Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE
ACT OF 1934
For the quarter period ended April 30, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE
ACT OF 1934
For the transition period form ____________ to ____________
Commission File number 333-145879
SIGA RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada 74-3207964
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1002 Ermine Court, South Lake Tahoe, California, 96150
(Address of principal executive offices)
(530) 577-4141
(Registrant's telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of "large accelerated filer", "accelerated filer" and "small
reporting company" Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a small 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]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PROCEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 after the distribution of securities subsequent to the
distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: May 31, 2012: 45,025,000 common
shares
INDEX
Page Number
-----------
PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements (unaudited) 3
Balance Sheet as at April 30, 2012 and July 31, 2011 4
Statements of Operations
For the three and nine months ended April 30, 2012 and 2011
and for the period January 18, 2007 (Date of Inception) to
April 30, 2012 5
Statements of Cash Flows
For the nine months ended April 30, 2012 and 2011 and for
the period January 18, 2007 (Date of Inception) to April 30, 2012 6
Notes to the Financial Statements. 7
ITEM 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operations 13
ITEM 3. Quantitative and Qualitative Disclosure about Market Risk 17
ITEM 4. Controls and Procedures 18
ITEM 4T. Controls and Procedures 20
PART 11. OTHER INFORMATION
ITEM 1. Legal Proceedings 20
ITEM 1A. Risk Factors 20
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 24
ITEM 3. Defaults Upon Senior Securities 24
ITEM 4. Submission of Matters to a Vote of Security Holders 24
ITEM 5. Other Information 24
ITEM 6. Exhibits 24
SIGNATURES 26
2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of Siga Resources, Inc. (an exploration stage
company) at April 30, 2012 (with comparative figures as at July 31, 2011) and
the statements of operations for the three and nine months ended April 30,
2012and 2011 and for the period from January 18, 2007 (date of inception) to
April 30, 2012 and the statements of cash flows for the nine months ended April
30, 2012 and 2011 and for the period from January 18, 2007 (date of inception)
to April 30, 2012 have been prepared by the Company's management in conformity
with accounting principles generally accepted in the United States of America.
In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
Operating results for the three and nine months ended April 30, 2012 are not
necessarily indicative of the results that can be expected for the year ending
July 31, 2012.
3
SIGA RESOURCES, INC.
(Exploration Stage Company)
BALANCE SHEETS
Unaudited
April 30, 2012 July 31, 2011
-------------- -------------
ASSETS
CURRENT ASSETS
Cash $ 3,926 $ 12,940
Prepaid expenses 1,000 --
---------- ----------
TOTAL CURRENT ASSETS 4,926 12,940
---------- ----------
TOTAL ASSETS $ 4,926 $ 12,940
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Accounts payable $ 170,695 $ 102,494
Due to related parties 24,000 18,035
---------- ----------
TOTAL CURRENT LIABILITIES 194,695 120,529
---------- ----------
STOCKHOLDERS' DEFICIENCY
Common stock
500,000,000 shares authorized, at $0.001 par value;
45,025,000 shares issued and outstanding as of April 30, 2012
and July 31, 2011 (Note 5) 45,025 45,025
Capital in excess of par value 197,325 197,325
Share Subscriptions received 20,000 20,000
Deficit accumulated during the exploration stage (452,119) (369,939)
---------- ----------
Total Stockholders' Deficiency (189,769) (35,204)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 4,926 $ 12,940
========== ==========
The accompanying notes are an integral part of
these unaudited financial statements
4
SIGA RESOURCES, INC.
(Exploration Stage Company)
STATEMENTS OF OPERATIONS
For the three and nine months ended April 30, 2012 and 2011 and for
the period from January 18, 2007 (date of inception) to April 30, 2012
(Unaudited)
January 18, 2007
Three months ended Nine months ended (inception) to
April 30, April 30, April 30, April 30, April 30,
2012 2011 2012 2011 2012
------------ ------------ ------------ ------------ ------------
EXPENSES
Exploration costs (Note 3) $ -- $ 10,331 $ -- $ 10,331 $ 15,331
Net loss from unconsolidated
equity method investment -- -- -- -- 51,734
General & administrative 15,401 37,605 82,180 146,578 385,054
------------ ------------ ------------ ------------ ------------
NET LOSS $ 15,401 $ 47,936 $ 82,180 $ 156,909 $ 452,119
============ ============ ============ ============ ============
NET LOSS PER COMMON SHARE
Basic and diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00
============ ============ ============ ============
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted 45,025,000 43,985,000 45,025,000 43,905,879
============ ============ ============ ============
The accompanying notes are an integral part of
these unaudited financial statements
5
SIGA RESOURCES, INC.
(Exploration Stage Company)
STATEMENTS OF CASH FLOWS
For the nine months ended April 30, 2012 and 2011 and for the period
from January 18, 2007 (date of inception) to April 30, 2012
(Unaudited)
Nine months Nine months January 18, 2007
ended ended (inception) to
April 30, April 30, April 30,
2012 2011 2012
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (82,180) $ (156,908) $ (452,119)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Impairment loss on mineral claims 5,000
Net loss on equity method investment -- -- 51,734
Stock issued for consulting services -- 90,000 90,000
Capital contributions - non-cash expenses -- -- 56,550
Changes in operating assets and liabilities:
Change in prepaid expenses (1,000) -- (1,000)
Changes in accounts payable 68,201 2,660 170,695
---------- ---------- ----------
Net Cash (Used in) Operating Activities (14,979) (64,249) (79,140)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Mining Leases -- (51,734) (56,734)
---------- ---------- ----------
Net Cash (Used in) Investing -- (51,734) (56,734)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Share subscriptions received -- -- 20,000
Due to related parties 5,965 40,000 24,000
Proceeds from issuance of common stock -- 89,900 95,800
---------- ---------- ----------
Net Cash Provided by Financing 5,965 129,900 139,800
---------- ---------- ----------
Net (Decrease) Increase in Cash (9,014) 13,917 3,926
Cash at Beginning of Period 12,940 -- --
---------- ---------- ----------
CASH AT END OF PERIOD $ 3,926 $ 13,917 $ 3,926
========== ========== ==========
SUPPLEMENTAL DISCLOSURE OF NONCASH
FINANCING ACTIVITIES:
Investment in Joint Venture $ -- $ -- $ (51,734)
========== ========== ==========
Stock issued for consulting services $ -- $ 90,000 $ 90,000
========== ========== ==========
Capital contributions - non-cash expenses $ -- $ -- $ 56,550
========== ========== ==========
The accompanying notes are an integral part of
these unaudited financial statements
6
SIGA RESOURCES, INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 30, 2012
(Unaudited)
1. ORGANIZATION
The Company, Siga Resources Inc., was incorporated under the laws of the State
of Nevada on January 18, 2007 with the authorized capital stock of 300,000,000
shares at $0.001 par value. On April 30, 2008, the Secretary of State for Nevada
approved an amendment to the Articles of Incorporation where the total number of
shares of common stock was increased to 500,000,000 shares of common stock with
a par value of $0.001 per share.
