relationships among our directors or officers.
 
 
12

 
 
Involvement in Certain Legal Proceedings
 
Our directors, executive officers and control persons have not been involved in any of the following events during the past ten years:

 
1.
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
     
 
2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
     
 
3.
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
     
 
4.
being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
     
 
5.
being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
     
 
6.
being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
Audit Committee
 
Our board of directors struck an audit committee on March 26, 2009.  As of this date, our sole director and officer acts as our sole member of the audit committee.  Mr. Woods is not an “independent director” as defined in the Nasdaq Marketplace Rules and National Instrument 52-110 as he is our president, secretary and treasurer.
 
Audit Committee Financial Expert
 
Our board of directors has determined that it does not have an audit committee member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit committee is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.
 
 
13

 
 
Nomination Procedures For Appointment of Directors
 
As of the date of this annual report, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.
 
Code of Ethics
 
Effective March 26, 2008, our company’s board of directors adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company’s president, secretary and treasurer (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
 
1.
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
2.
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;
 
3.
compliance with applicable governmental laws, rules and regulations;
 
4.
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
 
5.
accountability for adherence to the Code of Business Conduct and Ethics.
 
Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s personnel shall be accorded full access to our president, secretary and treasurer with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company’s personnel are to be accorded full access to our company’s board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president, secretary and treasurer.
 
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s president, secretary and treasurer. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president, secretary and treasurer, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics.
 
Our Code of Business Conduct and Ethics is filed as Exhibit 14.1 to our annual report on Form 10-KSB filed with the Securities and Exchange Commission on March 31, 2008. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to: Teckmine Industries, Inc., 17622 La Entrada Drive, Yorba Linda, CA  92886.
 
 
14

 
 
Section 16(a) Beneficial Ownership Compliance
 
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2011, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:
 
Name
Number of Late Reports
Number of Transactions Not
Reported on a Timely Basis
Failure to File
Requested Forms
Nathan Woods
1(1)
One
Nil
 
(1) Form 3 – Initial Statement of Beneficial Ownership of Securities.
 
ITEM 11.  EXECUTIVE COMPENSATION.
 
The following table sets forth all compensation received during the two years ended December 31, 2011 by our principal executive officer and principal financial officer and each of the other most highly compensated executive officers whose total compensation exceeded $100,000 in such fiscal year. These officers are referred to as the Named Executive Officers in this report.
 
Summary Compensation
 
The following table provides a summary of the compensation received by the persons set out therein for each of our last two fiscal years:
 
SUMMARY COMPENSATION TABLE
Name and Principal Position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensa-
tion
($)
Nonqualified Deferred Compensation Earnings
($)
All
Other
Compensa
-tion
($)
Total
($)
Nathan Woods(1)
Principal Executive Officer, Principal Financial Officer,
President, Secretary, Treasurer and Director
2011
2010
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Nil
N/A
Raymond Irvine(2)
Former Principal Executive Officer, Principal Financial Officer,
President, Secretary, Treasurer and Director
2011
2010
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
$9,000(3)
$9,000(3)
$9,000(3)
$9,000(3)
 
1
Nathan Woods was appointed as our president, secretary and treasurer on December 29, 2011.
 
2
Raymond Irvine resigned as our president, secretary and treasurer on December 29, 2011.
 
3
For each of the years ended December 31, 2011 and 2010, our company recognized $6,000 for donated services at $500 per month and $3,000 for donated rent at $250 per month provided by Mr. Irvine.
 
 
15

 
 
Compensation Discussion and Analysis
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future, however, our company has not granted stock options to date. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time.  We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.  While we seek out business opportunities, our board of directors anticipates that the company will not pay a salary or other compensation to its officers and directors.
 
Outstanding Equity Awards at Fiscal Year-End
 
As at December 31, 2011, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our executive officers.
 
Aggregated Option Exercises
 
There were no options exercised by any officer or director of our company during our twelve month period ended December 31, 2011.
 
Long-Term Incentive Plan
 
Currently, our company does not have a long-term incentive plan in favor of any director, officer, consultant or employee of our company.
 
Directors Compensation
 
We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. During the year ended December 31, 2011, no director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.
 
