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EX-32.1 - CERTIFICATION PURSUANT TO 18 U.S.C. 1350 AS ADOPTED - Tuffnell Ltd.ex32-1.htm

 

U.S. Securities and Exchange Commission

Washington, D.C. 20549

 

Form 10-K

 

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

 

For the fiscal year ended September 30, 2012

 

or

 

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

 

For the transition period from ______________ to ______________

 

Commission File Number: 000-53610

 

Tuffnell Ltd.

(Exact name of registrant as specified in its charter)

 

Nevada 000-53610 26-2463465
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

14001 N. 7th Street

Bldg D107, Suite 50

Phoenix, AZ 85022

(Address of principal executive offices)

_______________________________

 

(480) 535-4999

(Registrant’s telephone number, including area code)

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $.001 par value  

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes x No ¨

 

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). [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 ¨ Smaller reporting company x

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter ended March 31, 2012: $871,780.

 

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the last practicable date: November 20, 2012:  250,540,001 shares of common stock, $.001 par value.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933:  None.

 

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Tuffnell Ltd. 

 

TABLE OF CONTENTS

 

  PART I  
Item 1 Business 6
Item 1A Risk Factors 8
Item 2 Properties 12
Item 3 Legal Proceedings 14
Item 4 Mine Safety Disclosures 15
     
  PART II  
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 15
Item 6 Selected Financial Data 16
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 16
Item 7A Quantitative and Qualitative Disclosures About Market Risk 18
Item 8 Financial Statements and Supplementary Data 19
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 20
Item 9A Controls and Procedures 20
Item 9B Other Information 21
     
  PART III  
Item 10 Directors, Executive Officers and Corporate Governance 21
Item 11 Executive Compensation 22
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 23
Item 13 Certain Relationships and Related Transactions, and Director Independence 24
Item 14 Principal Accounting Fees and Services 25
     
  PART IV  
Item 15 Exhibits, Financial Statement Schedules 26
     
Signatures 27

 

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Glossary of Mining Terms

Adit(s), Historic working driven horizontally, or nearly so into a hillside to explore for and exploit ore.

Adularia. A potassium-rich alteration mineral – a form of orthoclase.

Air track holes. Drill hole constructed with a small portable drill rig using an air-driven hammer.

BLEG sampling. Bulk leach sampling. A large sample of soil or rock that is leached using cyanide to determine gold and silver content down to a detection limit of as little as 1.0 parts per billion.

CSMT Survey. A Controlled Source Magneto-telluric geophysical method used to map the variation of the Earth’s resistance to conduct electricity by measuring naturally occurring electric and magnetic fields at the Earth’s surface.

Controlled Source Magneto-telluric Survey (CSMT). The recording of variations in a generated electrical field using sophisticated geophysical survey methods.

Core holes. A hole in the ground that is left after the process where a hollow drill bit with diamond chip teeth is used to drill into the ground. The center of the hollow drill fills with the core of the rock that is being drilled into, and when the drill is extracted, a hole is left in the ground.

Felsic Tertiary Volcanic Rocks. Quartz-rich rocks derived from volcanoes and deposited between two and sixty-five million years ago.

Geochemical sampling. Sample of soil, rock, silt, water or vegetation analyzed to detect the presence of valuable metals or other metals which may accompany them. For example, arsenic may indicate the presence of gold.

Geologic mapping. Producing a plan and sectional map of the rock types, structure and alteration of a property.

Geophysical survey. Electrical, magnetic, gravity and other means used to detect features, which may be associated with mineral deposits

Ground magnetic survey. Recording variations in the earth’s magnetic field and plotting same.

Ground radiometric survey. A survey of radioactive minerals on the land surface.

Leaching. Leaching is a cost effective process where ore is subjected to a chemical liquid that dissolves the mineral component from ore, and then the liquid is collected and the metals extracted from it.

Level(s), Main underground passage driven along a level course to afford access to stopes or workings and provide ventilation and a haulage way for removal of ore.

Magnetic lows. An occurrence that may be indicative of a destruction of magnetic minerals by later hydrothermal (hot water) fluids that have come up along faults. These hydrothermal fluids may in turn have carried and deposited precious metals such as gold and/or silver.

Patented or Unpatented Mining Claim. In this Annual Report, there are references to “patented” mining claims and “unpatented” mining claims. A patented mining claim is one for which the U.S. government has passed its title to the claimant, giving that person title to the land as well as the minerals and other resources above and below the surface. The patented claim is then treated like any other private land and is subject to local property taxes. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If one purchases an unpatented mining claim that is later declared invalid by the U.S. government, one could be evicted.

Plug. A vertical pipe-like body of magma representing a volcanic vent similar to a dome.

Quartz Monzonite. A medium to coarse crystalline rock composed primarily of the minerals quartz, plagioclase and orthoclase.

Quartz Stockworks. A multi-directional system of quartz veinlets.

RC holes. Short form for Reverse Circulation Drill holes. These are holes left after the process of Reverse Circulation Drilling.

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Resource. An estimate of the total tons and grade of a mineral deposit defined by surface sampling, drilling and occasionally underground sampling of historic diggings when available.

Reverse circulation drilling. A less expensive form of drilling than coring that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not give as much information about the underlying rocks.

Rhyolite plug dome. A domal feature formed by the extrusion of viscous quartz-rich volcanic rocks.

Scintillometer survey. A survey of radioactive minerals using a scintillometer, a hand-held, highly accurate measuring device.

Scoping Study. A detailed study of the various possible methods to mine a deposit.

Silicic dome. A convex landform created by extruding quartz-rich volcanic rocks

Stope(s), An excavation from which ore has been removed from sub-vertical openings above or below levels.

Tertiary. That portion of geologic time that includes abundant volcanism in the western U.S.

Trenching. A cost effective way of examining the structure and nature of mineral ores beneath gravel cover. It involves digging long usually shallow trenches in carefully selected areas to expose unweathered rock and allow sampling.

Volcanic center. Origin of major volcanic activity

Volcanoclastic. Coarse, unsorted sedimentary rock formed from erosion of volcanic debris.

 

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Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of Tuffnell Ltd. (hereinafter referred to as the “Company,” “Tuffnell Ltd.” or “we”) and other matters. Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. One can find many of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

The Company has based the forward-looking statements relating to the Company’s operations on management’s current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

PART I

 

Item 1.    Business

 

Tuffnell Ltd. (the “Company”) is seeking to become a producer of gold and silver ore, and of other precious metals. The Company presently holds exclusive property option agreement on a mining prospect in the state of Arizona. The undeveloped properties are being evaluated by the Company.

 

The Company  is seeking to acquire additional undeveloped gold and silver mining properties and will seek to evaluate such properties upon their acquisition.

 

We intend to pursue growth opportunities through organic growth, as well as through an opportunistic acquisition strategy.

 

  · Organic growth. We will evaluate opportunities to discover and exploit previously untapped reserves.

 

  · Acquisitions. Reserve transactions and joint ventures. We intend to pursue value-enhancing acquisitions, reserve transactions and joint venture opportunities.

 

Plan of Operations

 

Overview

 

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. Our primary focus in the natural resource sector is gold.

 

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the properties we have contain commercially exploitable reserves.  Exploration for natural resource reserves is a speculative venture involving substantial risks. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost. To date, we have one property under option.

 

History

 

The Company was incorporated in the State of Nevada on July 26, 2007. On February 26, 2010, the Company’s principal shareholder entered into a stock purchase agreement which provided for the sale of 126,000,000 shares of Common Stock of the Company to George Dory. Effective February 26, 2010, Mr. Dory was appointed President, Secretary, Treasurer and Director of the Company. On August 29, 2011, Mr. Dory resigned from such positions and Mr. Robert D. Coale was appointed President, Secretary, Treasurer and Director of the Company. Mr. Dory remains a shareholder of the Company.

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Our common stock is traded on the Over-the-Counter Bulletin Board (OTCBB), under the ticker symbol “TUFF” and is reported on http://www.otcbb.com.

 

Market Outlook

 

Market indicators have shown increased strength for gold, silver and certain other metals during recent years.

 

Potential causes of constrained supply may include the difficulty in obtaining capital funding and obtaining mining permits.

 

Recent developments related to mineral exploration are expected to result in greater regulatory oversight, and may result in more stringent regulations and perhaps additional legislation. These developments add further uncertainty and may cause additional constraints. As the economy continues to recover, demand for gold, silver and certain other metals may rise. Increased demand, coupled with supply constraints, could result in increased demand.

 

Potential legislation, regulation, treaties and accords at the local, state, federal and international level, and changes in the interpretation or enforcement of existing laws and regulations, have created uncertainty and could have a significant impact on demand and our future operational and financial results. For example, the increased scrutiny of surface and underground exploration could make it difficult to receive permits or could otherwise cause production delays in the future.

 

Sales and Marketing

 

Although the Company does not presently have any marketing staff, we intend to contract with third-party producers to mine future owned or leased properties on a rate per ounce or cost plus basis.  We intend to sell any gold, silver and other metals produced by our future operations and third-party producers.  Our future sales and marketing group may include personnel dedicated to performing sales functions, transportation, distribution, market research, contract administration, and credit/risk management activities.

 

Suppliers

 

Because we do not intend to mine and process any mineral that we may find, but rather to sell or option these to major mining companies for exploitation, we are not subject to difficulties in the supply of commodities, machinery, equipment, or other goods uses in the production of minerals. 

 

Competition

 

The gold and silver mining industry is highly competitive.

 

A number of factors beyond our control affect the markets for gold, silver and other metals. Continued demand for any production and the prices obtained by us depend primarily on the consumption patterns of such industries in the U.S. and elsewhere around the world; the availability, location, cost of and price of competing sources. The most important factors on which we will compete are delivered price (i.e., including transportation costs, which may be paid by our customers), gold and silver quality characteristics and reliability of supply.

