UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number:  333-140900

 

UNIVERSAL GOLD MINING CORP.

(Exact name of registrant as specified in its charter)

Nevada		20-4856983
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

c/o Mr. Craig Niven 18 Pall Mall, 2nd Floor London, United Kingdom	SW1Y 5LU
(Address of principal executive offices)	(Zip Code)

 

702-800-7323

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x  No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes 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. (Check One):

 

Large accelerated filer   ¨	Accelerated filer   ¨	Non-accelerated filer   ¨	Smaller reporting company   x
		(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 Exchange Act). Yes ¨ No x

 

As of August 3, 2012, there were 93,012,500 shares of the issuer’s common stock outstanding.

 

 

UNIVERSAL GOLD MINING CORP.

 

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012

TABLE OF CONTENTS

 

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited).	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	20
Item 4.	Controls and Procedures.	20
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	21
Item 1A.	Risk Factors.	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21
Item 3.	Defaults Upon Senior Securities.	21
Item 4.	Mining Safety Disclosures.	21
Item 5.	Other Information.	21
Item 6.	Exhibits.	21
	SIGNATURES	25

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.             FINANCIAL STATEMENTS

 

	PAGE
Consolidated Balance Sheets (Unaudited) as of June 30, 2012 and December 31, 2011	4
Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2012 and June 30, 2011 and the period from May 3, 2006 (Inception) through June 30, 2012	5
Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2012 and June 30, 2011 and the period from May 3, 2006 (Inception) through June 30, 2012	6
Notes to Consolidated Financial Statements (Unaudited)	7

 

 

Universal Gold Mining Corp.

(An Exploration Stage Company)

Consolidated Balance Sheets

(Unaudited)

 

		June 30,				December 31,
		2012				2011
ASSETS
Current Assets
Cash		$	155,865			$	297,590
Marketable securities – available for sale			103,647				269,610
Prepaid expenses and other current assets			3,750				-
Total Current Assets			263,262				567,200
Total Assets		$	263,262			$	567,200
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable		$	113,114			$	92,668
Accounts payable-related party			-				111
Accrued liabilities			36,000				36,000
Total Current Liabilities			149,114				128,779
Total Liabilities			149,114				128,779
Commitments and contingencies
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding			-				-
Common stock, $0.001 par value, 1,500,000,000 shares authorized; 93,012,500 shares issued and outstanding			93,013				93,013
Additional paid-in capital			6,005,859				5,977,007
Accumulated other comprehensive loss			(523,610	)			(468,340	)
Deficit accumulated in the exploration stage			(5,461,114	)			(5,163,259	)
Total Stockholders’ Equity			114,148				438,421
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	263,262			$	567,200

 

See notes to unaudited consolidated financial statements.

 

Universal Gold Mining Corp.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

 

																		May 3, 2006
																		(Inception)
		Three Months Ended June 30,								Six Months Ended June 30,								Through
		2012				2011				2012				2011				June 30, 2012
Revenues		$	-			$	-			$	-			$	-			$	-
Operating Expenses
General and administrative			122,278				89,422				251,685				881,534				4,402,690
Mineral expenditures			-				-				-				-				6,750
Depreciation			-				-				-				198				538
Loss on sale of mining option			-				660,015				-				660,015				660,015
Impairment loss (mineral claims and mining option)			-				-				-				-				376,410
Loss on disposal of fixed assets			-				-				-				3,518				3,518
Total Operating Expenses			122,278				749,437				251,685				1,545,265				5,449,921
Other Income (Expense)
Foreign currency exchange gain (loss)			(1,885	)			(2,274	)			(1,885	)			(2,303	)			32,427
Interest income			-				-				-				-				161,827
Interest expense			-				-				-				-				(161,162	)
Realized loss on sale of marketable securities – available for sale			-				-				(44,285	)			-				(44,285	)
Total Other Expense			(1,885	)			(2,274	)			(46,170	)			(2,303	)			(11,193	)
Net Loss			(124,163	)			(751,711	)			(297,855	)			(1,547,568	)			(5,461,114	)
Other Comprehensive Income (Loss)
Foreign currency translation adjustment			-				296				-				1,873				-
Unrealized holding loss on marketable securities – available for sale			(105,165	)			(21,290	)			(55,270	)			(21,290	)			(523,610	)
Total Other Comprehensive Loss			(105,165	)			(20,994	)			(55,270	)			(19,417	)			(523,610	)
Total Comprehensive Loss		$	(229,328	)		$	(772,705	)		$	(353,125	)		$	(1,566,985	)		$	(5,984,724	)
Basic and Diluted Loss Per Common Share		$	(0.00	)		$	(0.01	)		$	(0.00	)		$	(0.02	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted			93,012,500				93,012,500				93,012,500				93,012,500

 

See notes to unaudited consolidated financial statements.

 

 

Universal Gold Mining Corp.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

 

