Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended May 31, 2012
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ____________
Commission file # 001-34039
CASTMOR RESOURCES LTD.
(Exact name of registrant as specified in its charter)
Nevada 98-0471928
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
614 E. Hwy 50, Suite 235
Clermont, Florida 34711
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (866) 926-6427
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [X] No [ ]
As of June 1, 2012, the registrant had 32,487,000 shares of its Common Stock
outstanding.
PART I -- FINANCIAL INFORMATION
Castmor Resources Ltd.
(An exploration stage company)
Balance Sheets
May 31, 2012
(Expressed in U.S. Dollars)
May 31, 2012 August 31, 2011
------------ ---------------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ -- $ 15,458
Prepaid expenses 1,625 16,025
---------- ----------
TOTAL ASSETS $ 1,625 $ 31,483
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 4 $ 185
---------- ----------
TOTAL LIABILITIES 4 185
---------- ----------
STOCKHOLDERS' EQUITY
SHARE CAPITAL
Preferred stock, $0.0001 par value; 100,000,000 shares
authorized; no shares issued -- --
Common stock, $0.0001 par value; 900,000,000 shares authorized;
32,487,000 shares issued 3,249 3,249
Additional paid-in capital 226,631 226,631
(Deficit) accumulated during the exploration stage (228,259) (198,582)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 1,621 31,298
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,625 $ 31,483
========== ==========
The accompanying notes are an integral part of these financial statements.
2
Castmor Resources Ltd.
(An exploration stage company)
Statements of Operations and Comprehensive Loss
(Unaudited)
(Expressed in U.S. Dollars)
Cumulative from
June 27, 2005
(inception) to Three months ended Nine months ended
May 31, 2012 May 31, 2012 May 31, 2011 May 31, 2012 May 31, 2011
------------ ------------ ------------ ------------ ------------
EXPENSES
Consulting fees $ 56,571 $ -- $ 2,400 $ 13,025 $ 26,106
Interest expenses and bank charges 11,986 -- 2,354 3 7,035
General and administrative expenses 14,636 -- 1,758 556 2,128
Professional fees 119,231 -- -- 15,755 50,872
Resource property exploration costs 5,000 -- -- -- --
Transfer Expenses 3,238 -- -- 330 275
Write-off mineral deposit 17,774 -- -- -- 9,705
------------ ------------ ------------ ------------ ------------
OPERATING (LOSS) (228,436) -- (6,512) (29,669) (96,121)
------------ ------------ ------------ ------------ ------------
OTHER INCOME (LOSS)
Foreign exchange gain (Loss) 177 -- 835 (8) 835
------------ ------------ ------------ ------------ ------------
NET LOSS AND COMPREHENSIVE LOSS
FOR THE PERIOD $ (228,259) $ -- $ (5,677) $ (29,677) $ (95,286)
------------ ------------ ------------ ------------ ------------
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.01)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
- basic and diluted 32,487,000 12,487,000 32,487,000 11,684,000
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements
3
Castmor Resources Ltd.
(An exploration stage company)
Statements of Cash Flows
(Unaudited)
(Expressed in U.S. Dollars)
Cumulative from
June 27, 2005
(inception) to Nine months ended
May 31, 2012 May 31, 2012 May 31, 2011
------------ ------------ ------------
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES
Net (Loss) for the period $(228,259) $ (29,677) $ (95,286)
Changes in operating assets and liabilities
- (increase) decrease in prepaid expenses (1,625) 14,400 60,011
- increase (decrease) in accounts payable and
accrued liabilities 4 (181) 6,808
--------- --------- ---------
NET CASH USED IN OPERATING ACTIVITIES (229,880) (15,458) (28,467)
--------- --------- ---------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Proceeds from issuance of common stock 229,880 -- --
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 229,880 -- --
--------- --------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -- (15,458) (28,467)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -- 15,458 29,032
--------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ -- $ -- $ 565
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ -- $ -- $ 6,931
========= ========= =========
Income taxes paid $ -- $ -- $ --
========= ========= =========
The accompanying notes are an integral part of these financial statements
4
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Castmor Resources Ltd. (hereinafter "the Company") was incorporated in the State
of Nevada, U.S.A., on June 27, 2005. The Company's fiscal year end is August 31.