The Company was organized for the purpose of acquiring and developing mineral
properties. At the report date mineral claims, with unknown reserves, had been
acquired. The Company has not established the existence of a commercially
minable ore deposit and is in the exploration stage.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Basic and Diluted Net Income (loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common and
common equivalent shares outstanding as if shares had been issued on the
exercise of the common share rights unless the exercise becomes anti-dilutive
and then the basic and diluted per share amounts are the same.
Evaluation of Long-Lived Assets
The Company periodically reviews its long term assets and makes adjustments, if
the carrying value exceeds fair value.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to be reversed. An allowance
against deferred tax assets is recorded, when it is more likely than not, that
such tax benefits will not be realized.
7
SIGA RESOURCES, INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 30, 2012
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Income Taxes - continued
On April 30, 2012 the Company had a net operating loss carry forward of $452,119
for income tax purposes. The tax benefit of approximately $153,000 from the loss
carry forward has been fully offset by a valuation reserve because the future
tax benefit is undeterminable since the Company is unable to establish a
predictable projection of operating profits for future years. Losses will begin
to expire in 2027.
Foreign Currency Translations
Part of the transactions of the Company were completed in Canadian dollars and
have been translated to US dollars as incurred, at the exchange rate in effect
at the time, and therefore, no gain or loss from the translation is recognized.
The functional currency is considered to be US dollars.
Revenue Recognition
Revenue is recognized on the sale and delivery of a product or the completion of
a service provided.
Advertising and Market Development
The company expenses advertising and market development costs as incurred.
Financial Instruments
The carrying amounts of financial instruments are considered by management to be
their fair value due to their short term maturities.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with general accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
Impairment of Long-lived Assets
The Company reviews and evaluates long-lived assets for impairment when events
or changes in circumstances indicate that the related carrying amounts may not
be recoverable. The assets are subject to impairment consideration under ASC
360-10-35-17 if events or circumstances indicate that their carrying amounts
might not be recoverable. When the Company determines that an impairment
analysis should be done, the analysis will be performed using rules of ASC
930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or
Disposal of Long-Lived Assets.
8
SIGA RESOURCES, INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 30, 2012
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Mineral Property Acquisition Costs
Mineral property acquisition costs are initially capitalized when incurred.
These costs are then assessed for impairment when factors are present to
indicate the carrying costs may not be recoverable. Mineral exploration costs
are expensed when incurred.
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents.
Environmental Requirements
At the report date environmental requirements related to the mineral claim
acquired are unknown and therefore any estimate of any future cost cannot be
made.
Reclassifications
Certain prior period amounts have been reclassified to conform to current period
presentation.
Recent Accounting Pronouncements
The Company does not expect that the adoption of recent accounting
pronouncements will have a material impact on its financial statements.
9
SIGA RESOURCES, INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 30, 2012
(Unaudited)
3. ACQUISITION OF MINERAL CLAIM
On March 11, 2007, the Company acquired the Valolo Gold Claim located in the
Republic of Fiji for the consideration of $5,000 including a geological report.
The Valolo Gold Claim is located 10 miles east of the town of Korovou, Fiji.
Under Fijian law, the claim remains in good standing as long as the Company has
an interest in it. There is no annual maintenance fee or minimum exploration
work required on the Claim. The acquisition costs have been impaired and
expensed because there has been no exploration activity nor has there been any
reserve established and we cannot currently project any future cash flows or
salvage value for the coming year and the acquisition costs might not be
recoverable.
4. INVESTMENT IN JOINT VENTURE
On January 16, 2011, the Company entered into a Property and Royalty Agreement
with Peter Osha whereby the Company would have acquired Peter Osha's Lucky
Thirteen Placer Mining Property near Hope, British Columbia, Canada in exchange
for $1.5 million Canadian plus a 3% net smelter royalty. Payments on the
property are due as follows:
By or before January 15, 2011 * $ 10,000
By or before April 15, 2011 * 40,000
By or before July 15, 2011 ** 50,000
By or before January 15, 2012 *** 100,000
By or before July 15, 2012 100,000
By or before January 15, 2013 150,000
By or before July 15, 2013 150,000
By or before January 15, 2014 200,000
By or before July 15, 2014 200,000
By or before January 15, 2015 250,000
By or before July 15, 2015 250,000
----------
Total $1,500,000
==========
----------
* Paid by the Company
** Paid by Lucky 13 Mining Company Ltd.
*** Extended through amendment to April 15, 2012. Payment has not been made.
On May 12, 2011, the Company entered into a joint venture agreement with Big
Rock Resources Inc. whereby, the Company transferred its interest (and related
payments due) in the Lucky Thirteen Mining Property to Lucky 13 Mining Company
Ltd. This transfer provided the Company with a 50% ownership interest in Lucky
13 Mining Company Ltd. Per the joint venture agreement; Big Rock Resources Inc.
had agreed to fund Lucky 13 Mining Company Ltd. to provide financing for
exploration and for its mineral lease payments.