		Six Months Ended								May 3, 2006 (Inception) Through June 30,
		June 30, 2012				June 30, 2011				2012
Cash flows from operating activities
Net loss		$	(297,855	)		$	(1,547,568	)		$	(5,461,114	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			-				198				538
Stock-based compensation			28,852				67,321				738,392
Loss on disposal of fixed assets			-				3,518				3,518
Loss on sale of mining option			-				660,015				660,015
Impairment loss (mineral claims and mining options)			-				-				376,410
Bad debt expense			-				2,803				69,170
Foreign currency exchange loss (gain)			1,885				2,303				(32,427	)
Realized loss on sale of marketable securities – available for sale			44,285				-				44,285
Changes in operating assets and liabilities:
Employee receivable			-				1,057				-
Related party receivable			-				5,125				-
Other receivable			-				(2,265	)			(70,380	)
Prepaid expenses and other current assets			(3,750	)			1,866				(1,245	)
Accounts payable			20,447				(245,359	)			240,090
Accounts payable – related party			(111	)			(52,702	)			(20	)
Accrued liabilities			-				(94,803	)			38,655
Net cash used in operating activities			(206,247	)			(1,198,491	)			(3,394,113	)
Cash flows from investing activities
Issuance of note receivable			-				-				(338,838	)
Purchases of property and equipment			-				-				(4,045	)
Proceeds from sale of mining option			-				902,035				902,035
Purchase of put and call option/convertible note			-				-				(1,027,276	)
Proceeds from exercise of put option on convertible note			-				-				1,059,100
Cash paid for investment in mining option			-				(125,000	)			(2,675,000	)
Proceeds from sale of marketable securities – available for sale			66,407				-				66,407
Net cash provided by (used in) investing activities			66,407				777,035				(2,017,617	)
Cash flows from financing activities
Advances from stockholder			-				-				82,405
Repayment of advance from stockholder			-				-				(82,405	)
Expenses paid by stockholder			-				-				14,500
Issuance of common stock, net of offering costs			-				-				5,214,928
Borrowings on debt, net of costs			-				-				338,838
Net cash provided by financing activities			-				-				5,568,266
Effect of exchange rates on cash activities			(1,885	)			(484	)			(671	)
Net Increase (Decrease) in Cash			(141,725	)			(421,940	)			155,865
Cash at Beginning of Period			297,590				947,153				-
Cash at End of Period		$	155,865			$	525,213			$	155,865
Supplemental Disclosures
Cash paid for:
Interest		$	-			$	-			$	-
Income taxes			-				-				-
Non-cash Investing and Financing Activities:
Assignment of note receivable for satisfaction of note payable		$	-			$	-			$	500,000
Discount on note receivable			-				-				161,162
Contributed capital – payables settled by Stockholder			-				-				145,522
Contributed capital – shares acquired by Stockholder and cancelled			-				-				21,500
Investment in miming option- accrued and impaired			-				-				125,000
Receipt of marketable securities in sale of mining option			-				737,950				737,950
Unrealized holding loss on marketable securities - available for sale			(55,270	)			(21,290	)			(523,610	)

 

See notes to unaudited consolidated financial statements.

 

 

Universal Gold Mining Corp.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Universal Gold Mining Corp. (“we,” “Universal” or the “Company”) was incorporated on May 3, 2006 under the laws of the State of Nevada.

 

The Company is an exploration stage gold mining company with its efforts initially focused on what it believes to be under-explored countries. The Company has achieved no operating revenues to date.

 

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying unaudited interim consolidated financial statements as of June 30, 2012 and December 31, 2011 and for the three and six months ended June 30, 2012 and 2011 and the period from May 3, 2006 (Inception) through June 30, 2012 have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”). The consolidated financial statements as of and for the three and six months ended June 30, 2012 and 2011 are unaudited. In the opinion of management, these financial statements include all adjustments, which, unless otherwise disclosed, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented.

 

The results for interim periods are not necessarily indicative of results for the entire year. The balance sheet at December 31, 2011 has been derived from audited financial statements; however, the notes to the financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the SEC on February 29, 2012.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Universal Gold Holdings (Cayman) Ltd. (“UGH”), which was incorporated in the Cayman Islands on April 22, 2010, and UGMC Mining, Inc. (“UGMC”), which was incorporated in British Columbia on September 14, 2010. UGH ceased operations as of December 2011 and was dissolved on March 30, 2012. UGMC ceased operations in February 2011 and was dissolved in October 2011. All material intercompany accounts and transactions have been eliminated.

 

Use of Estimates

 

Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenues and expenses for the periods presented. Actual results could differ from those estimates.

 

Reclassifications

 

Certain amounts in prior periods have been reclassified to conform to current period presentation.

 

 

Cash and Cash Equivalents

 

The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Beginning December 31, 2010 through December 31, 2012, all noninterest-bearing transaction accounts were fully insured, regardless of the balance of the account, at all FDIC-insured institutions. This unlimited insurance coverage was separate from, and in addition to, the insurance coverage provided to the depositor’s other accounts held by a FDIC-insured institution, which are insured for balances up to $250,000 per depositor until December 31, 2013. At June 30, 2012, the amounts held in banks did not exceed the insured limit.

 

Marketable Securities

 

Marketable securities consist of equity securities, available for sale, which are publicly traded on national exchanges. At June 30, 2012 and December 31, 2011, marketable securities consisted entirely of shares in Rio Novo Gold Inc., a company whose ordinary shares trade on the Toronto Stock Exchange (“Rio Novo”). Available for sale securities are reported at their estimated fair value, with any unrealized gains and losses reported, net of any related tax effects, as a component of accumulated other comprehensive income.

 

We evaluate our investment securities on a quarterly basis for declines in market value below cost for the purpose of determining whether these declines represent other than temporary impairments (“OTTI”). A decline in the fair value of a security below cost judged to be other than temporary is recognized as a loss in the current period and its fair value becomes the new cost basis of the security.

 

Rio Novo is a Toronto, Ontario based company focused on the acquisition, exploration and development of gold mineral resources in South America. The fair value of common shares of Rio Novo is subject to risk associated with operations in South America and the gold mining industry.

 

Mineral Exploration and Development Costs

 

All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines or to develop mine areas substantially in advance of production are also capitalized once proven and probable reserves exist, and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the cost of mineral rights will be expensed at that time. Costs of abandoned projects, including related property and equipment costs, are charged to mining costs. To determine if these costs are in excess of their recoverable amount, periodic evaluations of the carrying value of capitalized costs and any related property and equipment costs are performed. These evaluations are based upon expected future cash flows and/or estimated salvage value.

 

Income Taxes

 

The Company accounts for its income taxes using the liability method, whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize the tax assets through future operations.

 

Fair Value Measurements

 

The Company measures fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company’s financial instruments consist primarily of cash, marketable securities traded on national exchanges, and accounts payable. The Company believes the carrying value of its cash and accounts payable approximate fair value because of the short-term nature or maturity of the instruments.

