UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(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

 

OR

 

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

 

FOR THE TRANSITION PERIOD FROM ___________ TO ___________

 

Commission file number 000-14691

 

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INDEPENDENCE RESOURCES PLC

(Exact name of registrant as specified in its charter)

 

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England	77-0039728
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)
7 Office Way, Suite 218
Hilton Head, SC	29928
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number including area code: (843) 715-9504

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes¨ No x

 

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 ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

 

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

 

As of August 16, 2012, the registrant had 17,355,760 ordinary shares outstanding, including 7,795,191 shares outstanding as of August 16, 2012 represented by American Depositary shares.

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION	3
Item 1. FINANCIAL STATEMENTS	3
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	16
Item 4. CONTROLS AND PROCEDURES	16
PART II - OTHER INFORMATION	16
Item 4. MINE SAFETY DISCLOSURES	16
SIGNATURES	17

 

PART I - FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

INDEPENDENCE RESOURCES PLC

CONDENSED CONSOLIDATED BALANCE SHEETS 

 

		June 30				December 31
		2012				2011
		(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	277,175			$	1,520,321
Investments - available for sale			112,290				122,421
Trade receivables			16,065				25,476
Receivable - related party			5,500				5,500
Other current assets			88,965				88,992
Total Current Assets			499,995				1,762,710
PROPERTY, PLANT AND EQUIPMENT, net			186,313				353,605
OIL AND GAS PROPERTIES, USING SUCCESSFUL EFFORTS ACCOUNTING
Unproved properties			108,397				149,647
Wells and related equipment			581,123				578,843
			689,520				728,490
MINING PROPERTIES
Mining claims			6,493,209				6,357,000
OTHER ASSETS
Deposit on equipment			-				328,500
Goodwill			1,558,900				-
Total Other Assets			1,558,900				328,500
TOTAL ASSETS		$	9,427,937			$	9,530,305
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		$	275,049			$	462,417
Accrued liabilities			91,881				215,145
Deferred revenue and license fee			157,808				172,154
Total Current Liabilities			524,738				849,716
LONG TERM LIABILITIES
Deferred license fee			-				71,731
Stock payable			1,012,000				-
Total Long Term Liabilities			1,012,000-				71,731
TOTAL LIABILTIES			1,536,738				921,447
COMMITMENTS AND CONTINGENCIES (See Note 10)
STOCKHOLDERS' EQUITY
Ordinary shares
Authorized shares: $0.65 (40 pence) par value, 100,000,000;
17,355,760 shares issued and outstanding, respectively			10,999,743				10,999,743
Share premium			88,351,983				88,351,983
Accumulated deficit			(91,798,472	)			(90,672,350	)
Accumulated other comprehensive income - translation			(2,575	)			(4,044	)
Accumulated other comprehensive income - unrealized (loss) on investments available for sale			(103,380	)			(66,474	)
Total Independence Resources, PLC  Stockholders' Equity			7,447,299				8,608,858
Non-controlling interest			443,900				-
Total equity			7,891,199				8,608,858
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	9,427,937			$	9,530,305

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

INDEPENDENCE RESOURCES PLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

		Three Months				Three Months				Six Months				Six Months
		Ended				Ended				Ended				Ended
		June 30				June 30				June 30,				June 30
		2012				2011				2012				2011
		(unaudited)				(unaudited)				(unaudited)				(unaudited)
REVENUES
Oil and gas revenue		$	27,041			$	41,845			$	41,640			$	69,117
OPERATING EXPENSES
Administration, sales and marketing			617,773				710,251				884,243				1,307,252
Exploration expense			116,354				163,992				334,490				174,211
Loss on impairment of investment - oil and gas property			-				-				41,250				-
TOTAL OPERATING EXPENSES			734,127				874,243				1,259,983				1,481,463
LOSS FROM OPERATIONS			(707,086	)			(832,398	)			(1,218,343	)			(1,412,346	)
OTHER INCOME (EXPENSE)
Interest income			63				19,037				400				38,584
Interest expense			-				(123,286	)			(48	)			(245,211	)
Other income (expense)			(100	)			-				(21	)			-
Change in fair value of option liability			-				(598,921	)			-				(704,436	)
Exchange gain (loss)			(375	)			(5,593	)			(42	)			(6,852	)
Loss on disposal of subsidiary			(30,245	)			-				(30,245	)			-
TOTAL OTHER INCOME(EXPENSE)			(30,657	)			(708,763	)			(29,956	)			(917,915	)
LOSS FROM CONTINUING OPERATIONS BEFORE TAXES			(737,743	)			(1,541,161	)			(1,248,299	)			(2,330,261	)
INCOME TAX BENEFIT (EXPENSE)			-				-				-				-
NET LOSS FROM CONTINUING OPERATIONS			(737,743	)			(1,541,161	)			(1,248,299	)			(2,330,261	)
INCOME FROM DISCONTINUED OPERATIONS			43,039				147,567				86,077				326,199
NET LOSS			(694,704	)			(1,393,594	)			(1,162,222	)			(2,004,062	)
Less: Net loss attributable to non-controlling interest			36,100				-				36,100				-
NET LOSS ATTRIBUTABLE TO INDEPENDENCE RESOURCES, PLC		$	(658,604	)		$	(1,393,594	)		$	(1,126,122	)		$	(2,004,062	)
OTHER COMPREHENSIVE INCOME (LOSS)
Net Loss		$	(694,704	)		$	(1,393,594	)		$	(1,162,222	)		$	(2,004,062	)
Unrealized gain (loss) on investments available for sale			(73,577	)			(245,264	)			(36,906	)			290,748
Translation adjustments			80,816				7,860				78,955				4,734
COMPREHENSIVE LOSS			(687,465	)			(1,630,998	)			(1,120,173	)			(1,708,580	)
Less: Net loss attributable to non-controlling interest			36,100				-				36,100				-
COMPREHENSIVE LOSS ATTRIBUTABLE TO INDEPENDENCE RESOUCES, PLC		$	(651,365	)		$	(1,630,998	)		$	(1,084,073	)		$	(1,708,580	)
NET LOSS PER COMMON SHARE,
Loss from continuing operations		$	(0.04	)		$	(0.10	)		$	(0.07	)		$	(0.30	)
Income from discontinued operations			0.00				0.01				0.00				0.04
BASIC AND DILUTED		$	(0.04	)		$	(0.09	)		$	(0.07	)		$	(0.26	)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING, BASIC AND DILUTED			17,355,760				16,150,175				17,355,760				7,645,802