 

Asset Retirement Obligations

 

Asset retirement obligations will primarily represent the present value of future anticipated costs to restore surface land to levels equal to or greater than pre-mining conditions, as required by the Surface Mining Control and Reclamation Act (SMCRA).

 

Remediation Obligations

 

Remediation obligations primarily represent the present value of future anticipated costs for restoration of surface conditions and water treatment as required by mining permits.

 

Regulatory Matters

 

Federal and state authorities regulate the mining industry with respect to matters such as employee health and safety, permitting and licensing requirements, the protection of the environment, plants and wildlife, the reclamation and restoration of properties after exploration has been completed. We may in the future be required to incur significant costs to comply with these laws and regulations.

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Future legislation and regulations are expected to become increasingly restrictive, and there may be more rigorous enforcement of existing and future laws and regulations. Depending on the development of future laws and regulations, we may experience substantial increases in equipment and exploration costs and may experience delays, interruptions or termination of operations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal fines or penalties, the acceleration of cleanup and site restoration costs, the issuance of injunctions to limit or cease operations and the suspension or revocation of permits and other enforcement measures that could have the effect of limiting exploration activities on our properties.

 

Employees

 

Currently, we have no full time employees. Our sole officer and three Directors provide planning and organizational services on a part-time basis.

 

 

Item 1A. Risk Factors

 

General Risks

 

Our auditors have issued a going concern opinion expressing substantial doubt that we can continue as a going concern.

 

The probability of our prospective mining claims having commercial reserves is unlikely, and any funds spent on exploration will probably be lost.  There is a high possibility that our claims will not contain any commercial reserves, or will contain reserves which are not economically feasible to recover.  

 

We will need additional funding to initiate and complete the exploration processes that may be recommended by engineers.  Even if we raise all of the funds which we intend to raise in any future offerings, we may not have enough capital to complete the exploration phases recommended in the geological evaluation reports of our contracted mining engineer with regard to our claims.  To complete the recommended exploration phases, we will be required to raise additional capital through securities offerings, debt or loans, or from our officers or directors.  We cannot guarantee that we will be able to raise the capital necessary to complete the recommended phases of exploration of our present or future properties.  If we are unable to raise additional capital, and cannot complete the recommended exploration phases, we will not be able to successfully begin operations and will not be able to realize any revenue.  As a result, we would be forced to cease all operations.

 

The Company has not commenced any production, thus it has had no revenues and faces a high degree of risk.  We do not own any currently producing properties, nor own any property that has proven reserves of commercially viable quantities of valuable metals.  Accordingly, we have no revenues and we have no way to evaluate the likelihood that our business will be successful. We have been involved primarily in organizational activities, due diligence on potential claims and preliminary exploration activities relating to our Little Butte property.  We have not generated any revenues since our inception.

 

Difficulties are normally encountered by new mineral exploration companies and there is a high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays encountered in connection with the exploration of mineral properties. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Prior to completion of our exploration stages, we anticipate that we will continue to incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the development of our mining properties and the production of minerals from our claims, we will not be able to earn profits or continue operations. If we are unsuccessful in addressing these risks, the business of the Company could fail.

 

We lack a significant operating history and have losses which we expect to continue into the future.   We were incorporated on July 26, 2007, and we have not started any significant development of our mining properties or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to explore our mining claims and our ability to generate revenues from operations from our claim.  Based upon our current plans, we expect to incur operating losses in the foreseeable future.  This will happen because there will be expenses associated with the research and exploration of our present and future mineral properties when they are acquired, and we may not generate revenues in the future.   Failure to generate revenues may cause us to suspend or cease activities.

 

Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing reserve may go undiscovered. Without a reserve or commercial mining operations, we cannot generate revenues unless we sell our mining claims or other mining rights.

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Because we will have to spend additional funds to determine if we have commercial reserves, we will have to raise additional money or risk having to cease our operations.  Even if we complete an exploration program and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling, testing, exploration, and engineering studies before we will know if we have a commercially viable gold and copper deposit.  Because our current capitalization is insufficient to achieve such further drilling, testing, exploration, and engineering studies, it will be necessary to raise additional funds.  If we are unable to raise such funds, we would be forced to suspend or cease our activities.

 

Because our officer and directors of the Company have other business activities and will only be devoting a percentage of their time to our operations, our operations may be sporadic with periodic interruptions or suspensions of exploration.

Risks in the Mining Industry

 

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages which could hurt our financial position and possibly result in the failure of our business.  Mineral exploration and development involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins, and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material, adverse effect on our financial position, or could cause us to cease operations.

 

If we discover commercial reserves of precious metals on our mineral properties, we can provide no assurance that we will be able to successfully advance the mineral claims into commercial production.  If our exploration program is successful in establishing the existence of gold and copper of commercially and economically viable tonnage and grade on any of our claims, we will require additional funds in order to begin operations of commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for the minerals, investor acceptance of our claims, and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. The most likely source of future funds is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. We may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible.

 

If access to our mineral claims is restricted by inclement weather, we may be delayed in our exploration and any future mining efforts.  It is possible that snow, rain, or other environmental factors could cause the mining roads providing access to our future claims to become impassable. If the roads are impassable, we would be delayed in our exploration timetable and incur unforeseen expenses.

 

If we become subject to burdensome government regulation or other legal uncertainties, our business will be negatively affected.  There are federal and state governmental regulations that oversee and materially restrict mineral property exploration and development. Under United States, Canada and other mining laws, to engage in certain types of exploration will require work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While such laws will not affect our future exploration plans, if we begin drilling operations on our properties, we will incur such regulatory oversight and regulatory compliance costs.

 

In addition, the legal and regulatory environment that pertains to the exploration of gold and silver is subject to change. Change in existing regulations and new regulations could increase our costs of doing business, and prevent us from beginning or continuing operations.

 

Gold and silver exploration and development is a highly competitive industry.  The Company faces competition from multinational, national, and regional companies.  Many of the Company’s competitors are larger, longer established, and have far greater financial resources and exploration and operational experience than our Company. The Company may be unable to compete effectively.

 

Individuals are not subject to onerous accreditation and licensing requirements prior to beginning mineral exploration and prospecting activities, and as such the Company, in seeking available opportunities, will compete with numerous individuals and companies, including established, multi-national companies that have substantially more experience and resources than our Company

 

Because of consumer demand, the demand for any gold, silver and copper that we may recover from our future claims may be slowed, resulting in reduced revenues to the Company.  Our success will be dependent primarily on the demand for gold and silver. If consumer or industrial demand slows our revenues may be significantly affected. This could limit our ability to generate revenues, and our financial condition and operating results may be harmed, possibly resulting in loss of investment.

 

The prices of gold and silver metal are volatile, and price changes are beyond our control.  The price of base metals fluctuates.  The prices of base metals have been and will continue to be affected by numerous factors beyond our control.  Factors that affect such metals include the demand from consumers, economic conditions, over supply from secondary sources, and costs of production.  Price volatility and downward price pressure, which can lead to lower prices, could have a material adverse effect on the costs and the viability of our operations.

 

The volatility of gold or silver prices in general may adversely affect our exploration efforts.  If prices for these metals decline, it may not be economically feasible for us to continue our exploration of our properties or to interest a joint venture partner in funding exploration or developing commercial production at our properties.  We may make substantial expenditures for exploration or development of the properties, which cannot be recovered if production becomes uneconomical. Gold and silver prices historically have fluctuated widely, based on numerous factors including, but not limited to:

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·industrial and jewelry demand;
·market supply from new production and release of existing bullion stocks;
·central bank lending, sales and purchases of gold or copper;
·forward sales of gold and silver by producers and speculators;
·production and cost levels in major metal-producing regions;
·rapid short-term changes in supply and demand because of speculative or hedging activities; and
·macroeconomic factors, including confidence in the global monetary  system; inflation expectations; interest rates and global or regional political or economic events.

 

Gold and silver exploration and prospecting is highly competitive and speculative business and we may not be successful in seeking available opportunities.

 

Because we may not have the financial and managerial resources to compete with other companies, we may not be successful in our efforts to acquire projects of value, which, ultimately, become productive. However, while we compete with other exploration companies for the rights to explore other claims, there is no competition for the exploration or removal of mineral from our prospective claims by other companies, as we have no agreements or obligations that limit our right to explore or remove minerals from our prospective claims.

 

Compliance with environmental considerations and permitting could have a material adverse effect on the costs or the viability of our projects. The historical trend toward stricter environmental regulation may continue, and, as such, represents an unknown factor in our planning processes.

 

All mining is regulated by the government agencies at the federal, state and county levels of government in the United States.  Compliance with such regulation has a material effect on the economics of our operations and the timing of project development.  Our primary regulatory costs are expected to be related to filing fees pertaining to the location of unpatented mining claims which were staked on Federal ground.  In the event mineralization of commercial interests would be found by the exploration program, obtaining licenses and permits from government agencies before the commencement of mining activities would be very expensive and time consuming. An environmental impact study may be required to be undertaken on our property in order to obtain governmental approval to commence and conduct mining on our properties.

 

The possibility of more stringent regulations exists in the areas of worker health and safety, the dispositions of wastes, the decommissioning and reclamation of mining and milling sites and other environmental matters, each of which could have an adverse material effect on the costs or the viability of a particular project. Compliance with environmental considerations and permitting could have a material adverse effect on the costs or the viability of our projects.

 

We face substantial governmental regulation.