 

 

Earnings (Loss) Per Share Information

 

Basic net earnings (loss) per common share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for all periods presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. Potentially dilutive securities consist of 2,666,667 outstanding option grants to employees and directors and contained an exercise price that was greater than the value of the Company’s common stock at June 30, 2012.

 

Stock-Based Compensation

 

The Company’s Board of Directors approved the 2008 Equity Incentive Plan (the “2008 Plan”), under which the Company may issue stock options. All share-based payments to employees, including grants of employee stock options, are recognized in the consolidated statement of operations based upon their estimated fair value as of the date of grant.

 

Foreign Currency

 

The financial statements of foreign subsidiaries are translated into U.S. dollars at period end exchange rates except for revenues and expenses, which are translated at average monthly rates. Translation adjustments are reflected as a separate component of stockholders’ equity and have no current effect on earnings or cash flows.

 

Foreign currency exchange transactions are recorded using the exchange rate at the earlier of either the date of settlement or the most recent intervening balance sheet date. The Company recognized a net foreign currency exchange loss of $1,885 and $2,274 during the three months ended June 30, 2012 and 2011, respectively, and $1,885 and $2,303 during the six months ended June 30, 2012 and 2011, respectively. From May 3, 2006 (Inception) through June 30, 2012, the Company recognized a net foreign currency exchange gain of $32,427.

 

Other Comprehensive Income

 

The Company’s other comprehensive income is attributable to unrealized gains or losses on foreign currency translation adjustments and change in fair value of marketable securities available for sale. During the three and six months ended June 30, 2012, the Company recorded an unrealized holding loss on marketable securities available for sale of $105,165 and $55,270. The Company recorded an unrealized holding loss on marketable securities of $21,290 for the three and six months ended June 30, 2011, and a net gain on foreign currency translation of $296 and $1,873, respectively, during the same periods. Since May 3, 2006 (Inception) through June 30, 2012, the Company recorded an unrealized holding loss on marketable securities available for sale of $523,610. The net foreign currency translation gain/loss for the period from May 3, 2006 (Inception) through June 30, 2012 was $0.

 

Subsequent events

 

The Company’s management reviewed all material events through the issuance date of this quarterly report on Form 10-Q and determined that were no material subsequent events to report.

 

 

New Accounting Pronouncements

 

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all recent ASUs. ASUs not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations.

 

In May 2011, the FASB issued amendments to disclosure requirements for common fair value measurement. These amendments, effective for the interim and annual periods beginning on or after December 15, 2011 (early adoption is prohibited), result in common definition of fair value and common requirements for measurement of and disclosure requirements between U.S. GAAP and IFRS. Consequently, the amendments change some fair value measurement principles and disclosure requirements. The implementation of this amended accounting guidance did not have a material impact on our consolidated financial position or results of operations.

 

In June 2011, the FASB issued amendments to disclosure requirements for presentation of comprehensive income. This guidance, effective retrospectively for the interim and annual periods beginning on or after December 15, 2011 (early adoption is permitted), requires presentation of total comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The implementation of this amended accounting guidance did not have a material impact on our consolidated financial position or results of operations.

 

NOTE 3 – GOING CONCERN

 

In the course of the Company’s exploration activities, the Company has sustained losses and expects such losses to continue unless and until the Company can achieve operating revenues. Future issuances of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company currently has no revenue from operations and has incurred cumulative net losses of $5,461,114 since its inception. The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. Realization values may be substantially different from carrying values as shown and the Company’s consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amount and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

 

The Company expects to finance its operations primarily through its existing cash and future financings. However, substantial doubt exists about the Company’s ability to continue as a going concern because it will be required to obtain additional capital in the future to continue its operations and there is no assurance that the Company will be able to obtain such capital, through equity or debt financings, or any combination thereof, whether on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet the Company’s ultimate capital needs and to support its growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, the Company’s operations would be materially negatively impacted. The Company’s ability to complete additional offerings is dependent on the state of the debt and equity markets at the time of any proposed offering, and such market’s reception of the Company and the offering terms. In addition, the Company’s ability to complete an offering may be dependent on the status of the Company’s business activities, which cannot be predicted.

 

 

NOTE 4 – INVESTMENT IN MINING OPTION

 

On June 4, 2010, the Company made the first payment under an Option Agreement (as amended, the “Option Agreement”) dated as of April 23, 2010 among the Company and Core Values Mining & Exploration Company, a Cayman Islands corporation (“CVMEC”), and Core Values Mining & Exploration Company’s wholly owned Colombian subsidiary (collectively, “CVME”). The Option Agreement provided the Company with the right to acquire up to a 50% interest in a 164 hectare gold prospect, which is located approximately 10 kilometers southeast of the city of Manizales in Colombia (the “Toldafria Prospect”).

 

The Option Agreement provided that the Company may earn a 25% interest in the Toldafria Prospect at the end of the first year of the Option Agreement, by paying $2,300,000 on or prior to June 4, 2010, which the Company paid. The Company had the opportunity to earn an additional 15% interest in the Toldafria Prospect at the end of the second year (June 2011), by paying $2,650,000 within 30 business days after completion of the first year. Finally, the Company had the opportunity to earn a further 10% interest in the Toldafria Prospect at the end of the third year (June 2012), by paying an additional $3,050,000 within 30 business days after completion of the second year, for a total of $8,000,000 under the Option Agreement.

 

CVME contracted to acquire the Toldafria Prospect from the person believed to be the registered owner thereof pursuant to a purchase agreement to which the Company was not a party (the “Toldafria Purchase Agreement”). CVME’s success in recording the transfer of the Toldafria Prospect, and therefore the Company’s earning of the interest therein, was contingent upon, among other things, approval of the relevant Colombian government authorities.

 

The Option Agreement provided that CVME carry out prospecting, exploration, development or other work as the operator on the Toldafria Prospect and CVME would receive payment of $30,000 per month, out of the funds earmarked for exploration and development activity, for its administrative and overhead costs in such capacity.

