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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-Q


[X]

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the quarterly period ended October 31, 2012

 

 

[  ]

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

 

 

 

For the transition period _________ to __________

 

 

 

Commission File Number: 000-54840


SOURCE GOLD CORP.

(Exact name of registrant issuer as specified in its charter)


Nevada

N/A

(State or other jurisdiction of

incorporation or organization)

(IRS Employer Identification No.)


2 Toronto Street, Suite 234

Toronto, Ontario, Canada M5C 2B5

(Address of principal executive offices)

 

(289) 208-6664

(Issuer’s telephone number)

 

________________________

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


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


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


[ ] Large accelerated filer

[  ] Accelerated filer

[  ] Non-accelerated filer (Do not check if a smaller reporting company)

[X] Smaller reporting company


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


As of December 4, 2012, there were 62,525,261 shares of the registrant’s $0.001 par value common stock issued and outstanding.



 




TABLE OF CONTENTS

 

 

Page

 

PART I - FINANCIAL INFORMATION

 

Item 1:

Financial Statements

3

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

4

Item 3:

Quantitative and Qualitative Disclosures About Market Risk

7

Item 4:

Controls and Procedures

7

 

PART II - OTHER INFORMATION

 

Item 1:

Legal Proceedings

8

Item 1A:

Risk Factors

8

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

8

Item 3:

Defaults Upon Senior Securities

9

Item 4:

Mine Safety Disclosures

9

Item 5:

Other Information

9

Item 6:

Exhibits

9



Special Note Regarding Forward-Looking Statements


Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Source Gold Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we,"”SRGL,” "our," "us," the "Company," refers to Source Gold Corp.






2




PART I - FINANCIAL INFORMATION


Item 1. Financial Statements




SOURCE GOLD CORP.

(An Exploration Stage Company)


Condensed Consolidated Financial Statements


(Expressed in US dollars)


October 31, 2012 (unaudited)









Financial Statement Index


F-1

Consolidated Balance Sheets (unaudited)

F-2

Consolidated Statements of Operations and Comprehensive Loss (unaudited)

F-3

Consolidated Statements of Cash Flows (unaudited)

F-4

Notes to Consolidated Financial Statements (unaudited)










3




SOURCE GOLD CORP.

(An Exploration Stage Company)

Consolidated Balance Sheets


 

October 31

 

July 31

ASSETS

2012

 

2012

 

(Unaudited)

 

(Audited)

Current

 

 

 

   Cash

$

6,075

 

$

15,620

   Prepaid expenses

 

815

 

 

140

 

 

 

 

 

 

Total current assets

 

6,890

 

 

15,760

 

 

 

 

 

 

Computer equipment - Note 4

 

1,603

 

 

1,849

Mineral property - Note 9

 

85,000

 

 

85,000

 

 

 

 

 

 

Total assets

 

93,493

 

 

102,609

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current

 

 

 

 

 

   Due to related party - Note 6

 

4,962

 

 

3,429

   Accounts payable and accrued liabilities

 

122,160

 

 

132,114

   Convertible notes payable (net of unamortized debt discount of

$69,387 ( July 31, 2011 - $45,345) - Note 7

 

177,725

 

 

155,590

 

 

 

 

 

 

Total current liabilities

 

304,847

 

 

291,133

 

 

 

 

 

 

Total liabilities

$

304,847

 

$

291,133

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Preferred stock, $0.001 par value

 

 

 

 

 

  20,000,000 shares authorized, none outstanding

$

-

 

$

-

Common stock, $0.001 par value - Note 8

 

 

 

 

 

  180,000,000 shares authorized

 

 

 

 

 

  60,966,819 (July 31, 2012 -  51,381,765) shares issued and outstanding

 

60,966

 

 

51,381

Additional paid in capital

 

14,027,710

 

 

13,970,994

Accumulated other comprehensive loss

 

(683)

 

 

(528)

Deficit accumulated during the exploration stage

 

(14,299,347)

 

 

(14,210,371)

Total stockholders’ deficit

 

(211,354)

 

 

(188,524)

 

 

 

 

 

 

Total liabilities and stockholders’ deficit

$

93,493

 

$

102,609


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




F-1




SOURCE GOLD CORP.