 
16

 
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
As of March 30, 2012, there were 19,506,304 shares of our common stock outstanding.  The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group.  Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.

Title of Class
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percentage of Class(1)
Common Stock
Nathan Woods
17622 La Entrada Drive
Yorba Linda, CA  92886
Nil
Nil
Directors and Executive
Officers as a Group (1)
 
Nil
Nil
Common Stock
Stephen Brady
18 Towerview Heights
Portrane Co. Dublin, Ireland
10,000,000
51.3%
Common Stock
Howard Dahl
811 Porteau Place
North Vancouver, BC Canada
1,650,000(2)
8.5%
Common Stock
Mark Wilkie(3)
14738 59th Ave.
Surrey, BC Canada
1,758,500
9.0%
 
 
1
Based on 19,506,304 shares of common stock issued and outstanding as of March 30, 2012. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
 
 
2
Howard Dahl holds 825,000 common shares directly and 825,000 common shares are owned by Catherine Dahl, the wife of Howard Dahl.
 
 
3
Mark Wilkie holds 925,000 common shares directly. Mr. Wilkie disclaims beneficial ownership of 825,000 common shares owned by Laura Beaubier, 2,500 common shares owned by Peter Beaubier, 2,500 common shares owned by Rose Beaubier, 1,750 common shares owned by Vern Wilkie and 1,750 common shares owned by Ann Wilkie. Laura Beaubier is the wife of Mr. Wilkie, Peter Beaubier is the father-in-law of Mr. Wilkie, Rose Beaubier is the mother-in-law of Mr. Wilkie, Vern Wilkie is the father of Mr. Wilkie and Anne Wilkie is the mother of Mr. Wilkie.
 
Changes in Control
 
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.
 
 
17

 
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
Other than as listed below, no director, officer, principal shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, since the beginning of our last fiscal year ended December 31, 2011, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years.
 
For each of the years ended December 31, 2011 and 2010, we recognized $6,000 for donated services at $500 per month and $3,000 for donated rent at $250 per month provided by our president, secretary, treasurer and director.
 
As at December 31, 2011, the total amount of $194,930 was owed to our former president, secretary and treasurer, a director and two shareholders. The amounts are non-interest bearing, unsecured and due on demand.
 
Corporate Governance
 
Director Independence
 
We currently have one director, consisting of Nathan Woods.  We have determined that we do not have an independent director, as that term is used in the Nasdaq Marketplace Rules and National Instrument 52-110,  as Mr. Woods is our president, secretary and treasurer.
 
Audit Committee
 
As of the date of this annual report, Nathan Woods is the sole member of the audit committee.
 
Audit Committee Financial Expert
 
Our board of directors has determined that it does not have an audit committee member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. Our audit committee is composed of one independent director. We believe that the audit committee member is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.
 
Transactions with Independent Directors
 
We do not have any independent directors as that term is used in the Nasdaq Marketplace Rules and National Instrument 52-110.
 
National Instrument 52-110
 
We are a reporting issuer in the Province of British Columbia. National Instrument 52-110 of the Canadian Securities Administrators requires our company, as a venture issuer, to disclose annually in our annual report certain information concerning the constitution of our audit committee and our relationship with our independent auditor.
 
 
18

 
 
The Audit Committee’s Charter
 
1.  
Purpose
 
The purpose of the Audit Committee (the “Committee”) is to:
 
(a)  
Assist the board of directors (the “Board”) in fulfilling its oversight responsibilities relating to:
 
(i)  
the quality and integrity of the corporation’s financial statements, financial reporting process and systems of internal controls and disclosure controls regarding risk management, finance, accounting, and legal and regulatory compliance;
 
(ii)  
the independence and qualifications of the corporation’s independent accountants and review of the audit efforts of the corporation’s independent accountants and internal auditing department; and
 
(iii)  
the development and implementation of policies and processes regarding corporate governance matters.
 
(b)  
Provide an open avenue of communication between the internal auditing department, the independent accountants, the corporation’s financial and senior management and the Board.
 
(c)  
Prepare the report required to be prepared by the Committee pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for inclusion in the corporation’s annual proxy statement.
 
The Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in this Audit Committee Charter (this “Charter”).
 