 

The Option Agreement provided for certain mechanisms by which CVME may, after the end of the third year of the Option Agreement, elect to (1) acquire shares of the Company’s common stock in exchange for CVME’s interest in the Toldafria Prospect at market based valuations, or (2) form a separate joint venture corporation that would hold both CVME’s and the Company’s interests in the Toldafria Prospect, and operate pursuant to an agreement to be entered into at such time.

 

In May 2011, UGH sold to Rio Novo all of its rights, title and interest in the Option Agreement, and all its interest in the Toldafria Prospect. In connection with the sale of the rights, title and interest in the Option Agreement, Rio Novo paid to UGH a total amount of $902,035, of which $300,000 was paid in cash and $602,035 was settled in cash by way of refunding escrow to UGH. Rio Novo also issued 500,000 of its ordinary shares, initially valued at $737,950 to UGH. Rio Novo has also agreed to deliver to UGH or its designee an additional 766,667 Rio Novo ordinary shares (“Contingent Sales Proceeds”) upon (1) the Caldas State Government Mining Delegation (Colombia) granting a concession, exploitation or exploration right or any renewal or extension of any such existing right to Nestor Gutierrez, CVME, CVMEC, Rio Novo or any of their affiliates in connection with the Toldafria Prospect having a term of not less than 20 years and (2) confirmation by CorpoCaldas (the Caldas State Environment Authority) that the project mineral rights are excluded from the alleged existing Reserva de Foresta Regional covering certain parts of the Toldafria Prospect area so as to allow exploration and mining activities within the area covered by the Toldafria Prospect. Rio Novo now owns 100% of the Toldafria Prospect.

 

During 2011, the Company recognized a loss on the sale of its rights, title and interest in the Option Agreement and its interest in the Toldafria Prospect of $660,015. The Company did not record the Contingent Sales Proceeds due to uncertainty regarding its ultimate realization. Upon receipt of the Contingent Sales Proceeds, if receipt was to occur, the Company would record the additional shares of Rio Novo at the fair market value as of the date of receipt and reduce the loss recognized on the sale of its interest in the Option Agreement.

 

 

NOTE 5 – MARKETABLE SECURITIES AND FAIR VALUE CONSIDERATION

 

At June 30, 2012 and December 31, 2011, the Company owned marketable securities available for sale, consisting of 425,000 and 500,000, respectively, Rio Novo ordinary shares that are traded on the Toronto Stock Exchange. At June 30, 2012 and December 31, 2011, unrealized losses related to the Rio Novo shares were $523,610 and $468,340, respectively, which were reflected in accumulated other comprehensive loss on the accompanying consolidated financial statements.

 

During the quarter ended March 31, 2012, the Company sold 75,000 shares of Rio Novo, for total proceeds of $66,407, and recognized a loss on sale in the amount of $44,285. For purpose of determining realized gain and loss, the cost of securities sold is based on specific identification.

 

Financial assets are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The valuation techniques that may be used to measure fair value include a market approach, an income approach and a cost approach. A market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. An income approach uses valuation techniques to convert future amounts to a single present amount based on current market expectations, including present value techniques, option-pricing models and excess earnings method. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

 

At June 30, 2012 and December 31, 2011, the fair value of the Rio Novo ordinary shares owned by us was $103,647 and $269,610, respectively.

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

Accounts Payable – Related Party

 

At June 30, 2012 and December 31, 2011, the Company owed $0 and $111, respectively, to Arlington Group Asset Management Limited, a company controlled by our director, for the expenses related to the director’s services provided to the Company.

 

Compensation of directors

 

Director fees totaled $6,000 and $6,174 for the three months ended June 30, 2012 and June 30, 2011, respectively, and $12,000 and $12,174 for the six months ended June 30, 2012 and 2011, respectively. Consulting fees paid to a director totaled $30,000 and $60,000 for the three months ended June 30, 2012 and June 30, 2011, respectively, and $60,000 and $100,000 for the six months ended June 30, 2012 and 2011, respectively. Director fees and consulting fees paid to directors are included in general and administrative expense on the consolidated statements of operations.

 

NOTE 7 – COMMITMENTS AND CONTINGENCIES

 

Litigation

 

From time to time, the Company may become involved in lawsuits and legal proceedings that arise in the ordinary course of business. The Company is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results or cash flows.

 

 

Liquidated Damages

 

In connection with the Company’s July 2010 private placement of common shares, the Company granted registration rights to the investors. The Company was not able to file the registration statement by the date required by the Offering and the Company is obligated to pay liquidated damages of $36,000. As of June 30, 2012 and December 31, 2011, the Company had recorded an accrual for liquidated damages of $36,000, which is included in accrued liabilities.

 

NOTE 8 – PROVISION FOR INCOME TAXES

 

No provision for federal income taxes has been recognized for the six months ended June 30, 2012 and 2011 as the Company incurred a net operating loss for income tax purposes in each period and has no carryback potential.

 

Deferred tax assets and liabilities at June 30, 2012 and December 31, 2011 totaled a net deferred tax asset of approximately $1,652,000 and $1,559,000, respectively, and consisted primarily of deferred tax assets resulting from net operating loss carryforwards. We have provided a full valuation allowance due to uncertainty regarding the realizability of these tax assets. The valuation allowance increased $37,748 and $93,491 for the three and six months ended June 30, 2012, respectively. The Company’s effective tax rate differs from the statutory rate of 35% primarily due to the change in valuation allowance and stock-based compensation.

 

At June 30, 2012, the Company has net operating loss carryforwards totaling approximately $4,720,000 for federal income tax purposes, which may be carried forward in varying amounts until the time when they begin to expire in 2027 through 2032, but may be limited in their use due to significant changes in the Company’s ownership.

 

The Company’s federal income tax returns for the years ended 2007 through 2010 are open to examination. At June 30, 2012 and December 31, 2011, the Company evaluated its open tax years in all known jurisdictions. Based on this evaluation, the Company did not identify any uncertain tax positions.