The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its operations. It is primarily engaged in the
acquisition and exploration of mining properties. Upon location of a
commercially minable reserve, the Company expects to actively prepare the site
for its extraction and enter a development stage. In 2005, the Company acquired
mineral interests in two non-contiguous properties located along southeastern
coastal Labrador, approximately 13 kilometers northeast of the community of
Charlottetown, Labrador, Canada. In 2009, the Company's interest in these
mineral properties were forfeited. On September 20, 2010, the Company reacquired
its interest in the mineral properties. On October 4, 2011, the Company's
interest in the mineral properties was again forfeited.
Effective August 19, 2010, the Company effected a five (5) for one (1) share
reverse split of its authorized and issued and outstanding common stock. As a
result of the reverse split, the Company's issued and outstanding common stock
was reduced from 12,435,000 shares to 2,487,000 shares.
These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America applicable to a
going concern which assume that the Company will realize its assets and
discharge its liabilities in the normal course of business. The Company has
incurred accumulated losses of $228,259 since inception and has no source of
revenue. The future of the Company is dependent upon its ability to obtain
financing and upon future acquisition. These factors create doubt as to the
ability of the Company to continue as a going concern. Realization values may be
substantially different from the carrying values as shown in these financial
statements should the Company be unable to continue as a going concern.
Management is in the process of identifying sources for additional financing to
fund the ongoing development of the Company's business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with
the generally accepted accounting principles in the United States of America.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates that have been made using careful judgment. The
financial statements have, in management's opinion been properly prepared within
reasonable limits of materiality and within the framework of the significant
accounting policies summarized below:
Accounting Method
The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid investments and short-term debt instruments with original maturities of
three months or less to be cash equivalents. As at May 31, 2012 and August 30,
2011, there were zero and $15,458 cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with 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 for the reporting period. Actual
results could differ from these estimates.
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Concentration of Credit Risk
The Company places its cash and cash equivalents with high credit quality
financial institutions. There is no deposit insurance on the Company's accounts.
Foreign Currency Transactions
The Company is located and operating outside of the United States of America.
The Company's functional currency and reporting currency, is U.S. dollars. At
the transaction date, each asset, liability, revenue and expense is translated
into U.S. dollars by the use of the exchange rate in effect at that date. At the
period end, monetary assets and liabilities are re-measured by using the
exchange rate in effect at that date. The resulting foreign exchange gains and
losses are included in operations.
Fair Value of Financial Instruments
ASC 820 "Fair Value Measurements and Disclosures" requires an entity to maximize
the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. ASC 820 establishes a fair value hierarchy based on the
level of independent, objective evidence surrounding the inputs used to measure
fair value. A financial instrument's categorization within the fair value
hierarchy is based upon the lowest level of input that is significant to the
fair value measurement. ASC 820 prioritizes the inputs into three levels that
may be used to measure fair value:
Level 1 - Quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices included within Level 1 that are
either directly or indirectly observable; and
Level 3 - Unobservable inputs that are supported by little or no market
activity, therefore requiring an entity to develop its own assumptions about the
assumptions that market participants would use in pricing.
The Company's financial instruments include cash and cash equivalents, accounts
payable and accrued liabilities and promissory notes. Fair values were assumed
to approximate carrying value for these financial instruments, except where
noted. Management is of the opinion that the Company is not exposed to
significant interest or credit risks arising from these financial instruments.
The Company is operating outside the United States of America and has
significant exposure to foreign currency risk due to the fluctuation of currency
in which the Company operates and U.S. dollars.
Mineral Property Payments and Exploration Costs
Mineral property acquisition costs are initially capitalized as tangible assets
when purchased. The Company assesses the carrying costs for impairment when
indicators of impairment exist. If proven and probable reserves are established
for a property and it has been determined that a mineral property can be
economically developed, costs will be amortized using the units-of-production
method over the estimated life of the proven and probable reserve.
Mineral property exploration and development costs are expensed as incurred
until the establishment of economically viable reserves.
Long-lived Assets Impairment
Long-lived assets of the Company are reviewed for impairment whenever events or
circumstances indicate that the carrying amount of assets may not be
recoverable, pursuant to guidance established in ASC 360, PROPERTY, PLANT AND
EQUIPMENT.