(An Exploration Stage Company)

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)


 

Three Months Ended

October 31,

 

From

Inception

(June 4, 2008)

To

October 31,

 

2012

 

2011

 

2012

Expenses

 

 

 

 

 

   Accounting and audit fees

$

13,150

 

$

15,127

 

$

192,988

   Depreciation

 

246

 

 

-

 

 

370

   Foreign exchange (gain) loss

 

(7)

 

 

5,622

 

 

9,163

   Legal fees

 

16,704

 

 

8,979

 

 

255,959

   Management fees - Note 6

 

18,000

 

 

18,000

 

 

11,179,569

   Mineral property option impairment

 

-

 

 

-

 

 

2,203,611

   Mineral property exploration costs

 

3,317

 

 

-

 

 

159,263

   Office expenses

 

3,630

 

 

8,793

 

 

113,461

   Tax penalties and interest

 

-

 

 

-

 

 

80,347

Total expenses

 

55,040

 

 

(56,521)

 

 

14,194,731

Other expenses

 

 

 

 

 

 

 

 

   Interest on convertible notes  - Note 7

 

1,807

 

 

-

 

 

33,972

   Accretion of convertible note discount - Note 7

 

32,129

 

 

-

 

 

70,554

 

 

 

 

 

 

 

 

 

Net loss

 

(88,976)

 

 

(56,521)

 

 

(14,299,347)

 

 

 

 

 

 

 

 

 

Other comprehensive gain (loss)

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

(155)

 

 

6,827

 

 

(683)

Comprehensive loss

$

(89,131)

 

$

(49,684)

 

$

(14,300,030)

Basic loss per share

$

(0.00)

 

$

(0.00)

 

 

 

Weighted average number of shares outstanding - basic and diluted

 

55,659,742

 

 

49,940,678

 

 

 




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




F-2




SOURCE GOLD CORP.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)


 

 

 

From Inception

 

 

 

(June 4, 2008)

 

Three Months Ended

 

to

 

October 31,

 

October 31

 

2012

 

2011

 

2012

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

 

  Net loss

$

(88,976)

 

$

(56,521)

 

$

(14,299,347)

    Adjustments to reconcile net loss to net cash used by operating activities

 

 

 

 

 

 

 

 

    Accretion of discount on convertible notes and interest

 

32,129

 

 

-

 

 

70,554

    Interest expense - beneficial conversion feature of convertible notes

 

-

 

 

-

 

 

30,000

    Depreciation

 

246

 

 

-

 

 

370

    Mineral property option costs

 

-

 

 

-

 

 

1,842

    Impairment loss on mineral property option

 

-

 

 

-

 

 

2,199,894

    Management fees from stock options

 

-

 

 

-

 

 

10,960,000

  Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

    Accrued interest

 

1,807

 

 

-

 

 

3,972

    Prepaid expenses

 

(675)

 

 

-

 

 

(815)

    Due from related parties

 

-

 

 

(994)

 

 

-

    Accounts payable and accrued liabilities

 

(9,954)

 

 

(8,974)

 

 

122,160

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

(65,423)

 

 

(66,489)

 

 

(911,370)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

  Acquisition of computer equipment

 

-

 

 

-

 

 

(1,973)

  Mineral property option acquisition

 

-

 

 

-

 

 

(204,894)

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

-

 

 

-

 

 

(206,867)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

  Proceeds from sale of common stock, net cash commission

 

-

 

 

40,000

 

 

952,375

  Proceeds from  promissory notes

 

54,500

 

 

-

 

 

167,658

  Due to related party

 

1,533

 

 

-

 

 

4,962

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

56,033

 

 

40,000

 

 

1,124,955

 

 

 

 

 

 

 

 

 

Effect of foreign exchange on cash

 

(155)

 

 

6,827

 

 

(683)

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash during the period

 

(9,545)

 

 

(19,662)

 

 

6,075

 

 

 

 

 

 

 

 

 

Cash, beginning of the period

 

15,620

 

 

47,106

 

 

-

 

 

 

 

 

 

 

 

 

Cash, end of the period

$

6,075

 

$

27,444

 

$

6,075

 

 

 

 

 

 

 

 

 

Supplementary disclosure for non-cash investing and financing activities

 

 

 

 

 

 

 

 

Shares issued for mineral property

$ -

-

 

$

-

 

$

2,080,000


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



F-3




Source Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

October 31, 2012

(Unaudited)



Note 1  Basis of Presentation


The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for financial information and with the instructions to Form 10-Q of Regulation S-K. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements.  However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended July 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. These consolidated financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal and recurring adjustments have been made. Operating results for the three months ended October 31, 2012 are not necessarily indicative of the results that may be expected for the year ending July 31, 2013.