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits, or to determine that the corporation’s financial statements are complete and accurate or are in accordance with generally accepted accounting principles, accounting standards, or applicable laws and regulations. This is the responsibility of management of the corporation, the corporation’s internal auditing department and the corporation’s independent accountants. Because the primary function of the Committee is oversight, the Committee shall be entitled to rely on the expertise, skills and knowledge of management, the internal auditing department, and the corporation’s independent accountants and the integrity and accuracy of information provided to the Committee by such persons in carrying out its oversight responsibilities. Nothing in this Charter is intended to change the responsibilities of management and the independent accountants.
 
2.  
Composition
 
The Committee shall be composed of at least one director and if the corporation has independent board members, the majority of whom shall, in the judgment of the Board, meet (i) the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934 (the “1934 Act”) and any other rules and regulations promulgated by the SEC thereunder; (ii) the independence requirements of the rules of any stock exchange upon which the company’s securities are listed (the “Exchange Rules”) for audit committee members as in effect from time to time. One or more members of the Committee shall be, in the judgment of the Board, an “audit committee financial expert,” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K and the rules and regulations promulgated by the SEC thereunder, and be able to read and understand fundamental financial statements, including the Corporation’s balance sheet, income statement, and cash flow statement as required by the Exchange Rules.
 
 
19

 
 
3.  
Authority
 
The Committee shall have the authority to (i) retain (at the corporation’s expense) its own legal counsel, accountants and other consultants that the Committee believes, in its sole discretion, are needed to carry out its duties and responsibilities; (ii) conduct investigations that it believes, in its sole discretion, are necessary to carry out its responsibilities; and (iii) take whatever actions that it deems appropriate to foster an internal culture that is committed to maintaining quality financial reporting, sound business risk practices and ethical behaviour within the corporation. In addition, the Committee shall have the authority to request any officer, director or employee of the corporation, the corporation’s outside legal counsel and the independent accountants to meet with the Committee and any of its advisors and to respond to their inquiries. The Committee shall have full access to the books, records and facilities of the corporation in carrying out its responsibilities. Finally, the Board shall adopt resolutions which provide for appropriate funding, as determined by the Committee, for (i) services provided by the independent accountants in rendering or issuing an audit report, (ii) services provided by any adviser employed by the Committee which it believes, in its sole discretion, are needed to carry out its duties and responsibilities, or (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties and responsibilities.
 
The Committee, in its capacity as a committee of the Board, is directly responsible for the appointment, compensation, retention and oversight of the work of the independent accountants engaged (including resolution of disagreements between the corporation’s management and the independent accountants regarding financial reporting) for the purpose of preparing and issuing an audit report or performing other audit, review or attest services for the corporation.
The independent accountants shall submit to the corporation annually a formal written statement delineating all relationships between the independent accountants and the corporation and its subsidiaries, addressing the non-audit services provided to the corporation or its subsidiaries and the matters set forth in Independence Standards Board Standard No. 1.
 
The independent accountants shall submit to the corporation annually a formal written statement of the fees billed for each of the following categories of services rendered by the independent accountants: (i) the audit of the corporation’s annual financial statements for the most recent fiscal year and any reviews of the financial statements; (ii) information technology consulting services for the most recent fiscal year, in the aggregate and by each service (and separately identifying fees for such services relating to financial information systems design and implementation); and (iii) all other services rendered by the independent accountants for the most recent fiscal years, in the aggregate and by each service.
 
4.  
Appointing Members
 
The members of the Committee shall be appointed or re-appointed by the Board on an annual basis. Each member of the Committee shall continue to be a member thereof until such member’s successor is appointed, unless such member shall resign or be removed by the Board or such member shall cease to be a director of the corporation. Where a vacancy occurs at any time in the membership of the Committee, it may be filled by the Board and shall be filled by the Board if the membership of the Committee is less than three directors as a result of the vacancy or the Committee no longer has a member who is an “audit committee financial expert” as a result of the vacancy.
 
5.  
Chairperson
 
The Board, or in the event of its failure to do so, the members of the Committee, must appoint a chairperson from the members of the Committee (the “Chairperson”). If the Chairperson of the Committee is not present at any meeting of the Committee, an acting Chairperson for the meeting shall be chosen by majority vote of the Committee from among the members present. In the case of a deadlock on any matter or vote, the Chairperson shall refer the matter to the Board. The Committee shall also appoint a secretary who need not be a director. All requests for information from the corporation or the independent accountants shall be made through the Chairperson.
 