 

Safety

 

If we commence mining operations in the United States, for example, we will be subject to inspection and regulation by the Mine Safety and Health Administration of the United States Department of Labor ("MSHA") under the provisions of the Mine Safety and Health Act of 1977.  The Occupational Safety and Health Administration ("OSHA") also has jurisdiction over safety and health standards not covered by MSHA. 

 

Current Environmental Laws and Regulations

 

We must comply with environmental standards, laws and regulations that may result in greater or lesser costs and delays depending on the nature of the regulated activity and how stringently the regulations are implemented by the regulatory authority. The costs and delays associated with compliance with such laws and regulations could stop us from proceeding with the exploration of a project or the operation or future exploration of a mine.  Laws and regulations involving the protection and remediation of the environment and the governmental policies for implementation of such laws and regulations are constantly changing and are generally becoming more restrictive.  We may make significant expenditures in the future to comply with such laws and regulations.  These requirements include regulations under many state and U.S. Federal laws and Regulations, including:

 

·the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA" or "Superfund") which regulates and establishes liability for the release of hazardous substances;
·the U.S. Endangered Species Act;
·the Clean Water Act;
·the Clean Air Act;
·the U.S. Resource Conservative and Recovery Act ("RCRA");
·the Migratory Bird Treaty Act;
·the Safe Drinking Water Act;
·the Emergency Planning and Community Right-to-Know Act;
·the Federal Land Policy and Management Act;
·the National Environmental Policy Act; and
·the National Historic Preservation Act.
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The United States Environmental Protection Agency continues the development of a solid waste regulatory program specific to mining operations such as our proposed operation, where the mineral extraction and beneficiation wastes are not regulated as hazardous wastes.

 

Our future properties may be in a historic mining district with past production and abandoned mines.  We may be exposed to liability, or assertions of liability that would require expenditure of legal defense costs under joint and several liability statutes for cleanup of historical wastes that have not yet been completed.

 

Environmental Regulations

 

Environmental laws and regulations may also have an indirect impact on us, such as increased costs for electricity due to acid rain provisions of the United States Clean Air Act Amendments of 1990. Charges by refiners to which we may sell any metallic concentrates and products have substantially increased over the past several years because of requirements that refiners meet revised environmental quality standards.  We have no control over the refiner's operations or their compliance with environmental laws and regulations.

 

Potential Legislation

 

Changes to the current laws and regulations governing the operations and activities of mining companies, including changes in permitting, environmental, title, health and safety, labor and tax laws, are actively considered from time to time. We cannot predict such changes, and such changes could have a material adverse impact on our business.  Expenses associated with the compliance with such new laws or regulations could be material. Further, increased expenses could prevent or delay exploration projects and could, therefore, affect future levels of mineral production.

 

Governmental Regulation

 

If we commence mining operations in the future, we will be subject to inspection and regulation by:

 

·Mine Safety and Health Administration of the United States Department of Labor ("MSHA") under the provisions of the Mine Safety and Health Act of 1977
·The Occupational Safety and Health Administration ("OSHA") also has jurisdiction over safety and health standards  not covered by MSHA.

 

Environmental Liability

 

We are subject to potential risks and liabilities associated with pollution of the environment and the disposal of waste rock and materials that could occur as a result of our mineral exploration and production.  To the extent that we are subject to environmental liabilities, the payment of such liabilities or the costs that we may incur to remedy environmental pollution would reduce funds otherwise available to us and could have a material adverse effect on our financial condition or results of operations. If we are unable to fully remedy an environmental problem, we might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy. The potential exposure may be significant and could have a material adverse effect on us.  We have not purchased insurance for environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) because it is not generally available at a reasonable price.

 

Environmental Permits

 

All of our exploration activities will be subject to regulation under one or more of the various State and Federal environmental laws and regulations in the U.S. and in other countries. Many of the regulations require us to obtain permits for our activities.  We must update and review our permits from time to time, and are subject to environmental impact analyses and public review processes prior to approval of the additional activities.  It is possible that future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have a significant impact on some portion of our business, causing those activities to be economically re-evaluated at that time.

 

Those risks include, but are not limited to, the risk that regulatory authorities may increase bonding requirements beyond our financial capabilities.  The posting of bonding in accordance with regulatory determinations is a condition to the right to operate under all material operating permits, and therefore increases in bonding requirements could prevent our operations from continuing even if we were in full compliance with all substantive environmental laws.

 

There may be possible title defects on our future mining claims.

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Undetected title defects could affect our interests in future mining claims acquired and owned by the Company in the future.  We will investigate title to our future claims and may not obtain title opinions and title insurance with respect to such claims. This should not be construed as a guarantee of title and there is no guarantee that the title to our future properties will not be challenged or impugned. Any challenge to our title could delay the exploration, financing, and development of the property and could ultimately result in the loss of some or all of our interest in our properties.  Our properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by undetected defects.

 

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 activities.

 

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials when financing becomes available. 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.

 

Item 1B.  Unresolved Staff Comments.

 

None

 

Item 2.   Properties.

 

The principal executive offices of the Company are leased and located at 14001 N. 7th Street, Bldg D107, Suite 50, Phoenix, AZ 85022.

 

Mineral Exploration Property - Little Butte

 

On March 12, 2010, the Company entered into an Option Agreement (the "Agreement") with MinQuest, Inc. ("MinQuest"), an unaffiliated third party, whereby MinQuest granted the Company the sole and exclusive right and option to acquire an undivided 100% right, title and interest in and to the Little Butte property located in LaPaz County, Arizona subject only to a royalty,  The Little Butte property is located approximately 4.5 miles north of Bouse AZ, which, is the closest town. The property is easily accessed by travelling north from Bouse on Highway 72, on a well marked gravel road which goes past the property. The property has no water or electrical services and is accessible by a car or truck. There is no equipment on site apart from a few empty above ground processing tanks.

 

Little Butte land status: MinQuest Inc. holds the property via 85 unpatented mining claims which are 100 percent owned and seven patented claims, which are optioned with no retained royalty.  Twelve of the 85 unpatented claims were recently staked, bringing the total land package to approximately 1,840 acres.  The Company has optioned the entire property package from MinQuest, Inc.

 

Under the terms of the Agreement, MinQuest, Inc. has granted the Company the sole and exclusive option to acquire a 100% undivided interest in the property by making US cash payments to MinQuest, Inc. of $39,261(Paid), $10,000 (Paid) on or before February 25, 2011, $20,000 (Paid) on or before March 12, 2011, $20,000 (Paid) on or before the February 25, 2012, $30,000 (Paid) on or before March 12, 2012, $30,000 on or before February 25, 2013, $40,000 on or before March 12, 2013, $40,000 on or before February 25, 2014, $50,000 on or before March 12, 2014, $175,000 on or before February 25, 2015, $60,000 on or before March 12, 2015, $60,000 on or before March 12, 2016 and $60,000 on or before March 12, 2017. The Company shall also be responsible for making all necessary property payments and taxes to keep the property in good standing.

 

The Company shall complete the following exploration expenditures on the property as follows: (i) $250,000 on or before the first anniversary of the signing of the Agreement (ii) $250,000 on or before the second anniversary of the signing of the Agreement; (iii) $300,000 on or before the third anniversary of the signing Agreement; (iv) $300,000 on or before the fourth anniversary of the signing of the Agreement; (v) $300,000 on or before the fifth anniversary of the signing of the Agreement; (vi) $300,000 on or before the sixth anniversary of the signing of the Agreement; and (vii) $300,000 on or before the seventh anniversary of the signing of the Agreement. 

 

As of September 30, 2012, the Company has paid $119,261 in option payments and $698,450 in exploration expenditures. The Company is required to complete $800,000 in exploration expenditures on or before March 12, 2013, a shortfall of $101,550 in exploration expenditures. The Company is in good standing pursuant to the terms of the Agreement.

 

If and when the option has been exercised, a 100% right title and interest in and to the property shall vest in the Company free and clear of all charges except for the Royalty. The Company may terminate the Agreement at any time by giving 30 days notice of such termination of the Agreement.

 

If the Company is in default of the Agreement, MinQuest may terminate the Agreement but only if:

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(a) MinQuest has first given the Company notice of the default containing particulars of the obligations which the Company has not performed and (b) the Company has not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance.

 

On April 27, 2010, MinQuest and the Company entered into an Option Amendment Agreement wherein the date of first payment was extended from March 12, 2010, as set out in the option agreement dated March 12, 2010 above, to April 30, 2010.  On April 29, 2010, the Company made the first payment of $39,261 to MinQuest in accordance with the Agreement.

The first claims in the area, which became known as the Plomosa Mining District, were staked in the 1890’s.  The largest producer was the Little Butte Copper Mine, from which copper-gold ore was mined averaging 4-6 percent copper and 0.2-0.3 oz/ton (7-10 g/t) gold according to 1940-1942 records.  Earlier production appears to have been conducted on somewhat higher grade material, but production figures are not available.  The ore was mined from a northwest trending fault zone which dips to the northeast.  The host rocks are Tertiary age sediments   hosted by Precambrian granite.  These high angle quartz-hematite veins dominantly trend north to northeasterly but some trend northwesterly. Gold was mined from workings west and southwest of the Little Butte Copper Mine   The only recorded production from these areas, dated 1910 and 1911, averaged 1.13 oz/ton (38.7 g/t) gold.  Total recorded production (1910-11, 1929-31, 1940-42 only) for the district is only 5,000 ounces of gold, 350,000 pounds of copper and 7,000 ounces of silver.