Management considers assets to be impaired if the carrying value exceeds the
future projected cash flows from related operations (undiscounted and without
interest charges). If impairment is deemed to exist, the assets will be written
down to fair value. Fair value is generally determined using a discounted cash
flow analysis.
6
Assets Retirement Obligations
The Company has adopted ASC 410, ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS,
which requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred. ASC 410 requires
the Company to record a liability for the present value of the estimated site
restoration costs with corresponding increase to the carrying amount of the
related long-lived assets. The liability will be accreted and the asset will be
depreciated over the life of the related assets. Adjustments for changes
resulting from the passage of time and changes to either the timing or amount of
the original present value estimate underlying the obligation will be made. As
at February 29, 2012 and 2010, the Company does not have any asset retirement
obligations.
Costs associated with environmental remediation obligations will be accrued when
it is probable that such costs will be incurred and they can be reasonably
estimated.
Stock-Based Compensation
The Company adopted ASC 718, COMPENSATION - STOCK-BASED COMPENSATION, to account
for its stock options and similar equity instruments issued. Accordingly,
compensation costs attributable to stock options or similar equity instruments
granted are measured at the fair value at the grant date, and expensed over the
expected vesting period.
The Company did not grant any stock options during the nine month periods ended
May 31, 2012 and 2011.
Comprehensive Income
The Company adopted ASC 220, COMPREHENSIVE INCOME, which establishes standards
for reporting and display of comprehensive income, its components and
accumulated balances. The Company is disclosing this information on its
Statement of Stockholders' Equity. Comprehensive income comprises equity except
those resulting from investments by owners and distributions to owners. The
Company has no elements of "other comprehensive income" for the three and nine
month periods ended May 31, 2012 and 2011.
Income Taxes
The Company has adopted ASC 740, INCOME TAXES, which requires the Company to
recognize deferred tax liabilities and assets for the expected future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns using the liability method. Under this method,
deferred tax liabilities and assets are determined based on the temporary
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.
Basic and Diluted Loss Per Share
In accordance with ASC 260, EARNINGS PER SHARE, the basic loss per common share
is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would be outstanding if the potential common shares had been issued and if the
additional common shares were dilutive.
New Accounting Pronouncements
In January 2010, the FASB issued an update to the Fair Value topic. This update
requires new disclosures for (1) transfers in and out of levels 1 and 2, and (2)
activity in level 3, by requiring the reconciliation to present separate
information about purchases, sales, issuance, and settlements. Also, this update
clarifies the disclosures related to the fair value of each class of assets and
liabilities and the input and valuation techniques for both recurring and
nonrecurring fair value measurements in levels 2 and 3. the effective date for
the disclosures and clarifications is for the interim and annual reporting
periods beginning after December 15, 2009 except for the disclosures about
purchases, sales, issuances and settlements, which is effective for fiscal years
beginning after December 15, 2010. This update is not expected to have a
material impact on the Company's financial statements.
7
Management believes other accounting standards that have been issued or proposed
by the FASB or other standards-setting bodies that do not require adoption until
a future date are not expected to have a material impact on the Company's
financial statements upon adoption.
NOTE 3 - MINERAL PROPERTY INTEREST
On October 31, 2005 the Company acquired a 100% interest in two non-contiguous
mineral claims located along southeastern coastal Labrador, approximately 13
kilometers northeast of the community of Charlottetown, Labrador, Canada. The
claims were acquired from Thomas Mills for a consideration of $4,250 CAD which
covered an exploration program security deposit and staking and other related
costs of $401 (CAD$450) and $3,199 (CAD$3,800), respectively. The Company
expensed the staking and other related costs of $3,199 in connection with the
acquisition of the mineral claims.
One of the licenses comprising eight claims, was inadvertently allowed to expire
and was cancelled on January 24, 2007. The Company reacquired a 100% interest in
the same eight claims under a new mineral license by a Transfer of Mineral
Disposition dated July 16, 2007, from Thomas Mills, for $505 CAD. The Company
expensed the entire cost of reacquiring the mineral claims.