However, after the work program was completed, Big Rock withdrew from the joint
venture, and on March 1, 2012, the Company and Big Rock Resources, Inc. signed a
mutual release to cancel the Joint Venture.
10
SIGA RESOURCES, INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 30, 2012
(Unaudited)
4. INVESTMENT IN JOINT VENTURE (CONTINUED)
As indicated above, the Company transferred its interests in the Mining Claims
to the Joint Venture with a cost basis of $51,734. The Company accounts for this
Joint Venture using the equity method. For the time period May 12, 2011 to April
30, 2012, the joint venture reported a net loss of approximately $330,000.
Accordingly, the Company has recorded its share of those losses, but only up to
the cost of its investment.
The Company will attempt to keep its interests in the mining claims by seeking
other sources of financing and by negotiations as necessary with the claim
owner.
5. LETTER OF INTENT
On March 6th, 2012, the Company entered a letter of intent Agreement with
American Hill Aggregates Ltd. for the purchase of American Hill's property which
partially overlies the Lucky Thirteen Placer Mining claim. American Hill owns
rights to the gravel on both areas.
The agreement provides for a purchase price of $1.4 million USD, 250,000 shares
of Siga restricted stock, and grants the greater of a 10% or $1.00 per cubic
yard revenue sharing FOB the property of any aggregates sold. This transaction
has not closed as of the filing date of these financial statements (see
subsequent events below).
6. ADVANCES
During the nine months ended April 30, 2012, the Company received advances of
$76,000 from a third party. These advances are non-interest bearing and payable
on demand.
7. RELATED PARTY TRANSACTIONS
On November 15, 2010, 200,000 shares of common stock were issued to the
directors under the terms and conditions of their consulting agreements.
Per management agreements, the two officers-directors of the Company are to
receive $1,500 per month, each, for management fees (beginning August 1, 2011).
As of April 30, 2012 $24,000 was due to the Company's officers-directors, under
these agreements.
11
SIGA RESOURCES, INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 30, 2012
(Unaudited)
8. COMMON STOCK
On July 11, 2007, the Company completed a private placement consisting of
26,250,000 post split common shares sold to directors and officers for a total
consideration of $750. On July 31, 2007, the Company completed a private
placement of 17,535,000 post split common shares for a total consideration of
$25,050. On January 16, 2008, the directors of the Company approved a resolution
to forward split the common shares of the Company based on a 35 new shares for
each old share held by the shareholders ("Forward Split"). As a result of the
Forward Split the common shares increased from 1,251,000 common shares with a
par value of $0.001 per share to 43,785,000 common shares with a par value of
$0.001 per share. All share references in these financial statements have been
retroactively adjusted for this Forward Split.
As noted above in Footnote 5, the Company issued 200,000 shares to the directors
as per their consulting agreements. These shares were valued at $90,000, which
was the quoted price of the Company's stock on the agreement date of September
9, 2010. These shares were issued on November 15, 2010.
On July 28, 2011, the Company completed a private placement consisting of
1,000,000 shares for a total consideration of $60,000 and 40,000 shares for a
total consideration of $10,000. The Company has also received $20,000 for a
share subscription, for which the Company will issue 80,000 shares.
9. GOING CONCERN
The Company will need additional working capital to service its debt and to
develop the mineral claims acquired, which raises substantial doubt about its
ability to continue as a going concern. Continuation of the Company as a going
concern is dependent upon obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding, and long term
financing, which will enable the Company to operate for the coming year.
10. SUBSEQUENT EVENTS:
On July 12, 2012 American Hill Aggregates issued the company a default notice on
its LOI dated March 6, 2012, as SIGA was unable to tender the funds due under
the Letter of Intent by May 15, 2012 (as agreed to by both parties).
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CORPORATE ORGANIZATION AND HISTORY WITHIN THE LAST THREE YEARS
We were incorporated under the laws of the State of Nevada on January 18, 2007
under the name Siga Resources Inc. We do not have any subsidiaries or affiliated
companies. We have one joint venture project on the Lucky Thirteen Claim.
We have not been involved in any bankruptcy, receivership or similar proceedings
since inception nor have we been party to a reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business. We have no intention of entering into a corporate
merger or acquisition.
BUSINESS DEVELOPMENT SINCE INCEPTION
There is no historical financial information about us upon which to base an
evaluation of our performance as an exploration corporation. We are an
exploration stage company and have not generated any revenues from our
exploration activities. Further, we have not generated any revenues since our
formation on January 18, 2007. We cannot guarantee we will be successful in our
exploration activities. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our properties, and possible cost overruns
due to price and cost increases in services.
To become profitable and competitive, we must invest in the exploration of the
Lucky Thirteen Claim before we can start production of any minerals we may find.
We must obtain equity or debt financing to provide the capital required to fully
implement our phased exploration program. We have no assurance that financing
will be available to us on acceptable terms. If financing is not available on
satisfactory terms, we will be unable to commence, continue, develop or expand
our exploration activities. Even if available, equity financing could result in
additional dilution to existing shareholders.
Our auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we begin removing and selling minerals. Accordingly, we must
raise cash from sources other than the sale of minerals found on the Lucky
Thirteen Claim. That cash must be raised from other sources. Our only other
source for cash at this time is investments by others in the Company. We must
raise cash to implement our planned exploration program if it is not funded by
our joint venture partner and stay in business.
To meet our need for cash we must raise additional capital. We are attempting to
raise additional money through a private placement, public offering or through
loans. At the present time, we have not made any arrangements to raise
additional cash. We require additional cash to continue operations. Such
operations could take many years of exploration and would require expenditure of
very substantial amounts of money, money we do not presently have and may never
be able to raise. If we cannot raise it we will have to abandon our planned
exploration activities and go out of business.
We estimate we will require $282,550 in cash over the next twelve months,
including the cost of completing the exploration work for the Lucky Thirteen
claim during that period. For a detailed breakdown refer to "Liquidity and
Capital Reserves".