 

The most recent attempt to mine in the district was conducted in 1960 when Loma Grande Mining Company attempted to vat leach gold using cyanide.  The venture failed, apparently because of a lack of experience on the part of the operator.  In the period 1983 to 1990 several significant exploration programs were conducted.  Tenneco drilled 6,005 feet in 24 holes in the granitic basement rocks south of Little Copper Butte in 1983-84.  U.S. Borax drilled 8,790 feet in 18 holes in the southwestern part of the district in 1984-86.  Homestake drilled 20,200 feet in 54 holes in sediments in the northern portion of the district in 1988-91.  Only U.S. Borax analyzed drill cuttings for copper.  All other drilling was only analyzed for gold.  MinQuest, Inc. has conducted some analysis for copper.

 

Current State of Exploration

Little Butte Properties

 

On July 14, 2010 the Company announced completion of its preliminary Phase 1 drilling tests for its Little Butte project. A total of 12 reverse circulation (RC) holes were drilled for a total of 3,979 feet, although three holes were lost before reaching the planned depth.

 

On March 28, 2011 the Company announced the drill and assay results of the Phase II Exploration program at the Little Butte Gold/Copper Project. Core drilling confirmed the north-northwest strike and vertical to steeply east-northeast dip of multiple veins. High gold and copper values were confirmed and a possible flat-lying secondary copper blanket identified at the elevation of the paleo-water table. Drilling consisted of seven NQ core holes for a total of 1,187 feet.

 

On April 19, 2012, the Company announced the drill and assay results of its Phase III drilling program completed late last year which consisted of 16 east-west angle holes across a north-south trending geophysical target. The drilling program included 5,395 feet of reverse circulation (RC) angled drilling and one deeper vertical hole to test an interpreted intrusive associated with the anomaly. Some highlights of the drilling program include:

 

- Gold mineralization discovered 800 feet north of the known veins under gravel cover. LB-1110 contains 55 feet averaging 0.050 oz/ton (1.73 g/t) gold including 20 feet averaging 0.088 oz/ton (3.06 g/t) gold.

 

- Ore grade gold was extended west from the discovery hole in LB-1106. This hole intersected a combined 160 feet of +0.01 oz/ton gold mineralization. This includes 40 feet averaging 0.01 oz/ton (0.34 g/t) gold and 120 feet averaging 0.033 oz/ton (1.13 g/t) gold.

 

In September 2012 the Company continued its district-wide study of Little Butte project area to determine what other drilling targets occur on the property. The company has obtained sample pulps from historic drilling of nearly 50 holes scattered throughout the project and has conducted a 34-element analysis of these pulps. Previously only analyzed for gold, copper content as well as other element analyses will be used to determine elemental zonation and to target shallow targets similar to those currently being tested. Plotting of higher temperature elements may help target a postulated large intrusive body at depth, a deep drilling target Tuffnell plans on testing in a later program. The samples are being analyzed and results are pending.

 

Geology and Mineralization:  Basement rocks at Little Butte consist of Precambrian age granite, gneiss and to a lesser extent, schist.  Tertiary age sediments and volcanics were deposited on the Precambrian rocks beginning with a basal conglomerate derived from the basement.

 

Above the conglomerate is a thick section of arkose-rich sediments.  This section, which also contains siltstone, limestone and a few tuffaceous units, is often calcareous.  The arkosic portion of the section hosts the bulk of the copper-gold mineralization tested by Homestake.

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Above the arkose-rich section there is a rapid change to volcanic dominated strata.  Andesitic to basaltic flows and tuff are interbedded with lesser limestone, sandstone, shale and siltstone. Andesite to rhyolite dikes are common.  All of the above rocks, with the possible exception of some younger basalt flows and mafic dikes are altered by the mineralizing event.

Doming, caused by the inferred emplacement of a Tertiary age intrusive, has tilted older Tertiary sediments and erosion has exposed Precambrian basement rocks.  This doming has a northwest elongation parallel to the regional bedding trend.  Regionally, rocks dip southwest, but around the dome rocks dip off of the former high.  The most prominent structures trend northwest, with northeast faults less conspicuous and north-south faults common but poorly defined.  The northwest and northeast sets appear to be tensional features while the north-south set is strike slip in origin. The northwest set is dominant, probably younger than other trends and may be in part post-mineral.  Rotation along half-graben faults is evident especially along northwest trending faults in the northeastern portion of the district.  The north-south and northeast structure sets appear most mineralized.

 

Quartz-hematite-sulfide (oxidized) stockworks and sheeted vein structures are found within the granitic basement rocks over a 3,000 feet by 4,000 feet area.  A recently completed study of stockwork veining within this area shows alteration and mineralization characteristic of a Grasberg style system.  Early widespread intense potassic alteration is cut by hematite veins and then by quartz-sulfide veins.  Grab samples used in the study and containing quartz-sulfide veins assayed as high as 1.05 oz/t (36 g/t) gold.  Fluid inclusion temperatures, as well as the lack of skarn, indicate the current level of erosion is high in the mineralizing system.  The gold seen at surface could be leakage from a much larger mineralized cupola occurring above an intrusive body at depth. While the immediate target is the shallow sediment hosted mineralization, at some point deeper drilling will be needed to test the stockworks and the deep cupola.

 

A detachment fault has been documented south of the district.  No associated mineralization has been found.

 

Plotting of all known rock chip and drill hole geochemistry for the district shows a distinct metal zonation.  A molybdenum rich core (>50ppm) is surrounded by a generally northeast trending copper-gold zone where many samples average greater than 0.1 % copper and 0.15 ppm gold.  This zone as currently defined is 6,500 feet wide and 13,000 feet long.  It is open ended.  Anomalous lead-zinc-silver is found south of the copper-gold zone.  Fluorite and barite are also common in the district, but insufficient analyses were conducted to determine their zonal pattern.

 

Copper-gold mineralization occurs as two basic types at Little Butte. High angle faults, shear zones, and stockworks (as mentioned above) contain copper/gold mineralization in the form of quartz-hematite-sulfide (oxidized) veinlets.  This structure hosted mineralization was slightly tested by Tenneco whose stated target was actually flat lying detachment fault hosted gold.  Scattered drilling in the granitic basement found several narrow intercepts of 0.01-0.08 oz/ton (0.34-2.7 g/t) gold.

 

Secondly, copper/gold mineralization also occurs in arkose of Tertiary age just above the contact with Precambrian granite.  A 1988-91 gold exploration program by Homestake found several potentially ore grade drill intercepts (best hole contained 21 meters averaging 0.127 oz/ton or 4.4 g/t) gold hosted by the arkose.  Several other +0.04 oz/ton (1.4 g/t) intercepts occur across the tested area. The mineralization is all oxide and appears to be heap leachable as shown by the few bottle roll tests done. 

 

No copper analysis of drill cuttings was done by Homestake.  MinQuest, Inc. obtained the drilling pulps and have analyzed some holes for soluble copper. Of 11 holes studied, scattered over nearly 3 km 2, six were found to contain greater than 30 meters averaging greater than 0.10  percent acid soluble copper.  The best hole contains 93 meters averaging 0.25 percent copper.

 

Targets: The immediate target at Little Butte is gold associated with arkosic sediments.  The arkose hosted mineralization discovered by Homestake has a resource potential of approximately 1.0 million ounces of heap leachable grade gold (+0.01 oz/ton).  Homestake tested only a small portion of the 13,000 feet by 6,500 feet zone which is open ended.  This target is located peripheral to the altered quartz-hematite stockwork area.  The same area has oxide copper potential as shown above. Finding major feeder structures, which channel mineralization into the arkose, is the key to finding the targeted size and grade of mineralization.  The area known as the Walker Patented Claims (Walker Target) have enough historic drilling to outline a small shallow resource. Fill-in and extension drilling of this target is the initial program planned for the property. Past bottle roll metallurgy shows good gold recoveries.   This is an open pit heap leach target that has room to grow.

 

A compilation of all available work in the district shows copper-gold occurs within a large open-ended zone.  A central molybdenum anomaly roughly correlates with copper-gold bearing quartz-hematite-sulfide  stockwork veining and potassic alteration.  This same assemblage (Cu-Au-FeOx) is found in a number of world class copper-gold porphyries throughout the world including Grasberg in Indonesia.  The target is copper-gold in a large stockwork zone associated with a Tertiary age intrusive at depth.  The strength of mineralization may increase as one approaches the intrusive.  Although no skarns are present on the property, fluid inclusion temperatures of +250 o C for quartz veins indicate the Tertiary intrusive related target is within a drillable depth.  The Grasberg deposit consists of 1 billion tons grading 1.4 percent copper and 0.06 oz/ton gold.  This is an underground, block cavable target.

 

Item 3.  Legal Proceedings.

 

The Company is not currently a party in any legal proceedings, and there has been no previous bankruptcy, receivership, or similar proceedings involving the Company.

14
 

Item 4.  Mine Safety Disclosures

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) and Item 104 of Regulation S-K require certain mine safety disclosures to be made by companies that operate mines regulated under the Federal Mine Safety and Health Act of 1977. However, the requirements of the Act and Item 104 of Regulation S-K do not apply as the Company does not engage in mining activities. Therefore, the Company is not required to make such disclosures.

 

PART II

 

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

General

 

The Common Stock of the Company is currently traded on the over-the-counter Bulletin Board market, and is quoted under the symbol TUFF.

 

Market Price

 

The following table sets forth the range of high and low closing bid prices per share of the Common Stock of the Company (reflecting inter-dealer prices without retail mark-up, mark-down or commission and may not represent actual transactions) for the periods indicated.