 
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6.  
Meetings
 
The time and place of meetings of the Committee and the procedure at such meetings shall be determined from time to time by the members thereof provided that:
 
(a)  
A quorum for meetings shall be one member.
 
(b)  
The Committee shall meet at least quarterly (or more frequently as circumstances dictate).
 
(c)  
Notice of the time and place of every meeting shall be given in writing or facsimile communication to each member of the Committee and the external auditors of the corporation at least 48 hours prior to the time of such meeting.
 
While the Committee is expected to communicate regularly with management, the Committee shall exercise a high degree of independence in establishing its meeting agenda and in carrying out its responsibilities. The Committee shall submit the minutes of all meetings of the Committee to, or discuss the matters discussed at each Committee meeting with, the Board.
 
7.  
Specific Duties
 
In meeting its responsibilities, the Committee is expected to:
 
(a)  
Select the independent accountants, considering independence and effectiveness, approve all audit and non-audit services in advance of the provision of such services and the fees and other compensation to be paid to the independent accountants, and oversee the services rendered by the independent accountants (including the resolution of disagreements between management and the independent accountants regarding preparation of financial statements) for the purpose of preparing or issuing an audit report or related work, and the independent accountants shall report directly to the Committee.
 
(b)  
Review the performance of the independent accountants, including the lead partner of the independent accountants, and, in its sole discretion, approve any proposed discharge of the independent accountants when circumstances warrant, and appoint any new independent accountants.
 
(c)  
Periodically review and discuss with the independent accountants all significant relationships the independent accountants have with the corporation to determine the independence of the independent accountants, including a review of service fees for audit and non-audit services.
 
(d)  
Inquire of management and the independent accountants and evaluate the effectiveness of the corporation's process for assessing significant risks or exposures and the steps management has taken to monitor, control and minimize such risks to the corporation. Obtain annually, in writing, the letters of the independent accountants as to the adequacy of such controls.
 
(e)  
Consider, in consultation with the independent accountants, the audit scope and plan of the independent accountants.
 
(f)  
Review with the independent accountants the coordination of audit effort to assure completeness of coverage, and the effective use of audit resources.
 
 
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(g)  
Consider and review with the independent accountants, out of the presence of management:
 
(i)  
the adequacy of the corporation's internal controls and disclosure controls including the adequacy of computerized information systems and security;
 
(ii)  
the truthfulness and accuracy of the corporation’s financial statements; and
 
(iii)  
any related significant findings and recommendations of the independent accountants together with management’s responses thereto.
 
(h)  
Following completion of the annual audit, review with management and the independent accountants:
 
(i)  
the corporation’s annual financial statements and related footnotes;
 
(ii)  
the independent accountants’ audit of the financial statements and the report thereon;
 
(iii)  
any significant changes required in the independent accountants’ audit plan; and
 
(iv)  
other matters related to the conduct of the audit which are to be communicated to the committee under generally accepted auditing standards.
 
(i)  
Following completion of the annual audit, review separately with each of management and the independent accountants any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
 
(j)  
Establish regular and separate systems of reporting to the Committee by each of management and the independent accountants regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.
 
(k)  
In consultation with the independent accountants, review any significant disagreement among management and the independent accountants in connection with the preparation of the financial statements, including management's responses.
 
(l)  
Consider and review with management:
 
(i)  
significant findings during the year and management’s responses thereto; and
 
(ii)  
any changes required in the planned scope of their audit plan.
 
 
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(m)  
Review filings with the SEC and other regulatory authorities having jurisdiction and other published documents containing the corporations financial statements, including any certification, report, opinion or review rendered by the independent accountants, or any press releases announcing earnings (especially the use of “pro forma” or “adjusted” information not prepared in compliance with generally accepted accounting principles) and all financial information and earnings guidance intended to be provided to analysts and the public or to rating agencies, and consider whether the information contained in these documents is consistent with the information contained in the financial statements.
 
(n)  
Prepare and include in the corporation’s annual proxy statement or other filings of the SEC and other regulatory authorities having jurisdiction any report from the Committee or other disclosures as required by applicable laws and regulations.
 