The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are presented in United States dollars.  


These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary companies IRC Exploration Ltd., (‘IRC”) a company incorporated in Alberta, Canada on August 1, 2008; Northern Bonanza Inc, (‘NBI”) a company incorporated in Ontario, Canada on June 30, 2010; Source Bonanza LLC, (“SB”) a Limited Liability Company incorporated in Nevada, USA on June 18, 2010 and Vulture Gold LLC, (“Vulture”) a Nevada Limited Liability Company which was acquired on August 7, 2010.


All significant inter-company transactions and balances have been eliminated.



Note 2  Nature of Operations and Ability to Continue as a Going Concern


The Company was incorporated in the state of Nevada, United States of America on June 4, 2008.  The Company is an exploration stage company and was formed for the purpose of acquiring exploration and development stage mineral properties.  The Company’s year-end is July 31. On August 31, 2009, the Company changed its name to Source Gold Corp. in order to reflect the current focus of the Corporation.


Effective September 10, 2009, the Company increased the number of authorized common shares of the Company from 90,000,000 to 180,000,000 shares and it’s authorized preferred shares from 10,000,000 to 20,000,000 shares per director’s resolution dated August 31, 2009.  The Company also conducted a four to one forward stock split of the Company’s issued and outstanding common shares per director’s resolution. Following this stock split, the number of outstanding shares of the Company’s common stock increased from 11,100,000 shares to 44,400,000 shares. All share and per share information in these financial statements has been retro-actively restated for all periods presented to give effect of this stock split.


During the year ended July 31, 2009, the Company acquired via its subsidiary company IRC Exploration Ltd. (“IRC”), a mineral claim located in British Columbia, Canada. During the year ended




F-4




Source Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

October 31, 2012

(Unaudited)



Note 2  Nature of Operations and Ability to Continue as a Going Concern - (Cont’d)


July 31, 2010, the mineral property option agreement for the claim in British Columbia was abandoned.


During the year ended July 31, 2010, the Company acquired two additional mineral properties located in Ontario, Canada. The Company also incorporated two new subsidiary companies, Northern Bonanza Inc. (“NBI”) to hold its mineral properties located in Ontario, Canada, and Source Bonanza LLC (“SB”) to hold its mineral properties located in the USA. The Company also transferred its Ontario mineral properties to NBI during the year ended July 31, 2010.


On August 7, 2010, the Company acquired a 100% interest in Vulture Gold LLC, (“Vulture”) a Nevada Limited Liability Company.  (Note 9c)


On March 28, 2012, the Company entered into a property option agreement to acquire a 100% undivided right in three tenures comprising 2,785 acres in northern British Columbia, Canada. (Note 9d)


The Company intends on exploring its mineral properties and has not yet determined the existence of economically recoverable reserves.  The recoverability of amounts incurred on its mineral properties is dependent upon the existence of economically recoverable reserves in the property, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to complete their development, and the attainment and maintenance of future profitable production or disposition thereof.


These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.


The Company has yet to achieve profitable operations, has accumulated a deficit of $14,299,347 since inception, has working capital deficiency of $297,957, has no source of recurring revenues, and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.  The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they come due.


Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all.


The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.




F-5




Source Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

October 31, 2012

(Unaudited)



Note 3  Newly Issued Accounting Pronouncements


The Company has reviewed issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have a material impact on its results of operations or financial position.



Note 4  Computer equipment


 

October 31

 

July 31

 

2012

 

2012

Computer equipment

$

1,973

 

$

1,973

Accumulated depreciation

 

(370)

 

 

(124)

 

$

1,603

 

$

1,849



Note 5  Financial Instruments


Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.


The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.


The fair value hierarchy for valuation inputs prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels; the level is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:


Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.


Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.


The carrying value of the Company’s financial assets and liabilities which consist of cash, and accounts payable and accrued liabilities, in management’s opinion approximate their fair value due to the short maturity of such instruments. These financial assets and liabilities are valued using level 3 inputs, except for cash which is at level 1.  Unless otherwise noted, it is management’s opinion that the




F-6




Source Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

October 31, 2012

(Unaudited)



Note 5  Financial Instruments - (Cont’d)


Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.



Note 6  Related Party Transactions


All related party transactions have been recorded at the exchange value which was the amount of consideration established and agreed to by the related parties.


As at October 31, 2012, due to related party includes $4,962 (July 31, 2012 - $3,429) owing to the President.