 

   

High Closing

Bid Price

   

Low Closing

Bid Price

 
Year Ended September 30, 2011            
1 st Quarter   $ .21     $ .12  
2 nd Quarter   $ .28     $ .13  
3 rd Quarter   $ .26     $ .05  
4 th Quarter   $ .11     $ .06  

 

   

High Closing

Bid Price

   

Low Closing

Bid Price

 
Year Ending September 30, 2012                
1 st Quarter   $ .06     $ .01  
2 nd Quarter   $ .04     $ .01  
3 rd Quarter   $ .02     $ .01  
4 th Quarter   $ .01     $ .01  

 

_______________________________

 

Stock Transfer Agent

 

The transfer agent of the Company is Empire Stock Transfer, 1859 Whitney Mesa Dr Henderson, NV 89014, Telephone (702) 818-5898.

 

Dividends

 

On March 18, 2011 the Company filed a certificate of change with the Secretary of State of the State of Nevada which increased the authorized number of shares of common stock from 75,000,000 shares to 300,000,000 shares $.001 par value.

 

Following a Directors’ resolution by written consent, the Company’s Board of Directors approved a 4 for 1 common stock split effected in the form of a dividend of the Company’s issued and outstanding common stock, effective March 24, 2011. The Company had 59,876,667 common shares issued and outstanding prior to the stock-split and 239,506,668 common shares issued and outstanding following the stock-split. The stock-split is presented retroactively herein.

15
 

Item 6.  Selected Financial Data

 

    Year Ended     Year Ended  
    September 30,
2012
    September 30,
2011
 
Revenues   $ -     $ -  
Mineral Exploration   $ 26,573      $ 440,123  
General and administrative expense   $ 109,774      $ 202,532  
Management fee - related-party   $ 19,881      $ 54,325  
Stock-based compensation   $ 99,160      $ -  
Advertising and marketing   $ 8,111      $ 72,910  
Net loss   $ (263,499)     $ (769,890 )
Weighted average shares outstanding   $ 247,966,485      $ 239,707,307  
 Net loss per share   $ (0.00)     $ (0.00 )

 

Item 7.  Management’s Discussion and Analysis of Financial Conditions and Results of Operations.

 

Plan of Operation

 

As at September 30, 2012, we had a cash balance of $23,076.  In order to meet our budgeted cash requirements over the next 12 months, we anticipate raising money from equity financing from the sale of our Common Stock, additional shareholder loan commitments and/or the sale of part of our interest in our mineral claims.

 

If we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan.  In such a case, we may decide to discontinue our current business plan and seek other business opportunities. Any business opportunity may require our management to perform diligence on possible acquisition of additional resource properties. Such due diligence would likely include purchase investigation costs, such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits.  Our current cash on hand will not be sufficient to acquire any resource property and additional funds will be required to close any possible acquisition.  As a reporting company, we will need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs.  If no other such opportunities are available and we cannot raise additional capital to sustain minimum operations, we may be forced to discontinue business.  We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.

 

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future.  We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines.  Our future financial results are also uncertain due to a number of factors, some of which are outside our control.  These factors include the following:

 

  · our ability to raise additional funding;

 

  · the market price for minerals that may be found on the Little Butte mineral claims;

 

  · the results of our proposed exploration programs on our mineral properties; and

 

  · our ability to find joint venture partners for the development of our property interests

 

Due to our lack of operating history and present inability to generate revenues, our auditors have stated in their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

 

Results of Operation

 

The Company did not have any operating revenues or income from the inception (July 26, 2007) through September 30, 2012.  For the period from inception, July 26, 2007, through the year ended September 30, 2012, the Company recognized an accumulated loss of $1,530,475.    Expenses for the year were comprised of costs mainly associated with exploration, accounting and office and administrative expenses.

 

Revenues: The Company did not have any revenues during the fiscal years ended September 30, 2012 and 2011. The mining claims have not been developed nor have any production operations been conducted on the mining claims of the Company.

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Mineral Exploration: The Company currently has one mining property and has conducted preliminary mining exploration testing and evaluation of its claim. During the fiscal year ended September 30, 2012, the Company incurred $26,573 for geological testing and evaluation, compared to $440,123 during the fiscal year ended September 30, 2011, a decrease of $413,550.

 

General and Administrative Expenses: During the fiscal year ended September 30, 2012, the Company incurred general and administrative expenses of $109,774, compared to $202,532 during the fiscal year ended September 30, 2011, a decrease of $92,758. General and administrative expenses were incurred primarily for professional administration services, accounting services, legal services, and office expenses.

 

Management Fee – Related-Party: During the fiscal year ended September 30, 2012, the Company incurred management fee from a related party of $19,881, compared to $54,325 during the fiscal year ended September 30, 2011, a decrease of $34,444.

 

Advertising and Marketing Expenses: During the fiscal year ended September 30, 2012, the Company incurred advertising and marketing expenses of $8,111, compared to $72,910 during the fiscal year ended September 30, 2011, a decrease of $64,799.

 

Net Loss: The Company incurred a net loss of $263,499 during its fiscal year ended September 30, 2012, compared to a net loss of $769,890 during the fiscal year ended September 30, 2011, a decrease of $506,391. The decrease in the net loss of the Company was attributable to a reduction in exploration costs and general and administrative expenses.

 

Liquidity and Capital Resources

 

At September 30, 2012, the Company had limited capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund future exploration and administrative expenses pending full implementation of the Company’s business model.

 

On April 26, 2010, the Company closed a private placement of 2,000,000 units at $.25 per unit for a total offering price of $500,000.  The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended.  Each unit consisted of one share of Common Stock of the Company and one non-transferable share purchase warrant.  The warrants are exercisable at a price of $.38 per share commencing April 26, 2010, and expired on April 26, 2012.  

 

On November 4, 2010, the Company sold 666,668 shares of common stock for $100,000 with a warrant to purchase 666,668 additional shares of Common Stock at an exercise price of $0.25 per share that expires on November 5, 2012. The units were offered by the Company pursuant to an exemption from registration pursuant to regulation S under the Securities Act of 1933, as amended.

 

On December 1, 2010, the Company sold 333,332 shares of common stock for $50,000 with a warrant to purchase 333,332 additional shares of Common Stock at an exercise price of $0.25 per share that expires on November 5, 2012. The units were offered by the Company pursuant to an exemption from registration pursuant to regulation S under the Securities Act of 1933, as amended.

 

On February 9, 2011, the Company closed a private placement of 1,066,668 common shares at $0.1875 per share for a total offering price of $200,000. The shares were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. The private placement was fully subscribed by a non-U.S. corporation.

 

On March 18, 2011, the Company filed a certificate of change with the Secretary of State of the State of Nevada which increased the authorized number of shares of common stock from 75,000,000 shares to 300,000,000 shares, $0.001 par value.

 

The Company’s Board of Directors approved a 4 for 1 common stock split effected in the form of a dividend of the Company’s issued and outstanding common stock, effective March 24, 2011. The Company had 59,876,667 common shares issued and outstanding prior to the stock-split and 239,506,668 common shares issued and outstanding following the stock-split. The stock-split is presented retroactively herein.

 

On April 8, 2011, the Company closed a private placement of 1,500,000 units at $0.20 per unit for a total offering price of $300,000. The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $0.25 per share and expire on April 15, 2013. The private placement was fully subscribed by a non-U.S. corporation.

 

On September 19, 2011, the Company closed a private placement of 866,666 units at $0.09 per unit for a total offering price of $78,000. The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $0.11 per share and expired on September 19, 2012. The private placement was fully subscribed to by a non-U.S. corporation.

 

On November 3, 2011, the Company closed a private placement of 2,000,000 units at $0.05 per share for a total offering price of $100,000. The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. The private placement was fully subscribed by a non-U.S. corporation.

17
 

On February 9, 2012, the Company closed a private placement of 6,666,667 units at $0.015 per share for a total offering price of $100,000. The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. The private placement was fully subscribed by a non-U.S. corporation.

 

On July 16, 2012, the Company entered into $50,000 loan agreement with a third party. The loan is unsecured, payable on demand, with prime plus 1% interest rate. As of September 30, 2012, $274 of accrued interest has been recorded.

 

Critical Accounting Policies

 

The Company’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”).  GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported.  These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition.  We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.  Actual results may differ materially from these estimates under different assumptions or conditions.  We continue to monitor significant estimates made during the preparation of our financial statements.

 

Our significant accounting policies are summarized in Note 2 of our financial statements.  While all these significant accounting policies impact its financial condition and results of operations, the Company’s views certain of these policies as critical.  Policies determined to be critical are those policies that have the most significant impact on the Company’s financial statements and require management to use a greater degree of judgment and estimates.  Actual results may differ from those estimates.  Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

 

Item 7(A).  Quantitative and Qualitative Disclosures About Market Risk.

 

Not Applicable 

 

18
 

Item 8.  Financial Statements and Supplementary Data

 

The information required by this item appears following Item 15 of this report and is incorporated herein by reference.

 

Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 

There have been no disagreements regarding accounting and financial disclosure matters with the independent certified public accountants of the Company.

 

Item 9(A).  Controls and Procedures.

 

Management’s Report On Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 

  - Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
  - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and
  - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’ s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

Our management evaluated the effectiveness of our disclosure controls and procedures and our internal controls over financial reporting as of the end of September 30, 2012.  This evaluation was conducted by Mr. Robert Coale, the Company’s Chief Executive Officer and President.

 

Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.

 

Limitations on the Effectiveness of Controls

 

Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met. 

 

Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs.  These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control.  A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected

 

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management's report in this annual report.

 

20
 

Conclusion

 

Based upon his evaluation of our controls, our Chief Executive Officer has concluded that, subject to the limitations noted above, the disclosure controls and financial reporting controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared.  There were no changes in our internal controls and internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

 

Item 9(B).  Other Information.

 

None

 

PART III

 

Item 10.  Directors, Executive Officers and Corporate Governance.