(o)  
Review with management the adequacy of the insurance and fidelity bond coverages, reported contingent liabilities, and management's assessment of contingency planning. Review management’s plans regarding any changes in accounting practices or policies and the financial impact of such changes, any major areas in management's judgment that have a significant effect upon the financial statements of the corporation, and any litigation or claim, including tax assessments, that could have a material effect upon the financial position or operating results of the corporation.
 
(p)  
Review with management and the independent accountants each annual, quarterly and other periodic report prior to its filing with the SEC or other regulators or prior to the release of earnings.
 
(q)  
Review policies and procedures with respect to officers’ expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the independent accountants.
 
(r)  
Establish, review and update periodically a Code of Ethics and Business Conduct for employees, officers and directors of the corporation and ensure that management has established a system to enforce this Code of Ethics and Business Conduct.
 
(s)  
Review management's monitoring of the corporation’s compliance with the corporation’s Code of Ethics and Business Conduct.
 
(t)  
Review, with the corporation’s counsel, any legal, tax or regulatory matter that may have a material impact on the corporation’s financial statements, operations, related corporation compliance policies, and programs and reports received from regulators.
 
(u)  
Evaluate and review with management the corporation’s guidelines and policies governing the process of risk assessment and risk management.
 
(v)  
Consider questions of possible conflicts of interest of Board members and of the corporate officers and approve in advance all related party transactions.
 
(w)  
Provide advice on changes in Board compensation.
 
(x)  
Meet with the independent accountants and management in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately with the Committee.
 
(y)  
Report Committee actions to the Board with such recommendations as the Committee may deem appropriate.
 
(z)  
Maintain, review and update the procedures for (i) the receipt, retention and treatment of complaints received by the corporation regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters, as set forth in Annex A attached to the Charter.
 
(aa)  
Review and update this Charter periodically and recommend any proposed changes to the Board for approval, in accordance with the requirements of the 1934 Act and Exchange Rules.
 
 
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Perform such other functions consistent with this Charter, the corporation’s Bylaws and governing law, as the Committee deems necessary or appropriate.
 
Composition of Audit Committee and Relevant Education and Experience
 
As defined in National Instrument 52-110, Nathan Woods is not independent. For a description of the education and experience of our sole audit committee member that is relevant to the performance of his responsibilities as an audit committee member, please see the disclosure under the heading “Item 10. Directors, Executive Officers and Corporate Governance – Business Experience”.
 
Our sole audit committee member is “financially literate”, as defined in National Instrument 52-110, as he has the industry experience necessary to understand and analyze financial statements of our company, as well as the understanding of internal controls and procedures necessary for financial reporting.
 
The audit committee is responsible for review of both interim and annual financial statements for our company. For the purposes of performing his duties, the sole member of the audit committee has the right at all times, to inspect all the books and financial records of our company and any subsidiaries and to discuss with management and the external auditors of our company any accounts, records and matters relating to the financial statements of our company. The audit committee meets periodically with management and annually with the external auditors.
 
Audit Committee Oversight
 
Since the commencement of our company’s most recently completed financial year, our company’s board of directors has not failed to adopt a recommendation of the audit committee to nominate or compensate an external auditor.
 
Reliance on Certain Exemptions
 
Since the commencement of our company’s most recently completed financial year, our company has not relied on the exemptions contained in sections 2.4 or 8 of National Instrument 52-110. Section 2.4 (De Minimis Non-audit Services) provides an exemption from the requirement that the audit committee must pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided. Section 8 (Exemptions) permits a company to apply to a securities regulatory authority for an exemption from the requirements of National Instrument 52-110 in whole or in part.
 
Approval Policies and Procedures
 
The audit committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the Audit Committee Charter of our company.
 
External Auditor Service Fees
 
Please see the disclosure under the heading “Item 14. Audit Fees”.
 
Exemption
 
The company is relying on the exemption provided by section 6.1 of National Instrument 52-110 which provides that the company, as a venture issuer, is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of National Instrument 52-110.
 
 
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National Instrument 58-110
 
We are a reporting issuer in the Province of British Columbia.  National Instrument 58-101 of the Canadian Securities Administrators requires our company, as a venture issuer, to disclose annually in our annual report certain information concerning corporate governance disclosure.
 