During the three month period ended October 31, 2012, the Company incurred management fees of $18,000 (three month period ended October 31, 2011 - $18,000) owed to the Company’s president.  


On November 1, 2009, the Company entered into a Corporate Management Services Agreement with the President of the Company for management services.  Pursuant to the agreement the President would receive a signing bonus of $7,500 (paid November 1, 2009) and $5,000 per month beginning December 1, 2009 for services rendered plus reimbursement of the Company’s expenses.  The agreement may be terminated by either party upon 30 days written notice.


On June 21, 2011, the Company amended the agreement by issuing a resolution to reflect a payment of $6,000 per month for services rendered.


On October 31, 2012, the President of the Company acquired 10,000,000 common shares of the Company in a private transaction.  As of October 31, 2012, the President holds a 16.4% interest in the common stock of the Company.



Note 7  Convertible Notes Payable


 

October  31,

 

July 31

 

2012

 

2012

Promissory Note #1

$

-

 

$

32,500

Promissory Note #2

 

30,000

 

 

30,000

Promissory Note #3

 

52,500

 

 

52,500

Promissory Note #4

 

42,500

 

 

-

Promissory Note #5

 

12,000

 

 

-

 

 

137,000

 

 

115,000

Interest

 

2,197

 

 

2,165

Accretion expense

 

38,528

 

 

38,425

 

$

177,725

 

$

155,590


Promissory Note #1


On February 1, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $32,500 dated January 23, 2012.  The promissory note is unsecured, bears interest at 8% per annum, and matured on October 25, 2012.  During the three month period ended October 31, 2012 the Company accrued $507 (three months ended October 31, 2011 - $nil) in interest expense.



F-7




Source Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

October 31, 2012

(Unaudited)



Note 7  Convertible Notes Payable - (Cont’d)


Promissory Note #1 - (Cont’d)


The note may be converted at the option of the holder into Common stock of the Company.  The conversion price is 51% of the market price, where market price defined as “the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date”.


During the three month period ended October 31, 2012, the Company issued an aggregate of 9,585,054 common shares with a fair value of $66,301 upon the conversion into common stock of this convertible note.


As at October 31, 2012 and July 31, 2012 , the convertible note payable was recorded net of unamortized debt and accrued interest discount of $ nil and $11,029 respectively.


Promissory Note #2


On March 19, 2012, the Company received $30,000 cash and the Company issued a convertible promissory note in the amount of $30,000.  The promissory note is unsecured, interest free and repayable upon demand.


The note may be converted at the option of the holder into Common stock of the Company.  The fixed conversion price is $0.01 per share.  Accordingly the note may be converted into 3,000,000 common shares of the Company.


The Company determined that this Promissory note should be accounted for in accordance with FASB ASC 470-20 which addresses “Accounting for Convertible Securities with Beneficial Conversion Features".  The beneficial conversion feature is calculated at its intrinsic value (that is, the difference between the conversion price $0.01 and the fair value of the common stock into which the debt is convertible at the commitment date (being $0.08), multiplied by the number of shares into which the debt is convertible. The valuation of the beneficial conversion feature recorded cannot be greater than the face value of the note issued.


A portion of the proceeds from issuance of the convertible debt, equal to the intrinsic value, is allocated to additional paid-in capital.  Because the debt is due on demand and is convertible at the date of issuance, the valuation of the beneficial conversion feature is charged to interest expense at the date of issuance


During the year ended July 31, 2012 interest expense relating to the beneficial conversion feature of this convertible note of $30,000 (2011 - $nil) was recorded in the financial statements, with a corresponding increase to additional paid in capital.


Promissory Note #3


On May 14, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $52,500 dated May 14, 2012.  The promissory note is unsecured, bears interest at 8% per annum, and matures on February 18, 2013.  During the three month period ended October 31, 2012 the Company accrued $1,058 (three month period ended October 31, 2011 - $nil) in interest expense.





F-8




Source Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

October 31, 2012

(Unaudited)


Note 7  Convertible Notes Payable - (Cont’d)


Promissory Note #3 - (Cont’d)


After 180 days from issuance the note may be converted at the option of the holder into Common stock of the Company.  The conversion price is 51% of the market price, where market price defined as “the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date”.


As at October 31, 2012 and July 31, 2012, the convertible note payable was recorded net of unamortized debt and accrued interest discount of $17,898 and $34,316, respectively.