 

NOTE 9 – STOCK OPTIONS

 

The 2008 Plan allows for equity awards to employees and directors, and, in certain instances, consultants, covering up to 10,000,000 shares of common stock. If an incentive award granted under the 2008 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for future awards under the 2008 Plan.

 

The Company recognizes the fair value of share-based payments over the vesting periods of the awards. Compensation expense related to options granted totaled $28,852 and $67,321 for the six months ended June 30, 2012 and 2011, respectively, $14,426 and $28,852 for the three months ended June 30, 2012 and 2011, respectively, and $738,392 for the period May 3, 2006 (Inception) through June 30, 2012. Measured, but unrecognized stock-based compensation expense at June 30, 2012 was $0.

 

Stock option activity and related information for the six months ended June 30, 2012 is as follows:

 

		Number of Options				Weighted Average Exercise Price				Aggregate Intrinsic Value
Outstanding at December 31, 2011			2,666,667			$	0.20			$	-
Granted			-				-
Exercised			-
Forfeited			-			$	0.20
Outstanding at June 30, 2012			2,666,667							$	-
Vested at June 30, 2012			2,666,667			$	0.20			$	-
Exercisable at June 30, 2012			2,666,667

 

 

Outstanding options had $0 intrinsic value at June 30, 2012 and December 31, 2011, due to the exercise price being greater than the value of the Company’s common stock at each respective date. As of June 30, 2012, 7,333,333 shares remain available for issuance under the 2008 Plan.

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

This quarterly report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts included in this quarterly report including, without limitation, statements in the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this quarterly report on Form 10-Q, regarding our financial condition, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “will,” “plans,” “objective,” “should,” or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this quarterly report on Form 10-Q appears in the section captioned “Risk Factors” in our annual report on Form 10-K filed with the SEC on February 29, 2012, including without limitation the risk factor that provides that we may be an investment company.

 

The following discussion is designed to provide a better understanding of significant trends related to our financial condition and results of operations. The discussion should be read in conjunction with our consolidated financial statements and notes thereto included in this quarterly report on Form 10-Q, as well as the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and Notes thereto included in our annual report on Form 10-K.

 

Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this quarterly report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

Plan of Operation

 

We are an exploration stage gold mining exploration and production company focusing our initial operations on what we believe to be under-explored countries. We have achieved no operating revenues to date. In April 2010, we entered into the Toldafria Option Agreement, as amended, which gave us the right to acquire up to a 50% interest in a Colombian gold prospect (see “—Toldafria Prospect”). In May 2011, we sold such option to Rio Novo Gold. Inc., a company whose ordinary shares trade on the Toronto Stock Exchange (“Rio Novo”) (See “Financial Statements—Note 4—Investment in Mining Option”). In November 2010, we entered into the Hemco Option Agreement, as amended, which gave us the right to acquire all of the issued shares in RNC (Hemco) Limited, which, through its Hemco Nicaragua S.A. subsidiary, operated the Bonanza gold and silver mine located in Nicaragua, Central America. In February 2011, we determined not to exercise the option pursuant to the Hemco Option Agreement.

 

We currently own 425,000 ordinary shares of Rio Novo, an emerging gold company focused on the acquisition, exploration and development of gold mineral resource properties in mineral jurisdictions in South America, whose stock trades on the Toronto Stock Exchange.

 

In the course of our development activities, we have sustained losses and expect such losses to continue unless and until we can achieve net operating revenues. We expect to finance our operations primarily through our existing cash and future financings. However, substantial doubt exists about our ability to continue as a going concern because we will be required to obtain additional capital in the future to continue our operations and there is no assurance that we will be able to obtain such capital, through equity or debt financings, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our ultimate capital needs and to support our growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our planned operations would be materially negatively impacted. Our ability to complete additional financings is dependent on the state of the debt and equity markets at the time of any proposed financing, and such market’s reception of us and the financing terms. In addition, our ability to complete a financing may be dependent on the status of our business activities, which cannot be predicted.

 

 

The Company previously conducted its operations through its wholly owned subsidiaries, Universal Gold Holdings (Cayman) Ltd. (“UGH”), which was incorporated in the Cayman Islands on April 22, 2010, and UGMC Mining, Inc. (“UGMC”), which was incorporated in British Columbia on September 14, 2010. UGH ceased operations as of December 2011 and was dissolved on March 30, 2012. UGMC ceased operations as of February 2011 and was dissolved in October 2011.

 

Toldafria Prospect

 

The following summary of the material terms of the Toldafria Option Agreement, the Toldafria Option Agreement Amendment and the Asset Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of such agreements. Because the following is only a summary, it does not contain all information that you may find useful. For more complete information, you should read each of the Toldafria Option Agreement, the Toldafria Option Agreement Amendment and the Asset Purchase Agreement, each of which is referenced as an exhibit to this quarterly report on Form 10-Q.

 

In June 2010, our wholly owned subsidiary, UGH made the first payment under an Option Agreement (as amended, the “Toldafria Option Agreement”), dated as of April 23, 2010, among Core Values Mining & Exploration Company, a Cayman Islands corporation, and Core Values Mining & Exploration Company’s wholly owned Colombian subsidiary (collectively, “CVME”) and UGH. The Toldafria Option Agreement provided us with the right to acquire, through UGH, up to a 50% interest in a 164 hectare gold prospect (licence GEWM-12), which is located approximately 10 kilometers southeast of the city of Manizales in Colombia (the “Toldafria Prospect”). On June 4, 2010, UGH and CVME entered into an amendment to the Toldafria Option Agreement (the “Toldafria Option Agreement Amendment”) which included a bring-down of representations and warranties made by CVME in the Toldafria Option Agreement.