13
We may attempt to interest other companies to undertake exploration work on the
Lucky Thirteen Claim through joint venture arrangement or even the sale of part
of the Lucky Thirteen Claim. Neither of these avenues has been pursued as of the
date of this Form 10-Q . During the quarter we did little exploration work on
the Lucky Thirteen Claim due partly to the fact that our joint venture partner
failed to provide requisite financing. With this regard, the Joint Venture
Partners have cancelled the joint venture by its terms.
Since we do not presently have the requisite funds to explore and/or develop the
Valolo Claim we may decide to attempt to sell this Claim. We do not intend to
hire any employees at this time. All of the work on the Lucky Thirteen Claim has
been conducted by independent contractors that we have hired. The independent
contractors have been under the direction of the Joint Venture responsible for
surveying, geology, engineering, exploration, and excavation. Our president
along with independent experts are currently evaluating the information derived
from the exploration and excavation activities, and the engineers will advise us
on the economic feasibility of proceeding with gold and gravel extraction.
TRENDS
We are in the exploration stage, have not generated any revenue and have no
prospects of generating any revenue in the foreseeable future unless we place a
property in production. We are unaware of any known trends, events or
uncertainties that have had, or are reasonably likely to have, a material impact
on our business or income, either in the long term of short term, other than as
described in this section or in `Risk Factors' on page 5.
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of
operations, including the discussion on liquidity and capital resources, are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an ongoing basis,
management re-evaluates its estimates and judgments.
The going concern basis of presentation assumes we will continue in operation
throughout the next fiscal year and into the foreseeable future and will be able
to realize our assets and discharge our liabilities and commitments in the
normal course of business. Certain conditions, discussed below, currently exist
which raise substantial doubt upon the validity of this assumption. The
financial statements do not include any adjustments that might result from the
outcome of the uncertainty.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2012 our total assets were $4,926 and our total liabilities were
$194,695. Not including the cost of completing the exploration phase of our
Lucky Thirteen Claim, our non-elective expenses over the next twelve months, are
expected to be as follows:
Estimated
Expense Ref. Amount
------- ---- ------
Accounting and audit (i) $ 20,500
Edgar filing fees (ii) 6,000
Filing fees - Nevada; Securities of State (ii) 375
Office and general expenses (iv) 61,000
--------
Estimated expenses for the next twelve months 87,875
--------
Liabilities at April 30, 2012 194,675
--------
Cash required for the next twelve months $282,550
========
14
Should the Joint Venture partner fail to fund the Lucky 13 Joint Venture, an
additional $400,000 may be required to fund its Exploration Costs and Property
Acquisition.
(i) Accounting and audit
We will have to continue to prepare consolidated financial statements for
submission with the various 10-K and 10-Q as follows:
Period Form Accountant Auditor Amount
------ ---- ---------- ------- ------
April 30, 2012 10-Q 1,500 2,000 3,500
July 31, 2012 10-Q 5,000 5,000 10,000
October 31, 2012 10-Q 1,500 2,000 3,500
January 31, 2013 10-K 1,500 2,000 3,500
------- ------- -------
Estimated total $ 9,500 $11,000 $20,500
======= ======= =======
(ii) Edgar filing fees
We will be required to file the annual Form 10-K estimated at $250 and the three
Form 10-Qs at $250 each for a total cost of $1,000. Additional Form 8-K should
cost an additional $1,000. The conversion costs to XBLR is estimated at $4,000.
(iii) Filing fees in Nevada
To maintain the Company in good standing in the State of Nevada an annual fee of
approximately $375 has been paid to the Secretary of State.
(iv) Office and general
We have estimated a cost of approximately $25,000 for photocopying, printing,
fax and delivery, travel, transfer agent and entertainment. Director Fees total
$3,000 per month or $36,000. Total Office and General is estimated to be
$61,000.
Our future operations are dependent upon our ability to obtain third party
financing in the form of debt and equity and ultimately to generate future
profitable operations or income from investments. As of July 31, 2011, we have
not generated revenues, and have experienced negative cash flow from operations.
We may look to secure additional funds through future debt or equity financings.
Such financings may not be available or may not be available on reasonable
terms.
15
THREE MONTHS ENDED APRIL 30, 2012 AND 2011
Three months Three months
Expense ended ended
Reference April 30, 2012 April 30, 2011 Difference
--------- -------------- -------------- ----------
Accounting and auditing (i) $ 2,885 $ 25,910 $(23,025)
Bank charges and interest 153 160 (7)
Consulting (ii) 1,000 -- 1,000
Filing fees 1,114 1,410 (296)
Legal -- 38 (38)
Management fees 9,000 9,000 --
News Releases 260 -- 260
Transfer agent's fees 340 220 120
Exploration costs -- 10,331 (10,331)
Travel 649 867 (218)
-------- -------- --------
TOTAL EXPENSES $ 15,401 $ 47,936 $(32,535)
======== ======== ========
(i) Audit and Accounting
Auditing and accounting expense represents the cost of the preparation of the
financial statements for the Company. $25,000 of the $25,910 paid in 2011 was
due to a fee payable to a consultant.
(ii) Consulting
During the quarter, a consultant performed some analysis on the company's
investments.
NINE MONTHS ENDED APRIL 30, 2012 AND 2011
Nine months Nine months
Expense ended ended
Reference April 30, 2012 April 30, 2011 Difference
--------- -------------- -------------- ----------
Accounting and auditing (i) $ 19,080 $ 25,910 $ (6,830)
Bank charges and interest 386 298 88
Consulting (ii) 9,000 800 8,200
Filing fees (iii) 3,589 1,410 2,179
Legal (iv) 2,818 38 2,780
Management fees (v) 27,000 117,000 (90,000)
News Releases (vi) 5,300 -- 5,300
Office 202 35 167
Transfer agent's fees 645 220 425
Exploration costs -- 10,331 (10,331)
Travel (vii) 14,160 867 13,293
-------- -------- --------
TOTAL EXPENSES $ 82,180 $156,909 $(74,729)
======== ======== ========
16
(i) Audit and Accounting
Auditing and accounting expense represents the cost of the preparation of the
financial statements for the Company. The decrease of $6,830 comparing the nine
months ended April 30, 2012 to April 30, 2011, was due to increased efficiencies
in the company's accounting and audit functions.