Promissory Note #4


On October 5, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $42,500 dated October 5, 2012.  The promissory note is unsecured, bears interest at 8% per annum, and matures on July 10, 2013.  During the three month period ended October 31, 2012 the Company accrued $242 (three month period ended October 31, 2011 - $nil) in interest expense.


After 180 days from issuance the note may be converted at the option of the holder into Common stock of the Company.  The conversion price is 51% of the market price, where market price defined as “the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date”.


As at October 31, 2012 and July 31, 2012, the convertible note payable was recorded net of unamortized debt and accrued interest discount of $39,960 and $nil, respectively.


Promissory Note #5


On October 30, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $12,000 dated October 30, 2012.  The promissory note is unsecured, bears interest at 8% per annum, and matures on April 30, 2013.  During the three month period ended October 31, 2012 the Company accrued $nil (three month period ended October 31, 2011 - $nil) in interest expense.


After 180 days from issuance the note may be converted at the option of the holder into Common stock of the Company.  The conversion price is 51% of the market price, where market price defined as “the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date”.


As at October 31, 2012 and July 31, 2012, the convertible note payable was recorded net of unamortized debt and accrued interest discount of $11,529 and $nil, respectively.



Note 8  Common Stock


The Company is authorized to issue 20,000,000 shares of its $0.001 par value preferred stock and 180,000,000 shares of its $0.001 par value common stock.


During the three month period ended October 31, 2012, the Company issued 9,585,054 common shares with a fair value of $66,301 upon the conversion of a promissory note into common stock.



F-9




Source Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

October 31, 2012

(Unaudited)



Note 8  Common Stock - (Cont’d)


Warrants and Options


As of July 31, 2012 and 2011, there were no warrants or options outstanding to acquire any additional shares of common stock.


Note 9  Mineral Properties


a)

On October 26, 2009, the Company entered into a property option agreement whereby the Company was granted an option to earn up to a 50% interest in 19 mineral claims (the “KRK West” claims) located in the Thunder Bay Mining Division of Ontario.  The option agreement is denominated in Canadian dollars.  


Consideration for the option was the issuance of 2,000,000 common shares of the Company, cash payments totaling $103,718 (CDN$110,000), and aggregate exploration expenditures of $969,268 (CDN$1,000,000) as follows:


 i)

Cash payments:


·

$46,640 (CDN$50,000) upon execution of the Option agreement (paid);

·

$57,078(CDN$60,000) on or before December 1, 2009 (paid)


ii)

Exploration expenditures of $484,768 (CDN$500,000) on or before December 31, 2010, and $969,268 (CDN$1,000,000) in aggregate on or before December 31, 2011.


In aggregate to July 31, 2011, the Company incurred exploration expenditures aggregating $32,080 (CDN$32,836) (See below regarding status of the agreement)


iii)

The issuance of 2,000,000 common shares (none issued) to the shareholders of the optionor, as directed by the optionor.


Upon earning its 50% interest in the option, the Company was to enter into a joint venture agreement to develop and operate the property.


Pursuant to the agreement, if commercial production had been achieved and the Company sold or otherwise disposed of metals and minerals that had been produced and removed from the KRK West properties, the Company would pay Thunder Bay a 3% Net Smelter Return royalty.


In the event the Company sold or caused the sale of products other than to a smelter or refinery or otherwise caused the removal of products from the Property, the Company would pay a 2% Net Smelter Return Royalty. Alternatively, the Company could buy back the royalty right for $1,000,000 for each breccia pipe that reached commercial production.


The property option agreement was stated in Canadian dollars.  The US dollar equivalent was converted using the foreign exchange rate at July 31, 2010 for all future commitments.


During the year ended July 31, 2010, the Company learned that the optionor had allowed the underlying claims to lapse, and therefore the option agreement was null and void.




F-10




Source Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

October 31, 2012

(Unaudited)



Note 9  Mineral Properties - (Cont’d)


The Company, and a director of the Company (The Company subsequently purchased these claims from the director), purchased the claims from persons who re-staked the claims for an aggregate amount of $27,577.  Subsequent to acquisition, the claims were transferred to the Company’s wholly owned subsidiary, Northern Bonanza Inc.  Due to the lapse of the underlying claims the Company impaired a total of $131,295 of acquisition costs incurred as of July 31, 2010 made up of the initial $103,718 payment and the additional payment of $27,577.