Up to August 31, 2009, the Company has paid $8,069 towards a security deposit on
its exploration program. The Company was required to incur total exploration
expenditures of CAD$13,500 for the above noted mineral claims before July 13,
2009. The Company failed to do so, or to pay any further deposit on exploration
activities with the mining division of Labrador Canada. As a result, the Company
has forfeited its mineral claims and wrote off the prepaid security deposit in
the amount of $8,069 in 2009.
On September 20, 2010, the Company reacquired a 100% interest in the same two
non-contiguous mineral claims that it originally acquired on October 31, 2005
and subsequently forfeited. These two non-contiguous mineral claims located
along southeastern coastal Labrador, approximately 13 kilometers northeast of
the community of Charlottetown, Labrador, Canada. The claims were acquired from
Thomas Mills for a cash consideration of $10,000 CAD. Mr. Mills became a
controlling shareholder of the Company on September 22, 2010. The Company
expensed the entire cost of reacquiring the mineral claims.
The Company was required to incur total exploration expenditures of CAD$3,400
for the above-noted mineral claims before October 4, 2011. The Company failed to
do so, or to pay any further deposit on exploration activities with the mining
division of Labrador Canada. As a result, the Company has forfeited its mineral
claims.
NOTE 4 - PROMISSORY NOTE
On August 31, 2010, the Company received an advance of $50,000 from a third
party, to whom the Company issued a promissory note for the same amount on
September 21, 2011. The promissory note was due and payable on September 21,
2011 and accrued interest from September 21, 2010 at the rate of 20% per annum,
calculated semi-annually, payable on the due date. The Company had the right to
redeem the promissory note in whole or in part at any time prior to the due
date. On August 9, 2011, the Company repaid the promissory note in full,
together with $9,071 CAD in accrued interest.
NOTE 5 - RELATED PARTY TRANSACTIONS
See Note 3.
On December 1, 2011, the Company paid $8,000 to Moneris Capital Limited
Partnership, a shareholder and creditor of the Company, for corporate
development services rendered from December 1, 2011 through to May 31, 2012.
Included in the prepaid expenses as of August 31, 2011, the sum of $11,250 was
prepaid to Moneris Corporate Services Ltd., a consulting firm controlled by the
mother of a controlling shareholder (after the private placement on September
22, 2010).
8
NOTE 6 - PREFERRED AND COMMON STOCK
The Company has 100,000,000 shares of preferred stock authorized and none
issued.
The Company has 900,000,000 shares of common stock authorized, of which
32,487,000 shares are issued and outstanding. All shares of common stock are
non-assessable and non-cumulative, with no preemptive rights. No shares were
issued during the nine month period ended May 31, 2012.
NOTE 7 - SEGMENT INFORMATION
The Company currently conducts all of its operations in Canada.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion and analysis of our plan of operation should be read in
conjunction with the financial statements and the related notes. This discussion
contains forward-looking statements based upon current expectations that involve
risks and uncertainties, such as our plans, objectives, expectations and
intentions. Our actual results and the timing of certain events could differ
materially from those anticipated in these forward-looking statements.
Our business is in the early stages of development. We have not generated
revenue since the date of inception, but have suffered recurring losses and net
cash outflows from operations. We expect to continue to incur substantial losses
to implement our business plan until we obtain an interest in a property, find
mineralized material, delineate an ore body, and begin profitably removing and
selling minerals. We do not presently own any mineral rights and we have no
proven or probable reserves of any minerals. There is no assurance that any
mineral property that we may acquire in the future will contain commercially
exploitable reserves of valuable minerals.
To date, our activities have been financed from the proceeds of share
subscriptions and loans from management and non-affiliated third parties. We
have not established any other source of equity or debt financing and there can
be no assurance that we will be able to obtain sufficient funds to implement our
business plan. As a result of the foregoing, our auditors have expressed
substantial doubt about our ability to continue as a going concern. If we cannot
continue as a going concern, then our investors may lose all of their
investment.
NO OPERATING HISTORY
We are an exploration stage corporation and have not generated any revenues from
operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, possible delays in
the exploration of properties we may secure, and possible cost overruns due to
price and cost increases in services.