(ii) Consulting
The President was paid an additional $8,000 during the year for additional time
required.
(iii) Filing Fees
The filing fees increased due to XBRL Reporting requirements
(iv) Legal
Legal costs were for opinions on the Lucky 13 joint venture.
(v) Management fees
In accordance with the consulting agreements entered into by the Company with
its directors, Monthly consulting fees were paid at the rate of $1,500 per month
for each director. On November 15, 2010, the Directors were paid a 100,000 share
bonus each which was valued at $90,000.
(vi) News Releases
Several news releases were issued during the nine months ended April 30, 2012,
at a cost of $5,300.
(vii) Travel
The travel fees increased to $14,159 during the first 9 months. This increase
was due to future and existing business opportunities.
BALANCE SHEETS
Total cash and cash equivalents, as of April 30, 2012 was $3,926 and $12,940 as
of July 31, 2011. Our working capital deficiency as at April 30, 2012 was a
$189,769 and as of July 31, 2011, $107,589.
Total stockholders' deficiency as of April 30, 2012 was $189,768 and $35,204 as
at July 31, 2011. Total shares outstanding as at April 30, 2012 and July 31,
2011 were 45,025,000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
MARKET INFORMATION
There are no common shares subject to outstanding options, warrants or
securities convertible into common equity of our Company.
The number of shares subject to Rule 144 is 23,625,000 Share certificates
representing these shares have the appropriate legend affixed on them.
17
There are no shares being offered to the public other than indicated in our
effective registration statement and no shares have been offered pursuant to an
employee benefit plan or dividend reinvestment plan.
While our shares are traded on the OTCBB, and although the OTCBB does not have
any listing requirements per se, to be eligible for quotation on the OTCBB, we
must remain current in our filings with the SEC; being as a minimum Forms 10-Q
and 10-K. Securities already quoted on the OTCBB that become delinquent in their
required filings will be removed following a 30 or 60 day grace period if they
do not make their filing during that time.
In the future our common stock trading price might be volatile with wide
fluctuations. Things that could cause wide fluctuations in our trading price of
our stock could be due to one of the following or a combination of several of
them:
* our variations in our operations results, either quarterly or
annually;
* trading patterns and share prices in other exploration companies which
our shareholders consider similar to ours;
* the exploration results on the Valolo claim and/or Lucky Thirteen
claim, and
* other events which we have no control over.
In addition, the stock market in general, and the market prices for thinly
traded companies in particular, have experienced extreme volatility that often
has been unrelated to the operating performance of such companies. These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance. In the past, following periods of volatility in the
market price of a security, securities class action litigation has often been
instituted against such company. Such litigation, if instituted, whether
successful or not, could result in substantial costs and a diversion of
management's attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.
TRENDS
We are in the exploration stage, have not generated any revenue and have no
prospects of generating any revenue in the foreseeable future. We are unaware of
any known trends, events or uncertainties that have had, or are reasonably
likely to have, a material impact on our business or income, either in the long
term of short term, as more fully described under `Risk Factors'.
ITEM 4. CONTROLS AND PROCEDURES
Our management, on behalf of the Company, has considered certain internal
control procedures as required by the Sarbanes-Oxley ("SOX") Section 404 A which
accomplishes the following:
Internal controls are mechanisms to ensure objectives are achieved and are under
the supervision of the Company's Chief Executive Officer, being Edwin Morrow,
and Chief Financial Officer, being Robert Malasek. Good controls encourage
efficiency, compliance with laws and regulations, sound information, and seek to
eliminate fraud and abuse.
These control procedures provide reasonable assurance regarding the reliability
of financial reporting and the preparation of the Company's financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.
Internal control is "everything that helps one achieve one's goals - or better
still, to deal with the risks that stop one from achieving one's goals."
18
Internal controls are mechanisms that are there to help the Company manage risks
to success. Internal controls is about getting things done (performance) but
also about ensuring that they are done properly (integrity) and that this can be
demonstrated and reviewed (transparency and accountability).
In other words, control activities are the policies and procedures that help
ensure the Company's management directives are carried out. They help ensure
that necessary actions are taken to address risks to achievement of the
Company's objectives. Control activities occur throughout the Company, at all
levels and in all functions. They include a range of activities as diverse as
approvals, authorizations, verifications, reconciliations, reviews of operating
performance, security of assets and segregation of duties.
As of April 30, 2012, the management of the Company assessed the effectiveness
of the Company's internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting
such assessments. Management concluded, during the quarter ended April 30, 2012,
internal controls and procedures were not effective to detect the inappropriate
application of US GAAP rules. Management realized there are deficiencies in the
design or operation of the Company's internal control that adversely affected
the Company's internal controls which management considers to be material
weaknesses.
In the light of management's review of internal control procedures as they
relate to COSO and the SEC the following were identified:
* The Company's Audit Committee does not function as an Audit Committee
should since there is a lack of independent directors on the
Committee,
* The Company has limited segregation of duties which is not consistent
with good internal control procedures.
* The Company does not have a written internal control procedurals
manual which outlines the duties and reporting requirements of the
Directors and any staff to be hired in the future. This lack of a
written internal control procedurals manual does not meet the
requirements of the SEC or good internal control.
* There are no effective controls instituted over financial disclosure
and the reporting processes.
Management feels the weaknesses identified above, being the latter three, have
not had any effect on the financial results of the Company. Management will have
to address the lack of independent members on the Audit Committee and identify
an "expert" for the Committee to advise other members as to correct accounting
and reporting procedures.
The Company and its management will endeavor to correct the above noted
weaknesses in internal control once it has adequate funds to do so. By
appointing independent members to the Audit Committee and using the services of
an expert on the Committee will greatly improve the overall performance of the
Audit Committee. With the addition of other Board Members and staff the
segregation of duties issue will be address and will no longer be a concern to
management. By having a written policy manual outlining the duties of each of
the officers and staff of the Company will facilitate better internal control
procedures.