The original optionor represents that control of the claims remains with the optionor and that the Company has no right to further explore the property.  The Company disagrees with this assertion and accordingly, ownership to the claims is in dispute.  On January 6, 2011 the Ministry of Northern Development, Mines and Forestry, Canada, was to adjudicate upon the ownership of the claims.  The hearing did not occur as the other party filed for a change of venue.  A determination regarding the change of venue has not yet been made and a date for rendering the decision has not yet been established.  


Mediation regarding the matter was deferred until late 2011 and prior to the hearing the optionor cancelled the mediation.  


In October 2011, the Company, as a result of the cancellation of the mediation hearing with William J. Wheeler regarding the Thunder Bay claims, decided the best course of action was to file suit.  Accordingly, a suit was filed against Thunder Bay and Wheeler in Ontario Superior Court of Justice. In the suit we detail the breach of the Agreement by Thunder Bay and Wheeler and request:


i.

An order transferring an application regarding mining claims pending before the Office of the Mining and Lands Commissioner to the  Ontario Superior Court of Justice to be consolidated with this action;


ii.

A declaration regarding our ownership and Thunder Bay and Wheeler’s ownership with respect to certain mining claims; and 1,200,000 in damages from Thunder Bay and Wheeler.


b)

During the year ended July 31, 2010, the Company entered into a property purchase agreement, which was formalized on May 4, 2010, to acquire a 100% interest in 21 mining claims located in the Northern Ontario for $50,767 (Cdn$51,800).  During the year ended July 31, 2010, the Company incurred an additional $17,741 in staking costs in relation to these claims.  Subsequent to acquisition the claims and exploration costs were transferred to NBI at cost.


During the year ended July 31, 2010, the Company made exploration advances to the operator amounting to $47,806.  As at July 31, 2010 the operator had incurred exploration expenses aggregating $20,118 resulting in net advances held being $26,968.  During the year ended July 31, 2011, the Company made further advances to the operator of $7,040.  


During the year ended July 31, 2011 the operator incurred exploration expenditures of $34,008 and the Company also incurred direct exploration expenditures of $47,335.


As at October 31, 2012, the operator held exploration advances amounting to $nil (July 31, 2012 - $nil).  Due to lack of funding, the Company has no immediate plans to explore this properties to determine resources available and consequently the costs incurred of $68,599 for these mineral




F-11




Source Gold Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

October 31, 2012

(Unaudited)



Note 9  Mineral Properties - (Cont’d)


properties was deemed to be fully impaired as of July 31, 2011.  Subsequent to the period end the Company abandoned the claims.


c)

On August 7, 2010, the Company acquired a 100% interest in Vulture Gold LLC, (“Vulture”) a Nevada limited Liability Company.  Vulture holds 27 mineral claims in Maricopa County, Arizona, known as the Vulture Mine.  As consideration for the acquisition the Company issued 4,000,000 common shares with a fair value of $2,000,000.


This transaction has been recorded as an asset acquisition and the fair value paid has been allocated to the cost of acquisition of the mineral property.


During the three month period ended October 31, 2012, the Company incurred exploration expenditures of $3,317.


Due to lack of funding, the Company has no immediate plans to explore these mines to determine resources available and consequently the costs of $2,000,000 incurred for these mineral properties is deemed to be fully impaired.


d)

On March 28, 2012, the Company entered into a property option agreement whereby the Company was granted an option to earn a 100% interest in 3 mineral tenures located in Northern British Columbia.  The option agreement is denominated in US dollars.  


Consideration for the option was the issuance of 1,000,000 common shares of the Company on March 28, 2012 valued at $80,000, (issued) and cash payment of $5,000 by April 2, 2012 (paid) and aggregate exploration expenditures of $25,000 by September 15, 2013.


As at October 31, 2012, no exploration expenditures have been incurred on the property.



Note 10  Commitments


The Company has an on-going agreement with a director of the Company to provide management services for $6,000 per month.  Either party may terminate the agreement with one month’s written notice.



Note 11  Subsequent events


The Company issued 1,558,442 common shares with a fair value of $23,529 upon the partial conversion into common stock of $12,000 principal of the convertible note payable which falls due of February 18, 2013.







F-12




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations


Forward-Looking Statements


This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.