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

INDEPENDENCE RESOURCES PLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		Six Months Ended
		June 30				June 30
		2012				2011
		(unaudited)				(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(1,162,222	)		$	(2,004,062	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation			4,982				-
Stock based compensation			92,000				161,920
Amortization of debt discount and deferred financing fees			-				245,205
Change in fair value of option liability			-				704,436
Impairment of investment - oil and gas property			41,250				-
Changes in operating assets and liabilities
Decrease (increase) in:
Trade receivables			9,438				20,914
Other receivables			-				11,906
Inventory			-				63,931
Other current assets			-				(1,314	)
Prepaid oil and gas expense			-				120,195
Interest receivable - related party			-				(37,489	)
Receivable related party			-				(283,890	)
Increase (decrease) in:
Accounts payable			(187,367	)			180,825
Accrued liabilities			(123,264	)			(104,058	)
Deferred revenue and license fee			(86,077	)			(86,077	)
Net cash used by operating activities			(1,411,260	)			(1,007,558	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investments - available for sale			(26,775	)			-
Purchase of equipment			(85,690	)			-
Proceeds from sale of equipment			576,500				-
Purchase of oil and gas lease and wells and related equipment			(2,280	)			(247,141	)
Acquisition of oil and gas unproved properties			(41,250	)
Acquisition of mining claims			(95,209	)			-
Acquisition of CDA Mine Contracting			(200,000	)			-
Cash received in acquisition			100				-
Net cash provided (used) by investing activities			166,646				(288,391	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of ordinary shares and warrants			-				514,400
Net cash provided by financing activities			-				514,400
Net increase (decrease) in cash and cash equivalents			(1,244,614	)			(781,549	)
Net foreign exchange differences			1,468				(31,558	)
Cash and cash equivalents, beginning of period			1,520,321				1,714,697
Cash and cash equivalents, end of period		$	277,175			$	901,590
NON-CASH TRANSACTIONS:
Stock issued for acquisition of Iron Eagle Acquisitions, Inc.		$	-			$	6,357,000
Stock issued for conversion of debt		$	-			$	95,000
Stock payable for acquisition of CDA Mine Contracting, LLC		$	920,000			$	-

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

  

INDEPENDENCE RESOURCES PLC
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)

  

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Historically, Independence Resources PLC was a life sciences company engaged in the research, development and commercialization of technologies that targeted the science of healthy aging. In early 2010, after an extensive review by the Board of Directors of the Company and outside advisors, the Board elected to change the overall direction of the Company from these sectors to the natural resources sector.

 

Independence Resources PLC, together with its subsidiaries (the “Company” which may be referred to as “Independence”), is a public limited company organized under the laws of England in 1983. Independence has four wholly-owned subsidiaries, Senetek Drug Delivery Technologies Inc. (“SSDT”) and Carmé Cosmeceutical Sciences Inc. (“CCSI”), both Delaware corporations, Iron Eagle Acquisitions, Inc. (“Iron Eagle”), a Nevada corporation, and Senetek Denmark ApS, formed by Senetek under the laws of Denmark. In addition, on April 18, 2012, Independence acquired seventy percent (70%) of Coeur d’ Alene Mine Contracting, LLC. (See Note 5)

 

During the second quarter ended June 30, 2012, the Company dissolved its 100% owned subsidiary in Denmark, Senetek Denmark ApS and recognized a loss of $30,245, which included $81,815 in cumulative translation adjustment that was reclassified from accumulated other comprehensive income to net loss.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

 

In the opinion of management, the unaudited interim financial statements included herein reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position as of June 30, 2012 and the results of operations and cash flows for the periods ended June 30, 2012 and 2011. The interim results of operations are not necessarily indicative of the results that may be expected for the full fiscal year.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Revenue Recognition
Oil and gas revenues are recorded using the sales method. Under this method, the Company recognized revenues based on actual volumes of oil and gas sold to purchasers.

  

Earnings per Ordinary Share

Basic earnings per share are computed using the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share incorporate the incremental shares issuable upon the assumed exercise of dilutive stock options and warrants using the treasury stock method. Options, warrants, and shares related to the convertible note totaling 5,148,233 and 8,460,220 shares were outstanding at June 30, 2012 and 2011, respectively, but were excluded from the calculation of diluted earnings per share as their effect would have been antidilutive.

