Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2012
Commission file number 000-54666
AMERICAS DIAMOND CORP.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
2nd Floor, Berkeley Square House, Berkley Square
London, United Kingdom W1J 6BD
(Address of principal executive offices, including zip code)
Telephone +44 207 681 1620 Facsimile +44 207 681 1620
(Telephone number, including area code)
Resident Agents of Nevada
711 S. Carson Street #4
Carson City, NV 89701
Telephone (775)882-4641 Facsimile (775)882-6818
(Name, address and telephone number of agent for service)
78 York Street
London W1H 1DP England
(Former address of principal executive offices, including zip code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 30,000,000 shares as of December 21,
2012
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended October 31,
2012, prepared by the company, immediately follow.
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AMERICAS DIAMOND CORP.
(f/k/a IMPACT EXPLORATIONS INC.)
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
October 31, January 31,
2012 2012
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 4,542 $ 20,461
-------- --------
TOTAL CURRENT ASSETS 4,542 20,461
-------- --------
TOTAL ASSETS $ 4,542 $ 20,461
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 11,660 $ 2,440
Accounts Payable - Related Party 9,263 --
-------- --------
TOTAL CURRENT LIABILITIES 20,923 2,440
-------- --------
TOTAL LIABILITIES 20,923 2,440
-------- --------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 375,000,000 shares
authorized; 30,000,000 shares issued and outstanding
as ofOctober 31, 2012 and January 31, 2012 30,000 30,000
Additional paid-in capital 30,000 30,000
Deficit accumulated during exploration stage (76,381) (41,979)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (16,381) 18,021
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 4,542 $ 20,461
======== ========
See Notes to Financial Statements
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AMERICAS DIAMOND CORP.
(f/k/a IMPACT EXPLORATIONS INC.)
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
January 6, 2010
Three Months Three Months Nine Months Nine Months (inception)
ended ended ended ended through
October 31, October 31, October 31, October 31, October 31,
2012 2011 2012 2011 2012
------------ ------------ ------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- --
EXPENSES
General and Administrative 3,963 990 21,632 3,373 32,411
Mineral Exploration Expense -- -- -- 10,000 14,000
Professional Fees 7,770 1,600 12,770 6,300 29,970
------------ ------------ ------------ ------------ ------------
TOTAL EXPENSES 11,733 2,590 34,403 19,673 76,381
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (11,733) $ (2,590) $ (34,403) $ (19,673) $ (76,381)
============ ============ ============ ============ ============
BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 30,000,000 30,000,000 30,000,000 30,000,000
============ ============ ============ ============
See Notes to Financial Statements
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AMERICAS DIAMOND CORP.
(f/k/a IMPACT EXPLORATIONS INC.)
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
January 6, 2010
Nine Months Nine Months (inception)
ended ended through
October 31, October 31, October 31,
2012 2011 2012
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(34,403) $(19,673) $(76,381)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Deposit -- 10,000 --
Accounts Payable 9,220 -- 11,660
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (25,182) (9,673) (64,721)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - Related Party 9,263 -- 9,263
Issuance of common stock -- -- 60,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 9,263 -- 69,263
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (15,920) (9,673) 4,542
CASH AT BEGINNING OF PERIOD 20,461 30,683 --
-------- -------- --------
CASH AT END OF PERIOD $ 4,542 $ 21,011 $ 4,542
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
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AMERICAS DIAMOND CORP.
(f/k/a IMPACT EXPLORATIONS INC.)
(An Exploration Stage Company)
Notes to Financial Statements
October 31, 2012
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Americas Diamond
Corp. (f/k/a Impact Explorations Inc.), have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission, and should be read in
conjunction with the audited financial statements and notes thereto contained in
Impact Explorations' Form 10-K filed with SEC. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of operations for
interim periods are not necessarily indicative of the results to be expected for
the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for
fiscal 2012 as reported in the Form 10-K have been omitted. It is management's
opinion that all adjustments necessary for a fair statement of the results of
the interim periods have been made, and all adjustments are of a normal
recurring nature.
NOTE 2. GOING CONCERN
As of October 31, 2012, Americas Diamond has not generated revenues and has
accumulated losses since inception. The continuation of Americas Diamond as a
going concern is dependent upon the continued financial support from its
shareholders, its ability to obtain necessary equity financing to continue
operations, and the attainment of profitable operations. These factors raise
substantial doubt regarding Americas Diamond's ability to continue as a going
concern.
NOTE 3. LOAN PAYABLE - RELATED PARTY
As of October 31, 2012, there is a loan payable due to Jenny Brown for $9,263,
that is non-interest bearing, unsecured and with no specific repayment terms.
NOTE 4. STOCK TRANSACTIONS
On October 15, 2012 the Company effected a 5 for 1 forward split of its issued
and outstanding share capital such that every one share of common stock issued
and outstanding prior to the split was exchanged for five post-split shares of
common stock. The Company's post-split authorized capital is now 375,000,000
shares of common stock with a par value of $0.001 per share. All share amounts
have been retroactively adjusted for all periods presented.
As of October 31, 2012 the Company had 30,000,000 shares of common stock issued
and outstanding.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
THE COMPANY
On September 14, 2012 Jenny Brown resigned as our President and Chief Executive
Officer. As a result, concurrent to Ms. Brown's resignation, we appointed Daniel
Martinez, as President, Chief Executive Officer and as a Director of our
company.
Our Board of Directors is now comprised of Jenny Brown and Daniel Martinez.
On October 8, 2012, we filed Articles of Merger with the Nevada Secretary of
State to change our name from "Impact Explorations Inc." to "Americas Diamond
Corp.", to be effected by way of a merger with its wholly-owned subsidiary
Americas Diamond Corp., which was created solely for the name change.