RESULTS OF OPERATIONS


Working Capital


 

October 31,

2012

$

July 31,

2012

$

Current Assets

6,890

15,760

Current Liabilities

304,847

291,133

Working Capital (Deficit)

(297,957)

(275,373)


Cash Flows


 

October 31,

2012

$

October 31,

2011

$

Cash Flows from (used in) Operating Activities

(65,423)

(66,489)

Cash Flows from (used in) Financing Activities

56,033

40,000

Cash Flows from (used in) Investing Activities

-

-

Net Increase (decrease) in Cash During Period

(9,545)

(19,662)


Results for the Quarter Ended October 31, 2012 Compared to the Quarter Ended October 31, 2011


Operating Revenues


The Company’s revenues for the three months ended October 31, 2012 and October 31, 2011 were $nil and $nil, respectively. We do not anticipate earning revenues until such time that we enter into commercial production of our claims.  We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources, or if such resources are discovered, that we will enter into commercial production.

Cost of Revenues


The Company’s cost of revenues for the three months ended October 31, 2012 and October 31, 2011 were $nil and $nil, respectively.




4




Gross Profit


The Company’s gross profit (loss) for the three months ended October 31, 2012 and October 31, 2011 was $(88,976) and $(56,521), respectively.


General and Administrative Expenses


General and administrative expenses for the three months ended October 31, 2012 and October 31, 2011 were $55,040 and $56,521, respectively.  General and administrative expenses consisted primarily of consulting fees, officer compensation, legal fees and accounting and audit fees.  The decrease was primarily attributable to a decrease in Accounting and Audit fees and Office expenses appropriate for normal operations.


Net Loss


Net loss for the three months ended October 31, 2012 was $(88,976) compared with a net loss of $(56,521) for the three months ended October 31, 2011.  The increased loss is due to an increase in Legal fees and the accretion of convertible note discount – Note 7.


Results for the Period from June 4, 2008 (inception of exploration stage) Through October 31, 2012


Operating Revenues


The Company’s revenues for the period from June 4, 2008 (inception of exploration stage) through October 31, 2012 were $nil.


Cost of Revenues


The Company’s cost of revenues for the period from June 4, 2008 (inception of exploration stage) through October 31, 2012 were $nil.


Gross Profit


The Company’s gross profit (loss) for the period from June 4, 2008 (inception of exploration stage) through October 31, 2012 was $(14,299,347).


General and Administrative Expenses


General and administrative expenses for the period from June 4, 2008 (inception of exploration stage) through October 31, 2012 were $14,194,731.  General and administrative expenses consist primarily of consulting fees, officer compensation, management fees, legal fees, office expenses, and professional fees appropriate for being a public company.


Net Loss


Net loss for the period from June 4, 2008 (inception of exploration stage) through October 31, 2012 was $(14,299,347).


Liquidity and Capital Resources


As at October 31, 2012, the Company had a cash balance and asset total of $6,075 and $93,493, respectively, compared with $15,620 and $102,609 of cash and total assets, respectively, as at July 31, 2012. The decrease in cash was due to normal operating activities and the decrease in total assets was due to the use of cash for operations.




5




As at October 31, 2012, the Company had total liabilities of $304,847 compared with $291,133 as at July 31, 2012. The increase in total liabilities was attributed to the issuance of a note payable in the amount of $69,387.  This was, however, slightly offset by a decrease in accounts payable and accrued liabilities.


The overall working capital increased from $275,373 deficit at July 31, 2012 to $297,497 at October 31, 2012.


Cashflow from Operating Activities


During the three months ended October 31, 2012, cash used in operating activities was $(65,423) compared to $(66,489) for the three months ended October 31, 2011. The decrease in the amounts of cash used for operating activities was primarily due to the accretion of discount on convertible notes and interest and depreciation.


Cashflow from Investing Activities


During the three months ended October 31, 2012 cash used in investing activities was $nil compared to $nil for the three months ended October 31, 2011.


Cashflow from Financing Activities


During the three months ended October 31, 2012, cash provided by financing activity was $56,033 compared to $40,000 for the three months ended October 31, 2011.  The increase in cash provided by financing activities is due to receiving $54,500 proceeds from promissory notes and increase in the amounts due to related party.


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.


Off-Balance Sheet Arrangements


We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.




6




We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Recently Issued Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


Item 3. Quantitative and Qualitative Disclosures About Market Risk


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


Item 4. Controls and Procedures


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 14, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on November 7, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.


Changes in Internal Control over Financial Reporting


Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.


The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.