 

Noncontrolling Interest 

Non-controlling interest represents the portion of equity that is not attributable to the Company. The net income (loss) attributable to noncontrolling interests is separately presented in the accompanying statements of operations and other comprehensive income (loss). Losses attributable to noncontrolling interests in a subsidiary may exceed the interest in the subsidiary’s equity.

NOTE 3 – INVESTMENTS – AVAILABLE FOR SALE

 

The following summarizes the securities available for sale at June 30, 2012.

 

		Number of Shares				Cost Basis				Fair Value (Level 1 Inputs)
Security
Consolidated Goldfields*			111,657			$	13,732			$	39,080
Hecla Mining			200				1,760				950
Merger Mines Corp			4,700				705				564
Metropolitan Mines, Ltd			35,850				6,453				4,302
Mineral Mountain Mining and Milling Co*			19,947				8,378				1,995
New Jersey Mining Company			20,000				4,200				2,220
PM Pan Minerals			3,050,000				-				-
Shoshone Silver / Gold Mining*			500,000				91,840				37,500
Thunder Mountain Gold			523,535				88,602				25,679
						$	215,670			$	112,290

 

* Related parties, see Note 11

 

The fair value of securities is determined by quoted market prices. At June 30, 2012, total unrealized gains are $25,348 and total unrealized losses are $128,728. For investments in an unrealized loss position, management has the intent and the ability to hold these investments until they can be sold at cost or at a gain.

 

NOTE 4 – STOCK EXCHANGE AGREEMENT

 

On March 16, 2011, Independence consummated a stock for stock exchange agreement with Iron Eagle Acquisitions, Inc., a Nevada corporation (“Iron Eagle”), and the two shareholders of Iron Eagle, namely Chester Mining Company, an Idaho corporation (“CHMN), and Brush Prairie Minerals, Inc., a Delaware corporation (“BPMI”) (collectively the “Shareholders”).  Pursuant to the terms of the agreement, the Company issued 8,150,000 ordinary shares in exchange for all of the issued and outstanding shares of Iron Eagle.  John Ryan, the Chief Executive Officer and Chairman of the Company was appointed as the sole director and officer of Iron Eagle.  As a result of this transaction, the Company acquired one hundred percent of the outstanding stock of Iron Eagle thereby making it a wholly owned subsidiary of the Company.  The transaction was valued at the market price of the Company’s common stock on the date of the transaction, which was $0.78 for a total value of $6,357,000.

 

Iron Eagle’s sole assets are mining claims, consisting of approximately 294 acres located in Siskiyou County, CA, known as the Grey Eagle Mine, valued at $4,290,000, and approximately 118 acres located in Lemhi County, Idaho, valued at $2,067,000, and no outstanding liabilities.  The value of the acquisition was allocated wholly to the mining claims.

 

Subsequent to the acquisition, both Mr. Ryan and Mr. Howard Crosby, a director of the Company, were each appointed as Directors of Brush Prairie Minerals, Inc. and of Chester Mining Company.

 

NOTE 5 – ACQUISITION OF COEUR D’ALENE MINE CONTRACTING LLC

 

On April 18, 2012, the Company entered into a Membership Purchase Agreement dated April 18, 2012, by which the Company purchased 70% of the ownership interest of Coeur d’Alene Mine Contracting LLC (CDA Contracting). These ownership interests in CDA Contracting were acquired in equal proportions from Jeff Lambert and Steve Ivie, the owners of CDA Contracting. The purchase price for the 70% interest was $200,000 and 2,000,000 ordinary shares divided equally between Messrs. Lambert and Ivie. The value of the shares to be issued was determined to be $920,000 based upon the market price of $0.46 on the date of acquisition. As a result of this transaction, CDA Contracting is a majority owned subsidiary of the Company. At June 30, 2012, these shares have not yet been issued and are shown as stock payable on the balance sheet.

 

CDA Contracting was a newly formed entity which has not commenced principal operations or produced any revenues and has no material assets. It proposes to engage in contract mining activities for third parties and for our mining projects. Management is currently engaged in negotiations to provide contract mining services for third parties.

 

In connection with this transaction, the Company acquired 42 unpatented mining claims with a fair value of $41,000. The claims are located in Lemhi County, Idaho, and are currently in exploratory stage.

 

A summary of the acquisition is as follows:

 

Consideration		Independence Resources PLC (70%)				Non-Controlling Interest (30%)				Total
Cash		$	200,000			$	-			$	200,000
Ordinary shares:  2,000,000			920,000				-				920,000
Fair value of noncontrolling interest			-				480,000				480,000
		$	1,220,000			$	480,000			$	1,600,000
Assets acquired:
Cash										$	100
Mineral interest											41,000
Goodwill											1,558,900
										$	1,600,000

 

In connection with the transaction, the Company entered into three-year full-time employment agreements with Messrs. Lambert and Ivie and appointed each as a Vice-President of Investor Relations for the Company. Each employment agreement will automatically extend for an unlimited number of one-year terms. The base annual salary for each of the employment agreements is $120,000. The employment agreements may be terminated at any time for cause and the Company may terminate either agreement without cause upon 90 days’ notice, in which event the Company is obligated to pay a severance benefit in an amount equal to two times the largest annual base salary received by the employee under the employment agreement if such termination occurs before one year from the agreement’s effective date, and one times the largest annual base salary if such termination occurs thereafter. 