Management will continue to monitor and evaluate the effectiveness of the
Company's internal controls and procedures and its internal controls over
financial reporting on an ongoing basis and are committed to taking further
action and implementing additional enhancements or improvements, as necessary
and as funds allow.
19
ITEM 4T. CONTROLS AND PROCEDURES
There were no changes in Siga's internal controls over financial reporting
during the three month period ended April 30, 2012 that have materially
affected, or are reasonably likely to material affect, Siga's internal control
over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings to which Siga is a party or to which the Valolo
Gold Claim or the Lucky Thirteen Claim is subject, nor to the best of
management's knowledge are any material legal proceedings contemplated.
ITEM 1A. RISK FACTORS
An investment in our common stock involves an exceptionally high degree of risk
and is extremely speculative. In addition to the other information regarding
Siga contained in this Form 10-Q, you should consider many important factors in
determining whether to purchase the shares in our Company. The following risk
factors reflect the potential and substantial material risks which could be
involved if you decide to purchase shares.
We lack an operating history and have losses, which we expect to continue into
the future. As a result, we may have to suspend or cease exploration activity or
cease operations.
While we were incorporated in 2007, we have only conducted exploration and
development activities. We have not generated any revenues. We have no
exploration history upon which you can evaluate the likelihood of our future
success or failure. Our net loss from inception to April 30, 2012, the date of
our most recent financial statements is $452,119. Our ability to achieve
profitability and positive cash flow in the future is dependent upon
* our ability to locate a profitable mineral property
* our ability to locate an economic ore reserve
* our ability to develop and profitably mine a mineral property
* our ability to generate revenues
* our ability to reduce exploration costs.
Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of our mineral property. We cannot guarantee we will be successful
in generating revenues in the future. Failure to generate revenues may cause us
to go out of business.
WE HAVE NO KNOWN ORE RESERVES AND WE CANNOT GUARANTEE WE WILL FIND ANY GOLD
AND/OR SILVER MINERALIZATION OR, IF WE FIND GOLD AND/OR SILVER MINERALIZATION,
THAT IT MAY BE ECONOMICALLY EXTRACTED. IF WE FAIL TO FIND ANY GOLD AND/OR SILVER
MINERALIZATION OR IF WE ARE UNABLE TO FIND GOLD AND/OR SILVER MINERALIZATION
THAT MAY BE ECONOMICALLY EXTRACTED, WE WILL HAVE TO CEASE OPERATIONS.
20
We have no known ore reserves. Even if we find gold and/or silver mineralization
we cannot guarantee that any gold and/or silver mineralization will be of
sufficient quantity so as to warrant recovery. Additionally, even if we find
gold and/or silver mineralization in sufficient quantity to warrant recovery, we
cannot guarantee that the ore will be recoverable. Finally, even if any gold
and/or silver mineralization is recoverable, we cannot guarantee that this can
be done at a profit. Failure to locate gold deposits in economically recoverable
quantities will cause us to cease operations.
BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS
EXTREMELY REMOTE, IN ALL PROBABILITY OUR PROPERTY DOES NOT CONTAIN ANY RESERVES,
AND ANY FUNDS SPENT ON EXPLORATION WILL BE LOST.
Because the probability of an individual prospect ever having reserves is
extremely remote, in all probability our properties, the Valolo Claim and the
Lucky Thirteen Claim, do not contain any reserves, and any funds spent on
exploration will be lost. If we cannot raise further funds as a result, we may
have to suspend or cease operations entirely which would result in the loss of
our shareholders' investment.
ALTHOUGH SOME OF OUR OFFICERS AND DIRECTORS HAVE TECHNICAL TRAINING AND
EXPERIENCE IN STARTING, AND OPERATING AN EXPLORATION OR MINING COMPANY AND IN
MANAGING A PUBLIC COMPANY, WE WILL STILL HAVE TO HIRE QUALIFIED PERSONNEL TO
FULFILL THESE ADDITIONAL FUNCTIONS. IF WE LACK FUNDS TO RETAIN SUCH PERSONNEL,
OR CANNOT LOCATE QUALIFIED PERSONNEL, WE MAY HAVE TO SUSPEND OR CEASE
EXPLORATION ACTIVITY OR CEASE OPERATIONS WHICH WILL RESULT IN THE LOSS OF YOUR
INVESTMENT.
IF WE DON'T RAISE ENOUGH CAPITAL FOR EXPLORATION AND DEVELOPMENT WE WILL HAVE TO
DELAY EXPLORATION OR GO OUT OF BUSINESS, WHICH WILL RESULT IN THE LOSS OF OUR
SHAREHOLDERS' INVESTMENT.
We estimate that, with our cash on hand, we do not have sufficient cash to
continue operations for twelve months even if we only carry out Phase I of our
planned exploration activity. We are in the Exploration stage. We need to raise
additional capital to undertake Phase I. We may not be able to raise additional
funds. If that occurs we will have to delay exploration or cease our exploration
activity and go out of business which will result in the loss of our
shareholders' entire investment in our Company.
SINCE WE ARE SMALL AND HAVE LIMITED CAPITAL, WE MUST LIMIT OUR EXPLORATION AND
AS A RESULT MAY NOT FIND AN ORE BODY . WITHOUT AN ORE BODY, WE CANNOT GENERATE
REVENUES.
The possibility of development of and production from our exploration property
depends upon the results of exploration programs and/or feasibility studies and
the recommendations of duly qualified professional engineers and geologists. We
are a small company and do not have much capital. We must limit our exploration
activity unless and until we raise additional capital. Any decision to expand
our operations on our exploration property will involve the consideration and
evaluation of several significant factors beyond our control. These factors
include, but are not limited to:
* Market prices for the minerals to be produced;
* Costs of bringing the Valolo and or the Lucky Thirteen Claims into
production including exploration preparation of production feasibility
studies and construction of production facilities;
* Political climate and/or governmental regulations and controls;
* Ongoing cost of production;
* Availability and cost of financing; and
* Environmental compliance regulations and restraints.