 

The Directors and Executive Officers of the Company are:

 

Name   Age   Position
         
Robert Coale   72   Director, President, Treasurer and Secretary
         
Richard J. Kehmeier   63   Director
         
Jared Beebe   61   Director

 

Mr. Robert Coale was a senior project manager for A. E. Schmidt acting as design and construction coordinator for various waste-to-energy and alternative fueling projects. In this role he was responsible for the technical design, permitting, and construction oversight for numerous projects from 1999 until 2003. During this time he was also a metallurgical technical advisor to Andean American Corporation.

 

Since 2004, Mr. Coale has been a consulting engineer continuing to work in the natural gas fueling area, as a consultant to various mining and mineral projects, and as a consultant for evaluating means and methods of silt removal from hydroelectric reservoirs. During this time, his primary client has been Gladstein, Neandross & Associates (GNA), a Santa Monica, California based environmental consulting firm specializing in alternative fuels. He has been responsible for all technical aspects in the design, equipment specification, scheduling, estimating, and construction oversight for more than 30 compressed natural gas (CNG) and liquefied natural gas (LNG) projects as well as the production of LNG from landfill gas and waste treatment plants Additionally during this time, Mr. Coale has provided technical oversight to Patriot Gold Corp. during the exploration and evaluation of properties in Arizona. He was responsible for the development of metallurgical studies and reports on various gold properties. From October 2005 to September 2008 Mr. Coale was the President of Patriot Gold Corp.. More recently he has served on the Board of Directors of Patriot Gold Corp. and became President and CEO on October 18, 2010 and continues in this capacity today.

 

Mr. Coale graduated from the Colorado School of Mines with his Met.E. in 1963, the University of the Witwatersrand with his MSc. (Metallurgical Engineering) in 1971, and the University of Minnesota with his MBA in 1982. He has been directly employed in the mining industry in a variety of technical and management roles for over 45 years. These include project metallurgist for Bougainville Copper and AMAX Mining, chief metallurgist for Getty Minerals, technical director for Mine Reclamation Corporation, and President of Yuma Copper Corporation.

 

Currently Mr. Coale is a Director and President of Patriot Gold Corp. he is a Director of Rush Exploration Inc. and Giant Resources Inc. He is also technical advisor to Premium Exploration, Inc. Previously, Mr. Coale has been a Director of Goldfields International Inc. and Francisco Gold Corp. Mr. Coale is a Registered professional Engineer for the State of California.

 

Mr. Jared Beebe became a Director of the Company on April 12, 2010. Mr. Beebe is an exploration geologist with over 20 years of experience working in the mining industry. He is currently the Regional Exploration Manager with Alexandria Minerals of Val D’Or Quebec. From June 1997 to December 2009, he was a Senior Geologist and Project Manager for Whistle Pig Exploration Inc. and worked with such clients as Endeavor Silver, Clifton Star Resources, Freewest Resources, Noront Resources, Kootenay Gold, Soho Resources and Unigold Resources. In 1996 and 1997, he worked for Watts, Griffes and McOuat, and from February 1987 to August 1996, he worked as a Contract Geologist and Project Geologist for various companies. Mr. Beebe earned his Bachelor of Science degree in Geology from Metropolitan State College, Denver, Colorado in 1981. He is a member of the American Institute of Professional Geologist, the Geological Society of Nevada, the Ordre du Geologues du Quebec, and the Society of Economic Geologists. He is also currently a director for Patriot Gold Corp. and Goldfields International Inc.

21
 

Mr. Richard Kehmeier became a Director of the Company on April 12, 2010. During the past 40 years, Mr. Kehmeier has been practicing geologist in the United States, Canada and internationally. Since 2008, he has worked as a Senior Geologist with Vector Engineering, and from 1999 to 2008, he has been a consultant geologist for various companies. Over the years he has worked with such companies as Midwest Oil, Anaconda, URADCO, Union Carbide, Atlas, Gold Reserve, and Golden Odyssey. He is currently a director of Goldfields International Inc. and Colonnade Capital.  Mr. Kehmeier is also a member of the Board of Directors of Goldfields International Inc. and Colonnade Capital.  Mr. Kehmeier obtained his Bachelor of Science Degree in geological Engineering in 1970 and his Master of Science in Geology in 1973 from the Colorado School of Mines. Mr. Kehmeier is a member of the American Institute of Professional Geologist, the Society of Economic Geologists, and the Geological Society of Nevada.

 

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

 

No executive officer or director of the Company has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

 

No executive officer or director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.

 

Consultants

 

The Company expects to use consultants in the future to the extent necessary and appropriate. The Company does not delegate its authority and responsibility to make management decisions to consultants or any other persons, nor shall any consultant have any discretionary authority or the authority to bind the Company in any material respect.

 

Item 11.   Executive Compensation.

 

All Executive Officers, for services in all capacities to the Company, received the following compensation during the fiscal years ended September 30, 2012 and 2011.

 

              Long-Term Compensation        
        Annual compensation     Awards           Payouts        

Name and

Principal

Position 

 

Fiscal

Year 

  Salary(1)     Bonus    

Other

Annual

Compensation

   

Restricted

Stock

Awards(2)

   

Securities

Underlying

Options/

SARs

   

LTIP

Payouts

   

All Other

Compensation

 
                                                             
Robert Coale,   2012   $ 0     $ 0     $ 6,272     $ 0     $ 0     $ 0     $ 0  
President,                                                            
Secretary and Treasurer                                                            
                                                             
George T. Dory,   2012   $       $ 0     $ 1,609     $ 0     $ 0     $  0     $ 0  
President. Secretary and Treasurer                                                              
                                                             
Robert Coale,   2011   $ 0     $ 0     $ 0     $ 0     $ 0     $ 0     $ 0  
President,                                                            
Secretary and Treasurer                                                            
                                                             
George T. Dory,   2011   $ 0     $ 0     $ 54,325     $ 0     $ 0     $ 0     $ 0  
Chief Executive Officer, President,                                                            
Secretary and Treasurer                                                            

_________________________

22
 
(1) Personal benefits received by the Company’s executive officers are valued below the levels which would otherwise require disclosure under the rules of the U.S. Securities and Exchange Commission.

 

(2) The Company does not currently provide any contingent or deferred forms of compensation arrangements, annuities, pension or retirement benefits.

 

Committees of the Board of Directors

 

The Company does not have an audit committee, compensation committee, nominating committee, or an executive committee of the Board of Directors.

 

Compliance with Section 16(a) of the Securities Exchange Act

 

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who beneficially own more than ten percent of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% percent shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

 

The Company encourages control persons to be up to date with their filings in relation to Section 16.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

Set forth below is certain information as of September 30, 2012 regarding equity compensation.

 

Equity compensation– as of September 30, 2012

 

Plan Category   Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
  Weighted average exercise
price of outstanding options,
warrants and rights
  Number of securities
remaining available for
future issuance
 
                 
2011 Stock Option Plan*   6,000,000 (1)   $0.03   29,000,000  

 

*On September 30, 2012, 6,000,000 stock options issued under the 2011 Plan to our President, Robert Coale.

 

As of September 30, 2012, there were a total of 6,000,000 options granted under the 2011 Plan with an exercise price of $.03 per share and expire December 1, 2021.

The following discussion describes material terms of grants made pursuant to the 2011 Stock Option Plan:

Pursuant to the 2011 Stock Option Plan, grants of shares can be made to employees, officers, directors, consultants and advisors of non-qualified stock options as well as stock options to employees that qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986 (“Code”). The Plan is administered by the Option Committee of the Board of Directors (the “Committee”), which has, subject to specified limitations, the full authority to grant options and establish the terms and conditions for vesting and exercise thereof. Currently the entire Board functions as the Committee.

In order to exercise an option granted under the Plan, the optionee must pay the full exercise price of the shares being purchased. Payment may be made either: (i) in cash; or (ii) at the discretion of the Committee, by delivering shares of common stock already owned by the optionee that have a fair market value equal to the applicable exercise price; or (iii) with the approval of the Committee, with monies borrowed from us.

Subject to the foregoing, the Committee has broad discretion to describe the terms and conditions applicable to options granted under the Plan. The Committee may at any time discontinue granting options under the Plan or otherwise suspend, amend or terminate the Plan and may, with the consent of an optionee, make such modification of the terms and conditions of such optionee’s option as the Committee shall deem advisable.

Board Compensation

 

Directors of the Company have received compensation in their capacity as directors during the fiscal years ended September 30, 2012 and 2011. Mr. Richard J. Kehmeier and Mr. Jared Beebe, directors of the Company, currently receive compensation of $500 per month for their services to the Company.

23
 

 Director and Officer Indemnification and Limitations on Liability

 

Article Twelfth of our Articles of Incorporation and Section 6.3 of Article VI of our Bylaws limit the liability of directors, officers and employees to the fullest extent permitted by Nevada law. Consequently, our directors will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except in the following circumstances:

 

  * A violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;

 

  * A transaction from which the director, officer, employee, or agent derived an improper personal benefit;

 

  * Willful misconduct or a conscious disregard for the best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor on in a proceeding by or in the right of a shareholder.

 

This limitation of liability does not apply arising under federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and, is therefore, unenforceable.

 

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth information on the ownership of the outstanding Common Stock of the Company by officers and directors, as well as those who own beneficially more than five percent of our outstanding Common Stock, based on 250,540,001 common shares as of September 30, 2012.

 

   Amount and Nature     
Name and Address  of Beneficial   Percentage 
of Beneficial Owner  Ownership   of Class 
Robert Coale   600,000    1% 
           
Richard Kehmeier   -    - 
         
Jared Beebe   -    - 
           
Officers and Director as a group   600,000    1% 
           
George T. Dory   126,000,000    50.3% 
81 Oxford Street          
London, WID 2EU,          
United Kingdom          

(1) Under SEC Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding on the date of this Information Statement.