 

The Company will issue 200,000 shares to a consultant services provided in connection with the acquisition. These shares were valued at $0.46 per share or $92,000 which was the fair value of the shares on the date of the transaction. At June 30, 2012, these shares have not yet been issued and are shown as stock payable on the balance sheet.

 

NOTE 6 – MINERAL PROPERTIES

 

Iron Creek Project, Salmon, Idaho

 

The Iron Creek Project consists of seven patented mining claims of approximately 118 acres in Lemhi County, and 187 unpatented mining claims and located about 26 miles southwest of the town of Salmon, Idaho. The Company acquired by staking an additional 187 unpatented mining claims in and around the seven patented claims.

 

Gray Eagle Copper Mine, Happy Camp, California

 

The Gray Eagle Copper Mine (“Gray Eagle”) consists of approximately 294 acres of patented mining claims and 42 unpatented mining claims in Siskiyou County, the northernmost county of the State of California. The Company acquired by staking an additional 42 unpatented claims.

 

The Gray Eagle Mine has been subject to an EPA clean up action in the past. According to publicly available EPA documents, the EPA has expended about $3 million in response costs cleaning up old mining tailings. The Company understands that several companies have been identified as potential responsible parties for this clean up. The Company has not to date received any communication from the EPA with respect to recovery of these costs or any environmental issues that may be present at the Gray Eagle property.

 

East Mullan Claims

 

The East Mullan Claims consist of fifteen unpatented mining claims, three of which are very proximate to the east of the Lucky Friday/Gold Hunter Mine complex in Shoshone County, Idaho. The remainder of the claims are located on a down dip possible extension of the historic Snowstorm Mine. These claims were purchased during the first quarter of 2012 from Consolidated Goldfields for $60,000 in cash. This transaction is considered a related party transaction as the Company and Consolidated Goldfields have directors in common.

 

Lemhi County Claims

 

In connection with the acquisition of CDA Mine Contracting, LLC (see Note 5), the Company acquired mineral interest in Lemhi County, Idaho.

NOTE 7– STOCKHOLDERS EQUITY

 

The following warrants were outstanding at June 30, 2012 and December 31, 2011:

 

Warrant Type		Warrants Issued and Unexercised				Exercise Price				Expiration Date
Convertible Debt Warrants			1,800,000			$	1.00			March 2015
Warrants			800,000				.60	p		June 2014
Warrants			536,538				.60	p		July 2014
			3,136,538

 

There were no issuances, exercise, or expiration of warrants during the six month period ended June 30, 2012

 

The convertible debt warrants were issued in association with the March 2010 Security Purchase Agreement with DMRJ Group, LLC. The warrants entitle the holder to purchase ordinary shares of the Company at the purchase price referred to above at any time prior to the expiration date. Although the related convertible debt was paid off in 2011, the warrants are still exercisable and were repriced to $1.00 per the termination agreement.

 

NOTE 8– SEGMENT REPORTING AND CONCENTRATION OF RISK

 

Financial information regarding the operating segments was as follows:

 

		Three Months Ended June 30, 2012
			Mining Exploration				Oil & Gas				Total
Revenues		$	-			$	27,041			$	27,041
Exploration expense			(108,476	)			(7,878	)			(116,354	)
Unallocated operating expenses			-				-				(617,773	)
Gain (loss) from operations		$	(108,476	)		$	(19,163	)		$	(707,086	)
Assets		$	6,588,022			$	689,519			$	7,277,541
Unallocated Assets											2,150,396
Total Assets										$	9,427,937

 

 

		Three Months Ended June 30, 2011
			Mining Exploration				Oil & Gas				Total
Revenues		$	-			$	41,845			$	41,845
Exploration expense			(143,895	)			(20,097	)			(163,992	)
Unallocated operating expenses			-								(710,251	)
Gain (loss) from operations		$	-			$	105,094			$	(832,398	)
Assets		$	6,357,000			$	726,728			$	7,083,728
Unallocated Assets											9,150,298
Total Assets										$	16,234,026

 

 

		Six Months Ended June 30, 2012
			Mining Exploration				Oil & Gas				Total
Revenues		$	-			$	41,640			$	41,640
Exploration expense			(306,360	)			(28,130	)			(334,490	)
Loss on impairment of oil & gas property			-				(41,250	)			(41,250	)
Unallocated operating expenses			-				-				(884,243	)
Gain (loss) from operations		$	(306,360	)		$	27,740			$	(1,218,343	)
Assets		$	6,588,022			$	689,519			$	7,277,541
Unallocated Assets											2,150,396
Total Assets										$	9,427,937

 

		Six Months Ended June 30, 2011
			Mining Exploration				Oil & Gas				Total
Revenues		$	-			$	69,117			$	69,117
Exploration expense			-				(174,211	)			(174,211	)
Unallocated operating expenses			-				-				(1,307,252	)
Gain (loss) from operations		$	-			$	105,094			$	(1,412,346	)
Assets		$	6,357,000			$	726,728			$	7,083,728
Unallocated Assets											9,150,298
Total Assets										$	16,234,026

 

The Company’s customers are principally in the United States.