Also on October 8, 2012, we filed a Certificate of Change with the Nevada
Secretary of State to give effect to a forward split of our authorized, issued
and outstanding shares of common stock on a five (5) new for one (1) old basis
and, consequently, our authorized capital shall increase from 75,000,000 to
375,000,000 shares of common stock and our issued and outstanding shares of
common stock shall increase from 6,000,000 to 30,000,000, all with a par value
of $0.001.
Effective October 15, 2012, in accordance with approval from the Financial
Industry Regulatory Authority ("FINRA"), we changed our name from Impact
Explorations Inc. to Americas Gold Corp. and effected a forward split of our
authorized, issued and outstanding shares of common stock on a five (5) new for
one (1) old basis, such that, our authorized capital increased from 75,000,000
to 375,000,000 shares of common stock and our issued and outstanding shares of
common stock increased from 6,000,000 to 30,000,000, all with a par value of
$0.001.
RESULTS OF OPERATIONS
We are an exploration stage company and have generated no revenues since
inception (January 6, 2010) and have incurred $76,381 in expenses through
October 31, 2012.
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For the three months ended October 31, 2012 we incurred $11,733 in expenses.
These expenses consisted of $7,700 in professional fees and $3,963 in general
and administrative expenses. For the same three month period ended October 31,
2011 we incurred $2,590 in expenses. These expenses consisted of $1,600 in
professional fees and $990 in general and administrative expenses.
For the nine months ended October 31, 2012 we incurred $34,403 in expenses.
These expenses consisted of $12,770 in professional fees and $21,632 in general
and administrative expenses. For the same nine month period ended October 31,
2011 we incurred $19,673 in expenses. These expenses consisted of $6,300 in
professional fees, $3,373 in general and administrative expenses and $10,000 in
exploration expenses.
The following table provides selected financial data about our company for the
period ended October 31, 2012.
Balance Sheet Data: 10/31/12
------------------- --------
Cash $ 4,542
Total assets $ 4,542
Total liabilities $ 20,923
Shareholders' equity $(16,381)
Cash provided by financing activities since inception through October 31, 2012
was $15,000 from the sale of 3,000,000 shares of common stock to our officer and
director in January 2010 and on September 14, 2010 we issued a total of
3,000,000 shares of common stock to 26 unrelated shareholders for cash at $0.015
per share for a total of $45,000 pursuant to the S-1 Registration Statement we
filed with the US Securities and Exchange Commission.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at October 31, 2012 was $4,542, with $20,923 in outstanding
liabilities. Our plan of operation for the next twelve months is to continue our
exploration efforts, either on our current claim or possibly on another mineral
property if we are able to find one with better prospects than our current
property. During the quarter ended April, 2011 we paid the geologist $10,000 to
proceed with Phase 1 of the exploration program. In addition to the additional
$14,000 we may spend for Phase 2 of the exploration program as outlined below,
we anticipate spending an additional $7,000 on professional fees, including fees
payable in connection with complying with reporting obligations, and general
administrative costs. Total expenditures over the next 12 months are therefore
expected to be approximately $21,000 if we proceed with Phase 2. We are an
exploration stage company and have generated no revenue to date.
PLAN OF OPERATION
Our exploration target is to find exploitable minerals. Our success depends on
achieving that target. There is the likelihood of our current mineral claim
containing little or no economic mineralization or reserves of silver and other
minerals. There is the possibility that our current claim does not contain any
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reserves and funds that we spend on exploration will be lost. Even if we
complete our current exploration program and are successful in identifying a
mineral deposit we will be required to expend substantial funds to bring our
claim to production. We are unable to assure you we will be able to raise the
additional funds necessary to implement any future exploration or extraction
program even if mineralization is found.
The following work program has been recommended by the consulting geologist who
prepared the geology report on our current claim.
PHASE 1
Prospecting, mapping and grid controlled soil
geochemistry $ 10,000 (completed)
PHASE 2
A program of grid controlled ground magnetometer and
very low frequency electro magnetometer (VLF-EM)
surveys should be undertaken over the areas of interest
as determined by the Phase 1 program $ 14,000
--------
Total $ 24,000
========
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates.
We paid the geologist $10,000 for Phase 1 of the exploration program. On April
12, 2011 we received his report on his findings. Management is currently
pursuing additional exploration assets, and may return to this project in the
future, but the results of Phase 1 were not so good that they wish to complete
phase 2 immediately.
If we decide to move on to Phase 2 of the exploration program on our current
claim, this would be done during the summer of 2012. The estimated cost of this
program is $14,000 and will take approximately 3 weeks to complete and an
additional two to three months for the consulting geologist to receive the
results from the assay lab and prepare his report. We have a verbal agreement
with James McLeod, the consulting geologist who prepared the geology report on
our claim, to retain his services for Phase 2 of the exploration program. We
cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work after the exploration program if we
find mineralization.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
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ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer so that it may be recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms
relating to our company, particularly during the period when this report was
being prepared.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended October 31, 2012 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting
10
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
Effective November 27, 2012, our stock symbol changed from "IXPL" to "ADMC" to
better reflect the new name of our company. The symbol change became effective
with the Over-the-Counter Bulletin Board at the opening of trading on November
27, 2012.
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Registration
Statement on Form S-1, filed under SEC File Number 333-165365, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T
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SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) 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.
December 21, 2012 Americas Diamond Corp., Registrant
By: /s/ Daniel Martinez
--------------------------------------
Daniel Martinez, President and
Chief Executive Officer,
Chief Financial and Accounting Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
December 21, 2012 Americas Diamond Corp., Registrant
By: /s/ Daniel Martinez
--------------------------------------
Daniel Martinez, President and
Chief Executive Officer,
Chief Financial and Accounting Officer
1