 

The Toldafria Option Agreement, as amended, provided that UGH may earn a 25% interest in the Toldafria Prospect at the end of the first year of the Toldafria Option Agreement, as amended, by paying an aggregate amount of $2,300,000 on or prior to June 4, 2010, which UGH paid. UGH had the opportunity to earn an additional 15% interest in the Toldafria Prospect at the end of the second year (June 2011), by paying an additional aggregate amount of $2,650,000 within 30 business days after completion of the first year. Finally, UGH had the opportunity to earn a further 10% interest in the Toldafria Prospect at the end of the third year (June 2012), by paying an additional aggregate amount of $3,050,000 within 30 business days after completion of the second year. No assurance was given that UGH would have had sufficient capital to pay for the additional interests in the Toldafria Prospect.

 

CVME contracted to acquire the Toldafria Prospect from the person believed to be the registered owner thereof pursuant to a purchase agreement to which we were not a party (the “Toldafria Purchase Agreement”).

 

The Toldafria Option Agreement provided that CVME would carry out prospecting, exploration, development or other work approved by a technical committee as the operator on the Toldafria Prospect, and CVME would receive payment of $30,000 per month, out of the funds earmarked for exploration and development activity, for its administrative and overhead costs in such capacity.

 

CVME’s success in recording the transfer of the Toldafria Prospect was contingent upon, among other things, approval of the relevant Colombian government authorities. In the event that CVME would not be ultimately successful in meeting its obligations or recording the transfer of the Toldafria Prospect free of encumbrances, then the Toldafria Prospect would not have been valuable.

 

 

In May 2011, UGH entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Rio Novo. Pursuant to the Asset Purchase Agreement, UGH sold to Rio Novo all of its rights, title and interest in the Option Agreement, and all its interest in the Toldafria Prospect.

 

In connection with the sale of the rights, title and interest in the Option Agreement, Rio Novo paid to UGH a total amount of $902,035, of which $300,000 was paid in cash and $602,035 was settled in cash by way of refunding to UGH an amount in escrow. Rio Novo also issued to the Company 500,000 of its ordinary shares. Rio Novo has also agreed to deliver to UGH or its designee an additional 766,667 Rio Novo ordinary shares upon (1) the Caldas State Government Mining Delegation (Colombia) granting a concession, exploitation or exploration right or any renewal or extension of any such existing right to Nestor Gutierrez, CVME, CVMEC, Rio Novo or any of their affiliates in connection with the Toldafria Prospect having a term of not less than 20 years and (2) confirmation by CorpoCaldas (the Caldas State Environment Authority) that the project mineral rights are excluded from the alleged existing Reserva de Foresta Regional covering certain parts of the Toldafria Prospect area so as to allow exploration and mining activities within the area covered by the Toldafria Prospect. Rio Novo now owns 100% of the Toldafria Prospect.

 

The Company has not recorded the additional 766,667 Rio Novo ordinary shares that may be received in the future due to uncertainty regarding their ultimate realization.

 

Hemco Option

 

The following summary of the material terms of the Hemco Option Agreement, the Share Purchase Agreement, the Hemco Option Agreement Amendment and the Share Purchase Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of such agreements. Because the following is only a summary, it does not contain all information that you may find useful. For more complete information, you should read each of the Hemco Option Agreement, the Share Purchase Agreement, the Hemco Option Agreement Amendment and the Share Purchase Agreement Amendment, each of which is referenced as an exhibit to this quarterly report on Form 10-Q.

 

We entered into an option agreement effective as of November 30, 2010 (the “Hemco Option Agreement”), with N.C.G.A. Project Acquisition Corp., a Cayman Islands corporation (“NCGA”), an entity controlled by certain of our minority shareholders, whereby we would, at our option (the “Hemco Option”), be entitled to acquire, and to require NCGA to transfer to us, all of the issued shares in RNC (Hemco) Limited (“Hemco”), and all minority interests in certain subsidiaries of Hemco not owned by Hemco (collectively, the “Hemco Assets”). The Hemco Assets were to be acquired by NCGA pursuant to the terms and conditions of a Share Purchase Agreement, dated as of November 30, 2010 (the “Share Purchase Agreement”), among NCGA, TWL Investments Ltd. (“TWL”), Thomas William Lough (“Lough”), James Randall Martin (“Martin”) and Sergio Rios Molina (“Rios” and together with TWL and Martin, “Sellers”). The Share Purchase Agreement provided that NCGA would acquire from Sellers all of the issued common shares of RNC (Management) Limited, which owned 100% of the interest in Hemco. Conditional upon the sale, Lough and Martin would also transfer to NCGA for no additional consideration, all of the minority interests not already owned by Hemco in its Nicaraguan subsidiary, Hemco-Nicaragua S.A. (“HemcoNic”). HemcoNic is a private Nicaraguan company which operated the Bonanza gold and silver mine located in Nicaragua, Central America.

 

The Hemco Option Agreement provided that if we exercised the Hemco Option, we would be able to acquire the Hemco Assets from NCGA for $64,750,000, which is equal to the balance of the $65,000,000 purchase price ($250,000 of which had already been paid in the form of a non-refundable deposit) that NCGA would be required to pay to Sellers at the closing of the transactions under the Share Purchase Agreement.

 

As of December 31, 2010, the Hemco Option Agreement was amended (the “Hemco Option Agreement Amendment”). The Hemco Option Agreement Amendment included, among other things, our consent to NCGA’s entry into Amendment No. 1, dated as of December 31, 2010, to the Share Purchase Agreement (the “Share Purchase Agreement Amendment”).

 

  

The Share Purchase Agreement Amendment, among other things:

 

·

extended from December 31, 2010 to February 15, 2011, the date by which the parties to the Share Purchase Agreement were permitted to terminate such agreement if the closing of such agreement did not occur on or before such date; and

·

included an agreement to pay an additional $125,000 upon the execution of the Share Purchase Agreement Amendment and an additional $125,000 upon the closing of the Share Purchase Agreement, as amended.

 

The Share Purchase Agreement and the transactions contemplated thereunder were terminated because the closing did not occur on or before February 15, 2011 and, accordingly, we determined not to exercise the Hemco Option and expensed all the associated costs and option payments.