 

7



PART II - OTHER INFORMATION


Item 1. Legal Proceedings


On October 26, 2009, we entered into an agreement with Thunder Bay Minerals, Inc. (the “Agreement” and “Thunder Bay”, respectively) under which we were granted an option to acquire an undivided 50% interest in 19 mineral claims known as the KRK West Claim, located north of Thunder Bay, Ontario, Canada. During the year ended July 31, 2010, we learned that Thunder Bay had allowed the KRK West Claims to lapse, and therefore the option agreement was null and void. As discussed above, we were able to re-purchase 13 of the 19 KRK West Claims from persons who re-staked the claims for an aggregate amount of $27,578. We also incurred exploration expenditures of $555 in relation to these claims. Subsequent to acquisition of the claims they were transferred to our wholly owned subsidiary, Northern Bonanza, Inc.


Thunder Bay currently maintains that control of the KRK West Claims remains with it and that we have no right to further explore the property. We disagree with this assertion and accordingly ownership to the claims is in dispute.


On January 6, 2011 the Ministry of Northern Development, Mines and Forestry, Canada, was to adjudicate upon the ownership of the claims. The hearing did not occur as the other party filed for a change of venue and mediation regarding the matter was scheduled. Two days prior to the scheduled mediation, William J. Wheeler (“Wheeler”), the principal of Thunder Bay, cancelled the mediation.


As a result of the cancellation, we decided the best course of action was to file suit. Accordingly, we filed an action against Thunder Bay and Wheeler in Ontario Superior Court of Justice. In the suit we detail the breach of the Agreement by Thunder Bay and Wheeler and request:


·

An order transferring an application regarding mining claims to Ontario Superior Court to be consolidated with this action;

·

A declaration regarding our ownership and Thunder Bay and Wheelers ownership with respect to certain mining claims; and

·

$1,200,000 in damages from Thunder Bay and Wheeler.


The Company entered into a formal settlement agreement with a vendor to settle an amount due of Cdn$34,000 by monthly installments of Cdn$5,000 commencing May 15, 2011. As of October 31, 2011, Cdn$30,000 of the total amount due has been paid.


Other than the foregoing we know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


Item 1A. Risk Factors


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


1. Quarterly Issuances:


From August 2, 2012, to October 24, 2012, the Company issued 9,585,054 common shares with a fair value of $66,301 upon the conversion of a promissory note into common stock.




8




2. Subsequent Issuances:


On November 26, 2012 the holder of a convertible note converted a total of $12,000 of principal and interest into 1,558,442 shares of its common stock at a price of $0.01.

 

Item 3. Defaults upon Senior Securities


None


Item 4. Mine Safety Disclosures


None


Item 5. Other Information


None


Item 6. Exhibits


Exhibit Number

Description of Exhibit

Filing

 

 

 

3.1

Articles of Incorporation

Filed with the SEC on October 7, 2008 as part of our Registration of Securities on Form S-1.

3.2

Bylaws

Filed with the SEC on October 7, 2008 as part of our Registration of Securities on Form S-1.

3.3

Extension of Option Agreement

Filed with the SEC on November 15, 2011 as part of our Annual Report on Form 10-K.

3.4

Resolution Increasing Management Compensation Agreement

Filed with the SEC on November 15, 2011 as part of our Annual Report on Form 10-K.

10.1

Promissory Note dated January 23, 2012

Filed with the SEC on March 15, 2012 as part of our Quarterly Report on Form 10-Q.

10.2

Promissory Note dated March 19, 2012

Filed with the SEC on June 14, 2012 as part of our Quarterly Report on Form 10-Q.

10.3

Property Option Agreement dated March 28, 2012

Filed with the SEC on June 14, 2012 as part of our Quarterly Report on Form 10-Q.

10.4

Promissory Note dated May 14, 2012

Filed with the SEC on June 14, 2012 as part of our Quarterly Report on Form 10-Q.

10.5

Promissory Note dated October 5, 2012

Filed with the SEC on November 7, 2012 as part of our Annual Report on Form 10-K.

10.6

Stock Purchase Agreement

Filed with the SEC on November 7, 2012 as part of our Annual Report on Form 10-K.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

101.INS*

XBRL Instance Document

Filed herewith.

101.SCH*

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

Filed herewith.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith.


*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.




9




SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

SOURCE GOLD CORP.

 

 

 

Dated: December 14, 2012

 

/s/ Lauren Notar

 

 

LAUREN NOTAR

 

 

Its: President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

 

 

 

Dated: December 14, 2012

 

/s/ Lauren Notar

 

 

LAUREN NOTAR

 

 

Its: Director                                                                                                                               


 

 













10