These types of programs require substantial capital. Because we may have to
limit our exploration, we may not find an ore body, even though our property may
contain mineralized material. Without an ore body, we cannot generate revenues.
21
BECAUSE OUR OFFICERS AND DIRECTORS HAVE OTHER OUTSIDE BUSINESS ACTIVITIES AND
MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF THEIR TIME TO OUR EXPLORATION
ACTIVITY, OUR EXPLORATION ACTIVITY MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC
INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION.
Our President will be devoting only 15% of his time, approximately 24 hours per
month, to our business. Our Chief Financial Officer and Secretary-Treasurer will
be devoting only approximately 10% of his time, or 16 hours per month to our
operations. As a consequence of the limited devotion of time to the affairs of
our Company expected from management, our business may suffer. For example,
because our officers and directors have other outside business activities and
may not be in a position to devote a majority of their time to our exploration
activity, our exploration activity may be sporadic or may be periodically
interrupted or suspended. Such suspensions or interruptions may cause us to
cease operations altogether and go out of business.
WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN
EXPLORATION WHICH COULD CAUSE US TO DELAY OR SUSPEND EXPLORATION ACTIVITY.
We have made no attempt to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials as and when we begin to undertake exploration activity, expected later
this year. Competition and unforeseen limited sources of supplies in the
industry could result in occasional spot shortages of equipment and/or supplies
we need to conduct our planned exploration work. If we cannot find the products
and equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.
NO MATTER HOW MUCH MONEY IS SPENT ON THE VALOLO CLAIM OR THE LUCKY THIRTEEN, THE
RISK IS THAT WE MIGHT NEVER IDENTIFY A COMMERCIALLY VIABLE ORE RESERVE.
Over the coming years, we might expend considerable capital on exploration of
the Valolo Claim or the Lucky Thirteen Claim without finding anything of value.
It is very likely the Valolo Claim and the Lucky Thirteen Claim do not contain
any reserves so any funds spent on exploration will probably be lost. No matter
how much money is spent on these Claims, we might never be able to find a
commercially viable ore reserve.
EVEN IF OUR PROPERTY WERE FOUND TO CONTAIN A DEPOSIT, SINCE WE HAVE NOT PUT A
MINERAL DEPOSIT INTO PRODUCTION BEFORE, WE WILL HAVE TO ACQUIRE OUTSIDE
EXPERTISE. IF WE ARE UNABLE TO ACQUIRE SUCH EXPERTISE WE MAY BE UNABLE TO PUT
OUR PROPERTY INTO PRODUCTION AND OUR SHAREHOLDERS WILL LOSE THEIR ENTIRE
INVESTMENT.
Our ability in placing mineral deposit properties into production will be
dependent upon using the services of appropriately experienced personnel or
entering into agreements with other major resource companies that can provide
such expertise. There can be no assurance that we will have available to us the
necessary expertise when and if we place a mineral deposit into production.
MINERAL EXPLORATION AND DEVELOPMENT ACTIVITIES ARE INHERENTLY RISKY AND WE MAY
BE EXPOSED TO ENVIRONMENTAL LIABILITIES. IF SUCH AN EVENT WERE TO OCCUR IT MAY
RESULT IN A LOSS OF YOUR INVESTMENT.
The business of mineral exploration and extraction involves a high degree of
risk. Few properties that are explored are ultimately developed into production.
Most exploration projects do not result in the discovery of commercially
mineable deposits of ore. The Valolo Claim and the Lucky Thirteen Claim, do not
have a known body of commercial ore. Should our mineral claim be found to have
commercial quantities of ore, we would be subject to additional risks respecting
any development and production activities. Unusual or unexpected formations,
formation pressures, fires, power outages, labour disruptions, flooding,
explosions, cave-ins, landslides and the inability to obtain suitable or
adequate machinery, equipment or labour are other risks involved in extraction
operations and the conduct of exploration programs. We do not carry liability
insurance with respect to our mineral exploration operations and we may become
subject to liability for damage to life and property, environmental damage,
cave-ins or hazards. There are also physical risks to the exploration personnel
working in the rugged terrain of our claim. Previous mining exploration
activities may have caused environmental damage to the Valolo Claim or the Lucky
22
Thirteen Claim. It may be difficult or impossible to assess the extent to which
such damage was caused by us or by the activities of previous operators, in
which case, any indemnities and exemptions from liability may be ineffective.
EVEN WITH POSITIVE RESULTS DURING EXPLORATION, THE VALOLO CLAIM OR THE LUCKY
THIRTEEN CLAIM, MIGHT NEVER BE PUT INTO COMMERCIAL PRODUCTION DUE TO INADEQUATE
TONNAGE, LOW METAL PRICES OR HIGH EXTRACTION COSTS.
We might be successful, during future exploration programs, in identifying a
source of minerals of good grade but not in the quantity, the tonnage, required
to make commercial production feasible. If the cost of extracting any minerals
that might be found on the is in excess of the selling price of such minerals,
we would not be able to develop the claim. Accordingly even if ore reserves were
found, without sufficient tonnage we would still not be able to economically
extract the minerals from the claim in which case we would have to abandon the
Valolo Claim or the Lucky Thirteen and seek another mineral property to develop,
or cease operations altogether.
RISKS ASSOCIATED WITH OUR SHARES:
OUR OFFICERS AND DIRECTORS OWN A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK AND WILL
HAVE SUBSTANTIAL INFLUENCE OVER OUR OPERATIONS.
Our previous directors and officers currently own 26,250,000 shares of common
stock representing approximately 60% of our outstanding shares. Our previous
directors and officers have registered for resale under an effective
registration statement 2,625,000 of their shares. Assuming that such directors
and officers sell their 2,625,000 shares, they will still own 23,625,000 shares
of common stock representing approximately 54% of our outstanding shares. As a
result, they will have substantial influence over our operations and can effect
certain corporate transactions without further shareholder approval. This
concentration of ownership may also have the effect of delaying or preventing a
change in control.