 

NOTE 9 – DISCONTINUED OPERATIONS

 

During the year ended December 31, 2011, with the exception of the Reliaject product, the Company has sold or otherwise disposed of the remainder of its pharmaceutical and skincare assets which has continued to reduce expenses associated with the biomedical lines of business.

 

The following table details selected financial information included in the income from discontinued operations in the consolidated statements of operations:

 

		Six Months Ended
		June 30, 2012				June 30, 2011
Royalties and licensing		$	86,077			$	632,785
Cost of sales			-				(246,018	)
Research and development			-				(60,568	)
Income from discontinued operations		$	86,077			$	326,199

 

 

		Three Months Ended
		June 30, 2012				June 30, 2011
Royalties and licensing		$	43,039			$	287,635
Cost of sales			-				(110,068	)
Research and development			-				(30,000	)
Income from discontinued operations		$	43,039			$	147,567

 

The income from discontinued operations for all periods is attributable to the non-controlling interest.

 

NOTE 10 – COMMITMENTS AND CONTINGENCIES

 

Claims against the Company

 

In the fall of 2010 Miller Tabak & Company, a New York based investment banking firm, filed a breach of contract action against us in New York Supreme Court seeking an amount of approximately $360,000 for alleged non-payment of a commission. We do not believe the claim has any merit and intend to defend the claim vigorously, it is however possible that a settlement will be reached between the Company and Miller Tabak in a range of $0 to $360,000. No amount has been accrued at June 30, 2012 relating to this claim.

 

NOTE 11 – RELATED PARTY

Mr. Anthony Williams, a Director of the Company, has been a partner of the law firm DLA Piper US, LLP since November 2009. DLA Piper has rendered legal services to the Company, for the three and six months ended June 30, 2012 and 2011 legal fees paid to DLA Piper US, LLP totaled $0 and $5,514 and $0 and $110,385, respectively.

 

Wesley Holland, one or our directors, provides certain consulting services to us in connection with developing and marketing our life science technologies and products. The Company has paid Dr. Holland a total of approximately $4,500 and $30,000 for the three months ended June 30, 2012 and 2011 and $9,000 and $60,000 for the six months ended June 30, 2012 and 2011, respectively.

 

Mr. Ryan, Mr. Crosby and Mr. Holland are Directors of Silver Scott Mines, Inc. In addition, Mr. Ryan and Mr. Crosby are Directors of Shoshone Silver/Gold Mines, Inc and Mineral Mountain Mining and Milling Co. Also, Mr. Ryan is a Director of Consolidated Goldfields. At June 30, 2012, the Company has investments in shares of common stock in these companies.

 

In August 2011, the Company loaned $5,500 to Big Bear Mining Co which has directors in common with the Company.

 

On April 16, 2012 the Company sold mining equipment for cash at its carrying value of $576,500 to ABM Mining Company (“ABM”); no gain was recognized on the sale. This transaction is considered related party as the Company and ABM have directors in common.

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “would,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. The risk factors described in the Company’s Form 10-K for the fiscal year ended December 31, 2011 provide examples of risks, uncertainties and events that may cause the Company’s actual results to differ materially from the expectations described in its forward-looking statements. The Company assumes no obligation to correct or update any forward-looking statements which may prove to be inaccurate, whether as a result of new information, future events or otherwise, except as may be required by law.

 

Overview

 

Historically, Independence Resources PLC (the “Company”) had been focused on the skincare and pharmaceutical businesses. In March 2010, after an extensive review by our Board of Directors and our outside advisors, our Board elected to change our overall direction from these sectors to the natural resources sector. Our Board realized that the business prospects of the existing portfolio of assets were not capable of generating sufficient revenue, and we had insufficient cash on hand to reach significant revenue generation from any of the product lines in our portfolio. We elected to pursue additional opportunities in the resources sector because this sector has experienced significant growth and investor interest in the past few years and our Board believes the resources sector has continued growth prospects and significant opportunities. During 2011 we continued the transition from a biomedical company to one focused on natural resources. The Company terminated its participation in the secured notes related to the Relief Canyon Mine and in the process it eliminated the convertible debt associated with that acquisition leaving the Company debt free. With the exception of the Reliaject product the Company has sold or otherwise disposed of the remainder of its biomedical assets which has continued to reduce expenses associated with the biomedical lines of business. We made significant progress during the 2011 work season at our Iron Creek Project by conducting a number of geophysical surveys which have identified the existing known zones of mineralization. As a result, we believe we have discovered additional extensions to the known zones as well as possibly identified several new zones of mineralization. We plan on undertaking a drilling program to verify these results for the 2012 work season.

 

The Company has negotiated an agreement to acquire a sand and gravel lease covering prospective properties located on the Chippewa Indian Reservation (Turtle Mountain Band) in North Dakota. The Company believes that certain of the sands may have applications as fracturing proppant sands (“frac sands”). The Company believes there are ready markets for such frac sands, as well as conventional sand and gravel markets, in Western North Dakota and Eastern Montana in the rapidly developing Bakken oil fields. The terms of the deal required the Company to pay a $200,000 initial payment while the Company undertakes due diligence on the frac sand potential, as well as on the overall sand and gravel potential of the property. This payment was made in April 2012. Upon successful conclusion of due diligence and initiation of production from any of the properties covered under the sand and gravel lease, the Company would issue 3,000,000 shares of its common stock, make an additional $250,000 cash payment, as well as grant a royalty interest to the current owner of the sand lease. Approximately $50,000 have been spent on sampling and testing to as of June 30, 2012, although some of the sands are close to frac sand quality, they do not quite meet the standards. However, the Company still has an option to acquire the sand and gravel rights for conventional uses. Our intent is to send a civil engineer to the site in September to appraise the sand and gravel possibilities and prospective markets.