 

Item 13.   Certain Relationships and Related Transactions, and Director Independence.

 

Not Applicable.  See Item 8 – Note 3 to the financial statements of the Company. 

24
 

Item 14.  Principal Accounting Fees and Services.

 

The aggregate fees billed by our principal accounting firm for fees billed for fiscal years ended September 30, 2012 and 2011, are as follows:

 

Name   Audit 
Fees
   

Audit Related

Fees

    Tax 
Fees
   

All Other

Fees

 
 LBB and Associates Ltd., LLP for fiscal year ended  September 30, 2012   $ 18,650     $ 0     $ 0     $ 0  
                                 
LBB and Associates Ltd., LLP  for fiscal year ended  September  30, 2011   $ 24,815     $ 0     $ 0     $ 0  

 

The Company does not currently have an audit committee. As a result, our Board of Directors performs the duties and functions of an audit committee. The Company's Board of Directors will evaluate and approve in advance, the scope and cost of the engagement of our auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

25
 

PART IV

 

Item 15.   Exhibits. Financial Statement Schedules.

 

Exhibits

 

  1.1 The Articles of Incorporation of the Company are incorporated by reference herein to Exhibits 3.1 and 3.2 to the Form S-1 registration statement filed by the Company on December 31, 2008 [File No. 333-156526]

 

  3.1 By Laws of the Company

 

  10.1 Option Agreement dated March 13, 2010 with MinQuest, Inc. to Acquire mining claims in LaPaz County, Arizona, krown as the Little Butte property, is herby incorporated herein by reference to Exhibit 10.1 to the Form 8-K current report of the Company filed on March 16, 2010.
     
  10.2 Amendment to Option Agreement with MinQuest Inc. dated March 12, 2010, is hereby incorporated herein by reference to Exhibit 10.4 to the Form 10-Q quarterly report of the Company for the period ended March 31, 2010.
     
  14.1 Code of Ethics is hereby incorporated herein by reference to Exhibit 14.1 to the Form 10-K Annual Report of the Company for the fiscal year ended September 30, 2012.
     

  31.1 Certification of Robert Coale

 

  32.1 Certification of Robert Coale
26
 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 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.

 

   

Tuffnell Ltd.

 

 

Date: December 28, 2012 By:   /s/ Robert Coale
  Robert Coale
  President

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


 

   

Tuffnell Ltd.

 

 

Date: December 28, 2012 By:   /s/ Robert Coale
  Robert Coale, Chief Executive Officer, President, Director

 

Date: December 28, 2012

 

By:  

 

/s/Jared Beebe

  Jared Beebe, Director
     
Date: December 28, 2012 By:   /s/ Richard Kehmeier

 

 

 

Richard Kehmeier, Director
27
 

 

 

TUFFNELL LTD.

(An Exploration Stage Company)

 

FINANCIAL STATEMENTS

 

September 30, 2012

 

 

F-1
 

LBB & ASSOCIATES LTD., LLP

10260 Westheimer Road, Suite 310

Houston, TX 77042

Phone: (713) 800-4343 Fax: (713) 456-2408

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors of

Tuffnell Ltd.

(An Exploration Stage Company)

Phoenix, Arizona

 

 

We have audited the accompanying balance sheets of Tuffnell Ltd. (the “Company”) as of September 30, 2012 and 2011, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years then ended, and for the period from July 26, 2007 (inception) through September 30, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tuffnell Ltd. as of September 30, 2012 and 2011, and the results of its operations and its cash flows for each of the years then ended and for the period from July 26, 2007 (inception) through September 30, 2012, in conformity with accounting principles generally accepted in the United States of America.

 

As discussed in Note 2 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2013 raise substantial doubt about its ability to continue as a going concern. The 2012 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ LBB & Associates Ltd., LLP

LBB & Associates Ltd., LLP

 

Houston, Texas

December 20, 2012

 

F-2
 

TUFFNELL LTD.

(An Exploration Stage Company)

Balance Sheets

 

ASSETS  September 30,
2012
   September 30,
2011
 
         
Current assets:          
Cash and cash equivalents  $23,076   $3,898 
Total current assets   23,076    3,898 
           
Other  assets:          
Mineral claims   119,261    69,261 
Total assets  $142,337   $73,159 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
Current liabilities:          
Accounts payable and accrued liabilities  $6,120   $22,603 
Notes Payable   50,000    - 
Total current liabilities   56,120    22,603 
           
Commitments   -    - 
           
Stockholders' equity          
Common stock; $.001 par value, 300,000,000 shares authorized;250,540,001 and 241,873,334 shares issued and outstanding at September 30, 2012 and 2011, respectively   250,540    241,873 
Additional paid-in-capital   1,366,152    1,075,659 
Deficit accumulated during exploration stage   (1,530,475)   (1,266,976)
Total stockholders' equity   86,217    50,556 
           
Total liabilities and stockholders' equity  $142,337   $73,159 

 

The accompanying notes are an integral part of the financial statements

 

F-3
 

 

TUFFNELL LTD.

(An Exploration Stage Company)

Statements of Operations

 

           July 26, 2007 
           (Inception) 
   For year ended   For year ended   through 
   September 30,
2012
   September 30,
 2011
   September 30,
2012
 
             
Revenues  $-   $-   $- 
                
Operating expenses               
General and administrative   109,774    202,532    512,356 
Stock-based compensation   99,160    -    99,160 
Management fee - related-party   19,881    54,325    104,254 
Advertising and marketing   8,111    72,910    116,255 
Mineral exploration   26,573    440,123    698,450 
    263,499    769,890    1,530,475 
                
Loss from operations   (263,499)   (769,890)   (1,530,475)
                
Net loss  $(263,499)  $(769,890)  $(1,530,475)
                
Basic and diluted  $(0.00)  $(0.00)     
                
Weighted average shares outstanding:               
Basic and diluted   247,966,485    239,707,307      

 

The accompanying notes are an integral part of the financial statements

 

F-4
 

 

TUFFNELL LTD.

(An Exploration Stage Company)

Statements of Stockholders' Equity (Deficit)

 

               Accumulated     
           Additional   Deficit during   Total 
   Common Stock   Paid-in   Exploration   Shareholders' 
   Shares   Amount   Capital   Stage   Equity(Deficit) 
                     
Balance July 26, 2007 (date of inception)   -   $-   $-   $-   $- 
                          
Net (loss) from Inception through September 30, 2007   -    -    -    -    - 
                          
Balance September 30, 2007   -    -    -    -    - 
                          
Issuance of common stock for cash   126,000,000    126,000    (122,500)   -    3,500 
Net (loss)   -    -    -    (17,001)   (17,001)
                          
Balance September 30, 2008   126,000,000    126,000    (122,500)   (17,001)   (13,501)
                          
Issuance of common stock for cash   109,440,000    109,440    (79,040)   -    30,400 
Net (loss)   -    -    -    (48,195)   (48,195)
                          
Balance September 30, 2009   235,440,000    235,440    (201,540)   (65,196)   (31,296)
                          
Issuance of common stock for cash   2,000,000    2,000    498,000    -    500,000 
Net (loss)   -    -    -    (431,890)   (431,890)
                          
Balance September 30, 2010   237,440,000    237,440    296,460    (497,086)   36,814 
                          
Issuance of common stock for cash   4,433,334    4,433    723,567    -    728,000 
Forgiveness of debt   -    -    55,632    -    55,632 
Net (loss)   -    -    -    (769,890)   (769,890)
                          
Balance September 30, 2011   241,873,334    241,873    1,075,659    (1,266,976)   50,556 
                          
Issuance of common stock for cash   8,666,667    8,667    191,333    -    200,000 
Stock-based compensation   -    -    99,160    -    99,160 
Net (loss)   -    -    -    (263,499)   (263,499)
                          
Balance September 30, 2012   250,540,001   $250,540   $1,366,152   $(1,530,475)  $86,217 

 

The accompanying notes are an integral part of the financial statements

 

F-5
 

 

TUFFNELL LTD.

(An Exploration Stage Company)

Statements of Cash Flows

 

           (Inception) 
   For year ended   For year ended   through 
   September 30,
2012
   September 30,
2011
   September 30,
2012
 
             
Cash flows from operating activities:               
Net loss  $(263,499)  $(769,890)  $(1,530,475)
Adjustments to reconcile net loss to net cash used in operating activities:               
Stock-based compensation   99,160    -    99,160 
Changes in operating assets and liabilities:               
Prepaid expense   -    5,330    - 
Accounts payable   (16,483)   (6,748)   6,120 
Net cash (used in) operating activities   (180,822)   (771,308)   (1,425,195)
                
Cash flows from investing activities:               
Purchase of mineral claims   (50,000)   (30,000)   (119,261)
Net cash (used in) investing activities   (50,000)   (30,000)   (119,261)
                
Cash flows from financing activities:               
Shareholder advances, net   -    (1,944)   55,632 
Cash received from notes payable   50,000    -    50,000 
Cash received from the sale of common stock   200,000    728,000    1,461,900 
Net cash provided by financing activities   250,000    726,056    1,567,532 
                
Net change in cash   19,178    (75,252)   23,076 
Cash, beginning of period   3,898    79,150    - 
Cash, ending of period  $23,076   $3,898   $23,076 
                
Supplemental cash flow disclosures               
Cash paid for:               
Interest expense  $-   $-   $- 
Income taxes  $-   $-   $- 
Non-cash activities:               
Forgiveness of debt  $-   $55,632   $55,632 

 

The accompanying notes are an integral part of the financial statements

 

F-6
 

TUFFNELL LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2012

 

Note 1. Nature of Business and Summary of Significant Accounting Policies

 

The summary of significant accounting policies is presented to assist in the understanding of the financial statements. The financial statements and notes are representations of management. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Nature of business and organization

Tuffnell LTD. (the “Company”), was incorporated in the State of Nevada on July 26, 2007. The Company is an Exploration Stage Company as defined by Guide 7 of the Securities Exchange Commission’s Industry Guide and Accounting Standards Codification "ASC" Topic 915-10 “Development Stage Entities”., and is in the process of exploring and evaluating its mineral properties and determining whether they contain ore reserves that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves, the ability of the Company to obtain the necessary financing to complete development, confirmation of the Company’s interest in the underlying mineral claims and upon future profitable production or proceeds from the disposition of all or part of its mineral properties.