RESULTS OF OPERATIONS
We have not earned any meaningful revenue since inception on July 16, 2005. We
do not anticipate earning revenue until such time as we have acquired and
entered into commercial production of a mineral exploration property. We are
presently in the exploration stage of our business and do not own a mineral
exploration property. We can provide no assurance that we will be able to
acquire a suitable mineral exploration property, or that we will discover
commercially exploitable reserves of valuable minerals on such property, or that
if such resources are discovered that we will be able to commercially produce
them.
LIQUIDITY AND CAPITAL RESOURCES
As of May 31, 2012, we had total assets of $1,625 comprised entirely of prepaid
expenses. This is a decrease from $31,483 in total assets as of August 31, 2011.
The decrease was primarily attributable to professional and consulting fees
associated with Securities Act compliance and corporate development activities.
As of May 31, 2012, our total liabilities decreased to $4 from $185 as of August
31, 2011. This increase primarily resulted from unpaid accounting fees.
We will require additional financing to implement our business plan, including
joint venture projects and debt or equity financings. The risky nature of this
enterprise and lack of tangible assets places debt financing beyond the
credit-worthiness required by most banks or typical investors of corporate debt
until such time as an economically viable mine can be demonstrated. Therefore
any debt financing of our acquisition or exploration activities may be very
costly and result in substantial dilution to our stockholders.
Future financing through equity investments is likely to be dilutive to existing
stockholders. Also, the terms of securities we may issue in future capital
transactions may be more favorable for our new investors. Newly issued
securities may include preferences, superior voting rights, and the issuance of
10
warrants or other derivative securities, which may have additional dilutive
effects. Further, we may incur substantial costs in pursuing future capital and
financing, including investment banking fees, legal fees, accounting fees,
printing and distribution expenses and other costs. We may also be required to
recognize non-cash expenses in connection with certain securities we may issue,
such as convertible notes and warrants, which will adversely impact our
financial condition.
Our ability to obtain needed financing may be impaired by such factors as the
capital markets, both generally and specifically in the mining industry, and the
fact that we have not been profitable, which could impact the availability or
cost of future financings. If the amount of capital we are able to raise from
financing activities, together with our revenue from operations, is not
sufficient to satisfy our capital needs, even to the extent that we reduce our
operations accordingly, we may be required to cease operations.
There is no assurance that we will be able to obtain financing on terms
satisfactory to us, or at all. We do not have any arrangements in place for any
future financing. If we are unable to secure additional funding, we may cease or
suspend operations. We have no plans, arrangements or contingencies in place in
the event that we cease operations.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by Castmor Resources' management, with the
participation of the Chief Executive Officer and the Chief Financial Officer
(who are one and the same person), of the effectiveness of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934 ("Exchange Act")) as of May 31, 2012.
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports filed or submitted under the Exchange Act is
recorded, processed, summarized, and reported within the time periods specified
in the SEC rules and forms and that such information is accumulated and
communicated to management, including the Chief Executive Officer and the Chief
Financial Officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, the Company's management concluded, as of the end of
the period covered by this report, that the Company's disclosure controls and
procedures were not effective.
CHANGES IN DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report, there have been no changes
in internal control over financial reporting (as defined in Rule 13a-15(f) of
the Exchange Act) during the quarter ended May 31, 2012, that materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No director, person nominated to become a director, executive officer, promoter
or control person of our company has, during the last ten years: (i) been
convicted in or is currently subject to a pending a criminal proceeding
(excluding traffic violations and other minor offenses); (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to any federal or state securities or banking or commodities
laws including, without limitation, in any way limiting involvement in any
business activity, or finding any violation with respect to such law, nor (iii)
any bankruptcy petition been filed by or against the business of which such
person was an executive officer or a general partner, whether at the time of the
bankruptcy or for the two years prior thereto.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Castmor Resources Ltd. did not sell any equity securities during the three month
period ended May 31, 2012.
11
ITEM 3. DEFAULT UPON SENIOR NOTES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
Exhibit Description
------- -----------
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101* Interactive Data Files pursuant to Rule 405 of Regulation S-T.
----------
* To be provided by amendment
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CASTMOR RESOURCES LTD.
Date: June 8, 2012 By /s/ Benny Powell
----------------------------------
Benny Powell
President, Chief Executive Officer
Chief Financial Officer, and
Principal Accounting Officer
1