 

For detailed financial information, please consult our financial statements included in this Report.

 

Unless the context otherwise requires, throughout this report, the words “Independence,” “the Company,” “we,” “us,” and “our” mean Independence Resources PLC and its consolidated subsidiaries. All amounts in this report are in U.S. Dollars, unless otherwise indicated.

 

Mineral Property Operations

 

In March 2011, we acquired 100% ownership of Iron Eagle Acquisitions, Inc (“Iron Eagle”) by issuing 8,150,000 ordinary shares valued at $0.78 or a total value of $6,357,000. As a result of the acquisition, Iron Eagle became our wholly-owned subsidiary. The acquisition agreement, dated March 16, 2011, was with Iron Eagle and its two shareholders, namely Chester Mining Company, an Idaho Corporation (“CHMN”), and Brush Prairie Minerals, Inc., a Delaware corporation (“BPMI”) (collectively the “Shareholders”). At closing, which was held on March 17, 2011, we issued 5,500,000 shares of common stock to BPMT and 2,650,000 shares to CHMN, and John Ryan, our CEO and a director, was appointed as the sole director and officer Iron Eagle. Also at closing CHMN appointed Mr. Ryan and Howard Crosby, our President, Chief Financial Officer, and a director, as directors of CHMN. BPMI appointed Messrs. Ryan and Crosby as directors of BPMI. William L. Campbell is the CEO of CHMN and BPMI and a principal shareholder of both entities. As a result of the transaction, control of the Company changed to Mr. Campbell.

Iron Eagle owns two mineral projects, one in Idaho known as the Iron Creek project and one in California known as the Gray Eagle Copper Mine.

 

Iron Creek Project, Salmon, Idaho

 

The Iron Creek Project consists of seven patented mining claims of approximately 118 acres in Lemhi County, and 187 unpatented mining claims and located about 26 miles southwest of the town of Salmon, Idaho.

 

Past work by previous operators has identified several mineralized zones of copper and cobalt, and numerous other exploration targets on the property that have not as yet been evaluated. However, extensive drilling, sampling, and geologic work have been done on two of the most advanced areas. In these areas, previous operators calculated tonnages and grades (which are non-43-101 compliant) contained in an area called the “No Name Zone”.

 

The first mineral resource of interest referenced in the literature is an underground target described by Noranda Exploration in a 1980 report as “two distinct lenses of cobalt mineralization”. The first lens was called a “reserve” and was estimated to contain 1,050,000 tons grading 0.61% cobalt and 0.3% copper and having a strike length of about 750 feet. A second lens of high-grade cobalt mineralization occurs to the northwest, and again is described as a “reserve”. This lens extends for 600 feet of strike length, is deeper than the first lens, and averages about 0.48% cobalt and 0.24% copper. The authors estimated this resource to be around 229,000 tons.

 

The second area of major interest, also in the "No Name Zone" is described by Centurion Minerals in a 1988 report as containing at least 10,000,000 tons of open pit resources grading 2% copper equivalent grade (accounting for the cobalt as a by-product). This number was based on over 20 diamond drill holes along approximately 5,000 feet of strike length and over 200 feet of width, at an average spacing of around 200 feet. The author of the report concluded that these resources could be classified as “possible” reserves (under a S.E.C. classification) and recommended an additional 30 holes be drilled to reduce the drill spacing to something less than 200 feet. Significantly more infill drilling will be required to upgrade and verify this mineral resource, and this drilling will be guided by the work done at the project during the summer and fall of 2011.

 

Based on these reports and our own internal evaluations, in order to expand the land package and cover more of the potential targets on the property, we acquired by staking an additional 187 unpatented mining claims in and around the seven patented claims.

 

Additionally, we obtained permits from the Forest Service to undertake sampling, induced polarization, magnetic surveys, and geologic mapping on the ground. These activities were undertaken during the field season of 2011. These activities confirmed the mineral zones as outlined in historic reports and identified several potential new zones of mineralization that were previously not recognized.

 

We are currently filing a drill plan and requesting permits from the Forest Service to allow a drill program on the project to begin the summer of 2012 to confirm the resources that were previously identified, and also to target some new possible mineral resources which are indicated by the work we have completed so far.

 

Gray Eagle Copper Mine, Happy Camp, California

 

The Gray Eagle Copper Mine (“Gray Eagle”) is a past producer of significant amounts of both copper and gold. The property consists of approximately 294 acres of patented mining claims and 42 unpatented mining claims in Siskiyou County, the northernmost county of the State of California. Major production of valuable metals occurred during two different periods at Gray Eagle. Newmont Mining produced significant copper at the property in the 1940’s and Noranda Mining produced significant gold at the property in the 1980’s.

 

In the early 1990’s, a feasibility study was completed by Siskon Corporation which was reviewed by a major U.S. based mineral consulting firm which concluded that a mineral resource of just over 1.1 million tons of ore grading 2.59% copper and .027 ounces per ton gold using a 3.3 to 1 strip ratio, a copper cutoff grade of 1%, and recovery factors of 90% on copper and 30% on gold. We intend to confirm this resource and undertake additional drilling to further refine the mineral resources which have been identified by past work at this project, and to explore for undiscovered possible deposits in the area.