 

Other Developments

 

On February 16, 2011, the British Columbia Securities Commission (the “BCSC”) issued an order (the “Order”) that trading in our securities cease until we filed certain documents with the BCSC, such documents to include an independent technical report on our Toldafria property and all documents filed with the SEC, and the executive director of the BCSC makes an order revoking the Order. The BCSC asserted that we were a reporting issuer under BC Instrument 51-509, “Issuers Quoted in the U.S. Over-the-Counter Markets”, as it alleged that our business was directed or administered from British Columbia and our securities were quoted on the OTC Bulletin Board. The Company had ceased all operations in Canada as of February 2011 and in October 2011, dissolved its wholly owned subsidiary UGMC Mining, Inc., which was incorporated in British Columbia on September 14, 2010. On February 28, 2012, we were notified by the BCSC that the our application for removal of the Order, dated February 16, 2011, had been granted, effective as of such date.

 

On February 28, 2011, Andrew Neale resigned from his position as member of our Board of Directors and any committees thereof effective as of that date.

 

On October 18, 2011, David Cather resigned from his positions as Interim Chief Executive Officer and as a member of our Board of Directors and any committees thereof effective as of that date.

 

In January 2012, we formed an audit committee comprised of our sole independent director, Bruce Stewart.

 

Results of Operations

 

Revenues

 

We have had no revenues since our inception.

 

Expenses

 

Three Months Ended June 30, 2012 and 2011

 

Total operating expenses decreased $627,159, or 84%, to $122,278 for the three months ended June 30, 2012, as compared to $749,437 for the three months ended June 30, 2011, primarily attributable to a $660,015 loss recorded on the sale of the Company’s rights, title and interest in the Option Agreement and interest in the Toldafria Prospect recorded during the prior year period.

 

Six Months Ended June 30, 2012 and 2011

 

Total operating expenses decreased $1,293,580, or 84%, to $251,685 for the six months ended June 30, 2012, as compared to $1,545,265 for the six months ended June 30, 2011. This decrease is primarily attributable to a $660,015 loss recognized in the 2011 period on the sale of the Company’s rights, title and interest in the Option Agreement and interest in the Toldafria Prospect, costs during the 2011 period of $353,694 related to the terminated Hemco transaction (discussed above), and decreases in director fees and consulting fees paid to directors and other general and administrative expenses, primarily consisting of accounting and legal fees and stock-based compensation during the 2011 period due to increased business activity during that period.

 

 

Other Income (Expenses)

 

Total other expenses, net, were $1,885 and $46,170 for the three and six months ended June 30, 2012, respectively, as compared to $2,274 and $2,303 for the three and six months of the prior year respectively. Total other expenses for the current year periods consist of a foreign currency exchange loss and a realized loss on sale of marketable securities which occurred during first quarter 2012, whereas total other expenses for the prior year periods consisted solely of foreign currency exchange loss.

 

Net Loss

 

We incurred net losses of $124,163 and $297,855 for the three and six months ended June 30, 2012, respectively, compared to net losses of $751,711 and $1,547,568 for the three and six months ended June 30, 2011 respectively. The decrease in net losses for the three and six months ended June 30, 2012 in comparison to the respective periods of 2011, was directly attributable to decreased expenses as discussed above.

 

Liquidity and Capital Resources

 

At June 30, 2012 and December 31, 2011, our cash and cash equivalents balance was $155,865 and $297,590, respectively. During the six months ended June 30, 2012, cash used in operations totaled $206,247 versus cash used in operations of $1,198,491 in the equivalent 2011 period. The decrease in cash used in operations was primarily due to ceased operations of UGH and UGMC related to the Toldafria Prospect, two of the Company’s subsidiaries (see “Plan of Operations” for additional information). During the six months ended June 30, 2012, cash provided by investing activities totaled $66,407, which represents proceeds from the sale of marketable securities. During the six months ended June 30, 2011, cash provided by investing activities totalled $777,035, consisting of $902,035 proceeds from the sale of the Toldafria mining option pursuant to the Asset Purchase Agreement with Rio Novo, partially offset by $125,000 paid in January 2011 upon the execution of the Share Purchase Agreement Amendment related to the terminated Hemco Option Agreement. We did not have any cash from financing activities during the six months ended June 30, 2012 and 2011.

 

Future issuances of our equity or debt securities will be required in order for us to continue to finance our operations and to continue as a going concern. We have not generated any positive cash flows from operations since inception and currently have no revenue from operations. As of June 30, 2012, we have incurred cumulative net losses of $5,461,114 since inception and require additional capital for our contemplated operational and acquisition activities to take place. Our ability to raise additional capital through future issuances of our equity or debt is unknown. The acquisition of additional financing, the successful development of our contemplated plan of operations and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. The uncertainty about our ability to successfully resolve these factors raises substantial doubt about our ability to continue as a going concern.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our most significant judgments and estimates used in preparation of our consolidated financial statements.

 

Mineral Exploration and Development Costs

 

All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If we do not continue with exploration after the completion of the feasibility study, the cost of mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs, including related property and equipment costs. To determine if these costs are in excess of their recoverable amount, periodic evaluation of the carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

 

Stock-Based Compensation

 

We utilize the Black-Scholes option pricing model to estimate the fair value of employee stock options at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life.

 

Recent Accounting Pronouncements

 

The Company has review recently issued accounting standards, none of which are expected to have a material impact on the Company’s financial position or results of operations.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, we are not required to provide disclosure under this Item 3.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls Procedures

 

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) 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 SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the interim chief executive officer and interim chief financial officer, to allow timely decisions regarding required disclosures.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our interim chief executive officer and interim chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, and as a result, in part, of having an audit committee that is comprised of one person and having one individual serve as our sole officer, our interim chief executive officer and interim chief financial officer has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.

 

 

As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures.