Board of Directors
 
Our board of directors currently acts with one member consisting of Nathan Woods.  We have determined that Mr. Woods is not independent as that term is defined in National Instrument 52-110 due to the fact that he is our president, secretary and treasurer.
 
Our board of directors facilitates its exercise of independent supervision over management by endorsing the guidelines for responsibilities of the board as set out by regulatory authorities on corporate governance in Canada and the United States.  Our board’s primary responsibilities are to supervise the management of our company, to establish an appropriate corporate governance system, and to set a tone of high professional and ethical standards.
 
The board is also responsible for:
 
  
selecting and assessing members of the board;
 
  
choosing, assessing and compensating the president, secretary and treasurer of our company, approving the compensation of all executive officers and ensuring that an orderly management succession plan exists;
 
  
reviewing and approving our company’s strategic plan, operating plan, capital budget and financial goals, and reviewing its performance against those plans;
 
  
adopting a code of conduct and a disclosure policy for our company, and monitoring performance against those policies;
 
  
ensuring the integrity of our company’s internal control and management information systems;
 
  
approving any major changes to our company’s capital structure, including significant investments or financing arrangements; and
 
  
reviewing and approving any other issues which, in the view of the board or management, may require board scrutiny.
 
Directorships
 
Our sole director is not currently a director of other reporting issuers (or the equivalent in a foreign jurisdiction).
 
Orientation and Continuing Education
 
We have an informal process to orient and educate new recruits to the board regarding their role of the board, our committees and our directors, as well as the nature and operations of our business.  This process provides for an orientation with key members of the management staff, and further provides access to materials necessary to inform them of the information required to carry out their responsibilities as a board member. This information includes the most recent board approved budget, the most recent annual report, the audited financial statements and copies of the interim quarterly financial statements.
 
 
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The board does not provide continuing education for its directors.  Each director is responsible to maintain the skills and knowledge necessary to meet his or her obligations as directors.
 
Ethical Business Conduct
 
Our directors have found that the fiduciary duties placed on individual directors by the company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the board in which the director has an interest have been sufficient to ensure that the board operates independently of management and in the best interests of the company.
 
Nomination of Directors
 
The board is responsible for identifying new director nominees.  In identifying candidates for membership on the board, the board takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the board.  As part of the process, the board, together with management, is responsible for conducting background searches, and is empowered to retain search firms to assist in the nominations process.  Once candidates have gone through a screening process and met with a number of the existing directors, they are formally put forward as nominees for approval by the board.
 
Compensation
 
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future, however, our company has not granted stock options to date. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time.  We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.  While we seek out business opportunities, our board of directors anticipates that the company will not pay a salary or other compensation to its officers and directors.
 
Other Board Committees
 
The board has no other committees other than the Audit Committee.
 
Assessments
 
The board intends that individual director assessments be conducted by other directors, taking into account each director’s contributions at board meetings, service on committees, experience base, and their general ability to contribute to one or more of our company’s major needs.  However, due to our stage of development and our need to deal with other urgent priorities, the board has not yet implemented such a process of assessment.
 
 
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ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
Audit fees
 
The aggregate fees billed for the two most recently completed fiscal periods ended December 31, 2011 and December 31, 2010 for professional services rendered by Manning Elliott LLP, Chartered Accountants for the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
 
 
Year Ended
December 31,
2011
Year Ended
December 31,
2010
Audit Fees and Audit Related Fees
$8,064
$7,875
Tax Fees
Nil
$Nil
All Other Fees
5,544
$5,355
Total
$13,608
$13,230
 
In the above table, “audit fees” are fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.
 
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors
 
The board of directors pre-approves all services provided by our independent auditors.  All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered.
 
The board of directors has considered the nature and amount of fees billed by Manning Elliott LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining Manning Elliott LLP.
 
 
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PART IV
 
 
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit Number
 
Description
3.0
 
(i) Articles of Incorporation; and (ii) Bylaws
3.1
 
Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on May 15, 2007)
3.2
 
Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on May 15, 2007)
14.1
 
Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on March 31, 2008)
23.0
 
Consents of Experts and Councils