 

Based upon our internal evaluations we elected to acquire by staking an additional 42 unpatented claims. During the upcoming months we plan on obtaining the needed permits to undertake sampling and geophysical surveys on the property. We had planned on beginning these geologic activities in the spring of 2012 as weather and ground conditions allowed, but have delayed the commencement of the activities. Once we have the results from this testing, these results will aid the Company in designing a drill program which we intend to undertake in the fall of 2012 field and season of 2013. All of these activities are dependent on raising additional capital in order to undertake this work.

 

The Gray Eagle Mine has been subject to an EPA clean up action in the past. According to publicly available EPA documents, the EPA has expended about $3 million in response costs cleaning up old mining tailings. The Company understands that several companies have been identified as potential responsible parties for this clean up. The Company has not to date received any communication from the EPA with respect to recovery of these costs or any environmental issues that may be present at the Gray Eagle property.

 

East Mullan Claims

 

The East Mullan Claims consist of fifteen unpatented mining claims, three of which are very proximate to the east of the Lucky Friday/Gold Hunter Mine complex in Shoshone County, Idaho. The remainder of the claims are located on a down dip possible extension of the historic Snowstorm Mine. These claims were purchased during the first quarter of 2012 from Consolidated Goldfields for $60,000 in cash. This transaction is considered related party as the Company and Consolidated Goldfields have directors in common.

 

Oil and Gas Operations

 

South Fork II Prospect, Clinton County Kentucky

 

On January 6, 2011, the Company entered into a Joint Venture Agreement with Ameratex Securities, in which the Company purchased a 4.5% working interest and 3% net revenue interest in three oil wells located in Clinton County, Kentucky for $41,250. The Company is receiving a small royalty from this project and plans no further investment in these wells. Management has determined that this oil and gas project is not material to the current business of the Company.

 

Working Interest, Dawson County, Texas

 

In May 2010, we entered into a participation agreement (the “SDX Participation Agreement”) with SDX Resources, Inc (“SDX”) pursuant to which we purchased a 15% working interest in certain oil and gas leases located in Dawson County, Texas (“Subject Leases”) of which SDX is the lessee of record, for $108,397. Under the SDX Participation Agreement, we will pay 20% of the actual cost to casing point of the initial test well, and, if necessary, the cost to plug and abandon it as a dry hole. Additionally, we will pay 17.647059% of the actual cost to casing point of the second test well, and, if necessary, the cost to plug and abandon it as a dry hole. Both of these test wells were successful and have been put into production.

 

We are now receiving income on a quarterly basis from the two wells that we participated in. We plan no further investment in this project in the near term. The Company has received estimates from SDX that the cost of plugging these wells will be approximately $17,000 to $25,000 per well. SDX does not expect this plugging to happen for several years, possibly as long as twenty years. At this time the Company will be responsible for its pro rata share of the plugging costs.

 

Management has determined that this oil and gas project is not material to the current business of the Company.

 

Overview of Operating Results/Results of Operations

 

Revenues for the three months ended June 30, 2012 totaled $27,041 compared to revenues of $41,845 for the three months ended June 30, 2011.

 

Operating expenses for the three months ended June 30, 2012 of $734,127 decreased 16% as compared to the operating expenses of $874,243 for the three months ended June 30, 2011, primarily due to a decrease in both administration and sales expense and exploration expense.

 

Net loss attributable to the Company for the three months ended June 30, 2012 was $658,604 as compared to a net loss of $1,393,594 for the three months ended June 30, 2011. The decrease in net loss is primarily due to the change in the fair value of the option liability and a decrease in interest expense, offset by a loss on disposal of the Denmark subsidiary.

 

Revenues for the six months ended June 30, 2012 totaled $41,640 compared to revenues of $69,117 for the six months ended June 30, 2011.

 

Operating expenses for the six months ended June 30, 2012 of $1,259,983 decreased 15% as compared to the operating expenses of $1,481,463 for the six months ended June 30, 2011, primarily due to a decrease in salaries, offset by an increase in exploration expense.

 

Net loss attributable to the Company for the six months ended June 30, 2012 was $1,126,122 as compared to a net loss of $2,004,062 for the six months ended June 30, 2011. The decrease in net loss is primarily due to decrease in salaries.

 

Administrative, sales and marketing expenses of the Company in comparable form are shown below by major categories of expense.

 

		Three Months Ended June 30,
		2012				2011
Expense Category
Payroll, benefits and consulting		$	354,000			$	263,000
Stock-based compensation expense			-				71,000
Advertising and marketing			-				-
Legal and other professional fees			97,000				235,000
Travel and related			24,000				43,000
Rent and office expenses			18,000				20,000
Insurance-liability			69,000				-
Depreciation and other non-cash expenses			3,000				-
Other			53,000				78,000
Total		$	618,000			$	710,000

 

		Six Months Ended June 30,
		2012				2011
Expense Category
Payroll, benefits and consulting		$	564,000			$	435,000
Stock-based compensation expense			-				162,000
Advertising and marketing			(20,000	)			20,000
Legal and other professional fees			131,000				413,000
Travel and related			55,000				88,000
Rent and office expenses			24,000				62,000
Insurance-liability			68,000				-
Depreciation and other non-cash expenses			5,000				-
Other			57,000				127,000
Total		$	884,000			$	1,307,000

 

For the three months ended June 30, 2012, administration, sales and marketing expenses decreased 13%, primarily due to a decrease in, stock based compensation and legal and professional fees offset by an increase in insurance.