 

Changes in internal controls over financial reporting

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

Officer’s Certifications

 

Appearing as an exhibit to this quarterly report on Form 10-Q are “Certifications” of our Chief Executive and Financial Officer. The Certifications are required pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the quarterly report on Form 10-Q contains information concerning the Controls Evaluation referred to in the Section 302 Certifications. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

 

PART II – OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

We may, from time to time, be involved in litigation and claims arising out of our operations in the ordinary course of business. We are currently not aware of any pending legal proceedings to which we are a party or of which any of our property is the subject, nor are we aware of any such proceedings that are contemplated by any governmental authority.

 

ITEM 1A.

RISK FACTORS

 

As a smaller reporting company, we are not required to provide disclosure under this Item 1A.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5.

OTHER INFORMATION

 

ITEM 6.

EXHIBITS

 

The agreements included as exhibits to this quarterly report on Form 10-Q are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

 

•

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

 

•

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

•

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

•

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this quarterly report on Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 

The following exhibits are filed as part of (or are furnished with, as indicated below) this quarterly report on Form 10-Q or, where indicated, were heretofore filed and are hereby incorporated by reference.

 

Exhibit No.			Description
2.1*			Hemco Option Agreement, dated as of November 30, 2010, between Registrant and N.C.G.A Project Acquisition Corp. (Previously filed on December 6, 2010 as exhibit 2.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
2.2*			Share Purchase Agreement, dated as of November 30, 2010, among N.C.G.A. Project Acquisition Corp., TWL Investments Ltd., Thomas William Lough, James Randall Martin and Sergio Rios Molina (Previously filed on December 6, 2010 as exhibit 2.2 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
2.3*			Amendment No. 1 to the Hemco Option Agreement, dated as of December 31, 2010, between N.C.G.A. Project Acquisition Corp. and Registrant (Previously filed on January 6, 2011 as exhibit 2.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
2.4*			Amendment No. 1 to the Share Purchase Agreement, dated as of December 31, 2010, among N.C.G.A. Project Acquisition Corp., TWL Investments Ltd., Thomas William Lough, James Randall Martin and Sergio Rios Molina (Previously filed on January 6, 2011 as exhibit 2.2 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
3.1*			Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on April 14, 2008 (Previously filed on April 18, 2008 as exhibit 3.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
3.2*			Certificate of Amendment to Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on April 9, 2010 (Previously filed on April 15, 2010 as exhibit 3.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
3.3*			Certificate of Amendment to Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on December 29, 2010 (Previously filed on January 3, 2011 as exhibit 3.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
3.4*			Amended and Restated Bylaws of Registrant (Previously filed on March 31, 2011 as exhibit 3.4 of Universal Gold Mining Corp.’s Annual Report on Form 10-K (File No. 333-140900))
10.1*			2008 Equity Incentive Plan (Previously filed on March 2, 2009 as exhibit 10.1 of Universal Gold Mining Corp.’s Annual Report on Form 10-K (File No. 333-140900))

 

 

10.2*			Option Agreement among Core Values Mining & Exploration Company, Core Values Mining & Exploration Company Sucursal Colombia and the Registrant, dated as of April 23, 2010 (Previously filed on June 10, 2010 as exhibit 10.7 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.3*			Amendment Number 1 to 2008 Equity Incentive Plan (Previously filed on June 10, 2010 as exhibit 10.9 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.4*			Amendment to Option Agreement among Core Values Mining & Exploration Company, Core Values Mining & Exploration Company Sucursal Colombia and the Registrant, dated as of June 4, 2010 (Previously filed on June 10, 2010 as exhibit 10.10 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.5*			Put and Call Option Agreement dated June 29, 2010 between Grafton Resource Investments Ltd. and Universal Hold Holdings (Cayman) Ltd. (Previously filed on August 23, 2010 as exhibit 10.5 of Universal Gold Mining Corp.’s Quarterly Report on Form 10-Q (File No. 333-140900))
10.6*			Deed of Variation to Put and Call Option Agreement dated June 29, 2010, dated August 24, 2010 (Previously filed on August 26, 2010 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.7*			Form of Subscription Agreement between the Registrant and each purchaser of Registrant’s common stock at $0.10 per share (Previously filed on May 27, 2010 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.8*			Form of Registration Rights Agreement between the Registrant and the purchasers of common stock at $0.10 per share, dated as of May 24, 2010 (Previously filed on May 27, 2010 as exhibit 10.2 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.9*			Form of Subscription Agreement between the Registrant and each purchaser of Registrant’s common stock at $0.40 per share (Previously filed on November 15, 2010 as exhibit 10.2 of Universal Gold Mining Corp.’s Quarterly Report on Form 10-Q (File No. 333-140900))
10.10*			Form of Registration Rights Agreement between the Registrant and the purchasers of common stock at $0.40 per share, dated as of September 20, 2010 (Previously filed on November 15, 2010 as exhibit 10.3 of Universal Gold Mining Corp.’s Quarterly Report on Form 10-Q (File No. 333-140900))
10.11*			Form of Indemnification Agreement (Previously filed on January 28, 2011 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.12*			Asset Purchase Agreement between Rio Novo Gold Inc. and Universal Gold Holdings (Cayman) Limited dated May 27, 2011 (Previously filed on June 3, 2011 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
31.1 and 31.2**			Rule 13a-14(d) / 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer
32.1 and 32.2**§			Rule 1350 Certification of Chief Executive Officer and Chief Financial Officer

 

 

101**§§

Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets (Unaudited) as of June 30, 2012 and December 31, 2011, (ii) the Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2012 and June 30, 2011 and the period from May 3, 2006 (Inception) through June 30, 2012, (iii) Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2012 and June 30, 2011 and the period from May 3, 2006 (Inception) through June 30, 2012, and (iv) the notes to Consolidated Financial Statements (unaudited).

 

*               Previously filed and incorporated by reference.

**             Filed herewith

 

§ This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

 

§§ Pursuant to Rule 406T of Regulation S-T, the XBRL files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under those sections.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

		UNIVERSAL GOLD MINING CORP.
Dated: August 3, 2012	By:	/s/ Craig Niven
		Name: Craig Niven
		Title: Interim Chief Executive Officer, Interim Chief Financial Officer and Assistant Secretary