WE ANTICIPATE THE NEED TO SELL ADDITIONAL TREASURY SHARES IN THE FUTURE MEANING
THAT THERE WILL BE A DILUTION TO OUR EXISTING SHAREHOLDERS RESULTING IN THEIR
PERCENTAGE OWNERSHIP IN THE COMPANY BEING REDUCED ACCORDINGLY.
We may seek additional funds through the sale of our common stock. This will
result in a dilution effect to our shareholders whereby their percentage
ownership interest in our Company is reduced. The magnitude of this dilution
effect will be determined by the number of shares we will have to issue in the
future to obtain the funds required.
SINCE OUR SECURITIES ARE SUBJECT TO PENNY STOCK RULES, YOU MAY HAVE DIFFICULTY
RESELLING YOUR SHARES . Our shares are "penny stocks" and are covered by Section
15(g) of the Securities Exchange Act of 1934 which imposes additional sales
practice requirements on broker/dealers who sell the Company's securities
including the delivery of a standardized disclosure document; disclosure and
confirmation of quotation prices; disclosure of compensation the broker/dealer
receives; and, furnishing monthly account statements. For sales of our
securities, the broker/dealer must make a special suitability determination and
receive from its customer a written agreement prior to making a sale. The
imposition of the foregoing additional sales practices could adversely affect a
shareholder's ability to dispose of his stock.
FORWARD LOOKING STATEMENTS
In addition to the other information contained in this Form 10-Q, it contains
forward-looking statements which involve risk and uncertainties. When used in
this prospectus, the words "may", "will", "expect", "anticipate", "continue",
"estimate", "project", "intend", "believe" and similar expressions are intended
to identify forward-looking statements regarding events, conditions and
financial trends that may affect our future plan of operations, business
strategy, operating results and financial position. Readers are cautioned that
any forward-looking statements are not guarantees of future performance and are
subject to risks and uncertainties and that actual results could differ
materially from the results expressed in or implied by these forward-looking
23
statements as a result of various factors, many of which are beyond our control.
Any reader should review in detail this entire Form 10-Q including financial
statements, attachments and risk factors before considering an investment.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There has been no change in our securities since the fiscal year ended July 31,
2011.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
The following exhibits are included as part of this report by reference:
3 Corporate Charter (incorporated by reference from Siga's Registration
Statement on Form SB-2 filed on September 5, 2007, Registration No.
333-145879)
3(i) Articles of Incorporation (incorporated by reference from Siga's
registration Statement on Form SB-2 filed on September 5, 2007,
Registration No. 333-145879)
3(ii) By-laws (incorporated by reference from Siga's Registration Statement
on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
4 Stock Specimen (incorporated by reference from Siga's Registration
Statement on Form SB-2 filed on September 5, 2007, Registration
10.1 Transfer Agent and Registrar Agreement (incorporated by reference from
Siga's Registration Statement on Form SB-2 filed on September 5, 2007,
Registration No. 333-145879)
10.2 Corporate Acquisition Agreement between Siga, Touchstone Ventures Ltd,
and Touchstone Precious Metals, Inc dated September 24, 2010
(incorporated by reference from Siga's Form 10K for the year ended July
31, 2010)
10.3 Letter Agreement dated May 15, 2010 between Peter Osha and Touchstone
Precious Metals, Inc. regarding the Option to Purchase the Lucky
Thirteen Claim from Peter Osha. (incorporated by reference from Siga's
Form 10K for the year ended July 31, 2010)
10.4 Extension Agreement dated October 14, 2010 between Peter Osha,
Touchstone Ventures Ltd, Touchstone Precious Metals Inc., and Siga
Resources Inc. (incorporated by reference from Siga's Form 10Q for the
Quarter ended October 31, 2010)
24
10.5 Property Acquisition and Royalty Agreement dated January 16, 2011
between Siga Resources Inc. and Peter Osha (incorporated by reference
from Siga's Form 10Q for the Quarter ended January 31, 2011)
10.6 Joint Venture Agreement dated May 12, 2011 between Big Rock Resources
Ltd. and Siga Resources Inc. regarding the development of the Lucky
Thirteen Claim. (incorporated by reference from Siga's Form 8K filed
May 14, 2011).
10.7 Letter of Intent dated June 14, 2011 between Montana Mining Company and
Siga Resources Inc. regarding the acquisition of the Big Bear Claims
1-9 located in San Bernardino County, California (incorporated by
reference from Siga's Form 8K filed June 20, 2011).
10.8 Revised Acquisition Agreement dated July 7, 2011 between Montana Mining
Company and Siga Resources Inc. regarding the acquisition of the Big
Bear Claims 1-9 located in San Bernardino County, California
(incorporated by reference from Siga's Form 8K filed July 12, 2011).
10.9 Joint Venture Agreement dated July 22, 2011 between Bentall Fairview
Resources Ltd.. and Siga Resources Inc. regarding the development of
the Big Bear Claims. (incorporated by reference from Siga's Form 8K
filed July 22, 2011).
10.10 Property Acquisition and Royalty Agreement dated September 20, 2011
between Siga Resources Inc. and Laguna Finance Ltd. regarding the
acquisition of the Moutauban Gold Tailing Claims located in near Quebec
City, Canada (incorporated by reference from Siga's Form 8K filed
September 28, 2011).
31.1 Certification of the Chief Executive Officer and President
31.2 Certification of the Chief Financial Officer
32.1 Certification of the Chief Executive Officer and President
32.2 Certification of the Chief Financial Officer
101* XBRL Report No. 333-145879
----------
To be provided by amendment.
25
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.
SIGA RESOURCES, INC.
(Registrant)
Date: August 22, 2012 /s/ EDWIN MORROW
-----------------------------------------------
Chief Executive Officer, President and Director
Date: August 22, 2012 /s/ ROBERT MALASEK
-----------------------------------------------
Chief Financial Officer, Chief Accounting
Officer, Secretary and Director
2