 

For the six months ended June 30, 2012, administration, sales and marketing expenses decreased 32%, primarily due to a decrease in travel, stock based compensation and legal and professional fees offset by an increase in insurance.

 

Discontinued Operations

 

During the year ended December 31, 2011, with the exception of the Reliaject product, the Company has sold or otherwise disposed of the remainder of its pharmaceutical and skincare assets which has continued to reduce expenses associated with the biomedical lines of business. Income from discontinued operations for the three and six month periods ended June 30, 2012 decreased 71% and 74%, respectively, as compared to the three and six month periods ended June 30, 2011.

 

Liquidity and Capital Resources

 

As of June 30, 2012, the Company’s principal sources of liquidity included cash and cash equivalents resulting from the Company’s financing activities. Management believes its cash and cash equivalents and cash expected to be generated by its business and financing activities will be sufficient to meet its working capital needs for at least the next twelve months. Should the Company be faced with currently unanticipated significant cash requirements, the Company’s present capital resources might be inadequate to fund its capital needs. Additionally, if the Company were to engage in a business combination transaction, its current cash position could be adversely impacted and its need for additional financing accelerated, although the impact of any such transaction cannot be evaluated at this time.

 

Net cash used by operating activities totaled $1,411,260 for the six months ended June 30, 2012 compared to net cash used by operating activities of $1,007,558 for the six months ended June 30, 2011. The increase is primarily due to a decrease in net loss adjusted for non-cash items and accounts payable. The Company expects to continue to use cash in operating activities and investments for the remainder of 2012.

 

Net cash provided by investing activities totaled $166,646 for the six months ended June 30, 2012 compared to net cash used by investing activities of $288,391 for the six months ended June 30, 2011. The change is primarily due to proceeds from the sale of equipment.

 

Net cash provided by financing activities totaled $0 for the six months ended June 30, 2012 compared to $514,400 for the six months ended June 30, 2011. The 2011 activity is from sale of common stock.

 

Cash and cash equivalents decreased to $277,175 at June 30, 2012, from $1,520,321 at December 31, 2011.

 

Critical Accounting Policies and Estimates

 

Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon its condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles for interim period financial reports. Management reviews the accounting policies used in reporting Independence’s financial results on a regular basis. The preparation of these condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, the Company evaluates processes used to develop estimates, including those related to the allowance for doubtful accounts, sales reserves, depreciation and amortization, contingencies, deferred tax assets, and other assets. Estimates are based on historical experience, expectations of future results, and on various other assumptions that are believed to be reasonable for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates due to actual outcomes being different from those on which assumptions were based. Management, on an ongoing basis, reviews these estimates and judgments. Independence’s Board of Directors reviews any changes in the Company’s methodology for arriving at its estimates, and discusses the appropriateness of any such changes with management and its independent auditors on a quarterly basis.

 

Refer to Item 7 of Independence’s Annual Report on Form 10-K for the year ended December 31, 2011, for information pertaining to its critical accounting policies, which include the following:

 

·

Revenue recognition;

 

·

Impairment of long-lived assets, including other intangible assets;

 

·

Income taxes;

 

·

Stock-based compensation;

 

There have been no changes to Independence’s critical accounting policies since December 31, 2011, the date of its last audited financial statements.

 

Interest Income and Expense

 

Interest income for the three month period ended June 30, 2012 has decreased $18,974 as compared to the same period in the prior year due primarily to the impairment of a note receivable in the previous year. Interest expense for the three and six month period ended June 30, 2012 has decreased $123,286, as compared to the same periods in the prior year.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for smaller reporting companies.

 

Item 4. CONTROLS AND PROCEDURES

 

The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

Item 4. MINE SAFETY DISCLOSURES

 

There are no reportable events required pursuant to this item.

 

Item 6. EXHIBITS

 

(a) Exhibits

 

10.1	Jeff Lambert Employment Agreement Effective April 1, 2012
10.2	Steve Ivie Employment Agreement Effective April 1, 2012
10.3	Grant, Bargain, and Sale Deed Dated April 23, 2012
31.01	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.02	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.01	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.02	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document(1)
101.SCH	XBRL Taxonomy Extension Schema Document(1)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document(1)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document(1)
101.LAB	XBRL Taxonomy Extension Label Linkbase Document(1)
101. PRE	XBRL Taxonomy Extension Presentation Linkbase Document(1)

 

(1)

XBRL Interactive Data files with detailed tagging will be filed by amendment to this Quarterly Report on Form 10-Q within 30 days of the filing date of this Quarterly Report on Form 10-Q, as permitted by Rule 405(a)(2) of Regulation S-T.

 

 

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.

 

	INDEPENDENCE RESOURCES PLC
	(Registrant)
Date: August 20, 2012	By:	/s/ John P. Ryan
		John P. Ryan
		Chief Executive Officer
		(Principal Executive Officer)
Date: August 20, 2012	By:	/s/ Donna Miller
		Donna Miller
		Chief Financial Officer
		(Principal Financial and Accounting Officer)