 

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

 

Cash and cash equivalents

Cash and cash equivalents include interest bearing and non-interest bearing bank deposits, money market accounts, and short-term instruments with a liquidation provision of three month or less.

Advertising costs

Advertising costs are generally expensed as incurred and are included in selling and marketing expenses in the accompanying statement of operations. As of September 30, 2012 and 2011, there were $8,111 and $72,910, respectively, advertising costs incurred.

Environmental expenditures

The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.

Concentrations of credit risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash, accounts payable and notes payable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.

 

Risks and uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

 

F-7
 

 

TUFFNELL LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2012

 

Note 1. Nature of Business and Summary of Significant Accounting Policies -continued

 

Revenue recognition

The Company has no revenues to date from its operations. Once revenues are generated, management will establish a revenue recognition policy.

Mineral property Acquisition Costs

The cost of acquiring mineral properties are capitalized and will be amortized over their estimated useful lives following the commencement of production or expensed if it is determined that the mineral property has no future economic value or the properties are sold or abandoned. Cost includes cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts at such time as the payments are made. The recoverable amounts for mineral properties is dependent upon the existence of economically recoverable reserves; the acquisition and maintenance of appropriate permits, licenses and rights; the ability of the Company to obtain financing to complete the exploration and development of the properties; and upon future profitable production or alternatively upon the Company’s ability to recover its spent costs from the sale of its interests.

 

The amounts recorded as mineral properties reflect actual costs incurred and are not intended to express present or future values. The capitalized amounts may be written down if potential future cash flows, including potential sales proceeds, related to the property are estimated to be less than the carrying value of the property. Management of the Company reviews the carrying value of each mineral property interest quarterly, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Reductions in the carrying value of each property would be recorded to the extent the carrying value of the investment exceeds the estimated future net cash flows.

 

Exploration and Development Costs

Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration and development costs related to such reserves incurred after such determination will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset category and amortized over their estimated useful lives. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future, will be written off.

 

Fair Value of Financial Instruments

 

Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The Company’s financial instruments consist of mineral property purchase obligations. These obligations are classified within Level 2 of the fair value hierarchy as their fair value is determined using interest rates which approximate market rates. The Company is not exposed to significant interest or credit risk arising from these financial instruments.

 

F-8
 

 

TUFFNELL LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2012

 

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 amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35, Asset Impairment, and 360-10 through 15-5, Impairment or Disposal of Long-Lived Assets.

 

Basic and diluted net loss per share

The Company computes net loss per share in accordance with ASC 260, “Earnings per Share”, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period.

 

In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

 

Comprehensive income

The Company accounts for comprehensive income (loss) in accordance with ASC Topic 220 " Comprehensive Income" which requires comprehensive income (loss) and its components to be reported when a company has items of comprehensive income (loss). Comprehensive income (loss) includes net income (loss) plus other comprehensive income (loss). There are no differences or reconciling items between net income and comprehensive income for the years ended September 30, 2012 and 2011.

Income taxes

The Company accounts for its income taxes in accordance with ASC Topic 740, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

 

Newly issued pronouncements

The Company has evaluated all recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements.

 

Note 2. Going Concern

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred a net operating loss of $1,530,475 through September 30, 2012. The Company has not commenced its operations, rather, still in the exploration stages, raising substantial doubt about the Company’s ability to continue as a going concern.

 

F-9
 

 

TUFFNELL LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2012

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Note 3. Note payable

 

On July 16, 2012, the Company entered into $50,000 loan agreement with a third party. The loan is unsecured, payable on demand, with prime plus 1% interest rate. As of September 30, 2012, $274 of accrued interest has been recorded.

 

Note 4. Stockholders’ equity and warrants

 

The Company's articles of incorporation provide for the authorization of three hundred million (300,000,000) shares of common stock with par value of $0.001. Common stock holders have all the rights and obligations that normally pertain to stockholders of Nevada corporations. As of September 30, 2012 and 2011 the Company had 250,540,001 and 241,873,334 shares of common stock issued and outstanding, respectively.

 

During the period from July 26, 2007 (inception) to September 30, 2008, the Company issued 126,000,000 shares of common stock to a director of the Company for $3,500.

 

In October 2008 the Company raised $30,400 through a private offering which included 38 shareholders, and the issuance of 109,440,000 shares of common stock.

 

In November 2008 the Board of Directors of the Company approved a 1 for 18 forward stock split. The stock split is presented retroactively throughout the financial statements and footnotes.

 

On April 26, 2010, the Company closed a private placement of 2,000,000 units at $0.25 per unit for a total offering price of $500,000. The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one common share of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $0.38 per share commencing April 26, 2010 and expired on April 26, 2012. The private placement was fully subscribed to by a non-U.S. corporation. The relative fair valve of the share purchase warrant was $141,702.

 

In the first quarter of fiscal 2011, the Company closed a private placement of 1,000,000 units at $0.15 per unit for a total offering price of $150,000. The units were offered by the Company in reliance upon an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended. Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant. The warrants are exercisable at a price of $0.25 per share and expire on November 5, 2012. The private placement was fully subscribed to by a non-U.S. corporation and the shares were issued on January 14, 2011. The relative fair valve of the share purchase warrant was $43,190.

 

On February 9, 2011, the Company closed a private placement of 1,066,668 common shares at $0.1875 per share for a total offering price of $200,000.  The shares were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended.  The private placement was fully subscribed to by a non-U.S. corporation.

F-10
 

 

TUFFNELL LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2012

 

On March 18, 2011, the Company filed a certificate of change with the Secretary of State of the State of Nevada which increased the authorized number of shares of common stock from 75,000,000 shares to 300,000,000 shares, $0.001 par value

Following a Directors’ resolution by written consent, the Company’s Board of Directors approved a 4 for 1 common stock split effected in the form of a dividend of the Company’s issued and outstanding common stock, effective March 24, 2011. The Company had 59,876,667 common shares issued and outstanding prior to the stock-split and 239,506,668 common shares issued and outstanding following the stock-split. The stock-split is presented retroactively within these Financial Statements.

 

On April 8, 2011, the Company closed a private placement of 1,500,000 units at $0.20 per unit for a total offering price of $300,000.  The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended.  Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant.  The warrants are exercisable at a price of $0.25 per share and expire on April 15, 2013.  The private placement was fully subscribed to by a non-U.S. corporation. These shares were issued on May 11, 2011. The relative fair value of the warrants was $100,349.

 

On September 19, 2011, the Company closed a private placement of 866,666 units at $0.09 per unit for a total offering price of $78,000.  The units were offered by the Company pursuant to an exemption from registration pursuant to Regulation S under the Securities Act of 1933, as amended.  Each unit consists of one share of common stock of the Company and one non-transferable share purchase warrant.  The warrants are exercisable at a price of $0.11 per share and expired on September 19, 2012.  The private placement was fully subscribed to by a non-U.S. corporation. These shares were issued on September 19, 2011. The relative fair value of the warrants was $24,125.

 

On November 3, 2011, the Company closed the private placement of 2,000,000 shares at $0.05 per share, for a total offering price of $100,000.  

 

On February 9, 2012, the Company closed the private placement of 6,666,667 shares at $0.015 per share, for a total offering price of $100,000.  

 

Warrants Outstanding 
Warrants                         
Exercise       September 30,               September 30, 
Price   Expiration   2011               2012 
        Beginning
Balance
   Additions   Exercise   Expired   Ending
Balances
 
$    0.38    Apr-12    2,000,000    -    -    (2,000,000)   - 
$    0.25    Nov-12    666,668    -    -    -    666,668 
$    0.25    Nov-12    333,332    -    -    -    333,332 
$    0.25    Apr-13    1,500,000    -    -    -    1,500,000 
$    0.11    Sep-12    866,666    -    -    (866,666)   - 
           5,366,666    -    -    (2,866,666)   2,500,000 

 

F-11
 

 

TUFFNELL LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2012

 

The BlackScholes Pricing Model was used to value the warrants issued with the following assumptions.

 

   September 30,
2011
 
     
Dividend   0.00% 
Risk-free rate for term   0.08% - 0.195% 
Volatility   99.57% - 134% 
Maturity date   1 - 2 years 

 

Stock Options

On December 1, 2011, the Company established a 2011 Stock Option Plan (the "Plan) for its directors, officers, consultants and advisors in which 35,000,000 shares of common stock were authorized for issuance under the Plan. Pursuant to the Plan, grants of shares can be made to employees, officers, directors, consultants and independent contractors of non-qualified stock options as well as stock options to employees that qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986 (“Code”). The Plan is administered by the Option Committee of the Board of Directors (the “Committee”), which has, subject to specified limitations, the full authority to grant options and establish the terms and conditions for vesting and exercise thereof. Options are generally granted with an exercise price equal to the external market price of the Entity’s stock at the date of grant; those option generally vest based on 1-4 years of continuous service and have 10-year terms from date of grant.

 

The fair value of the stock options granted was estimated using the Black-Scholes option pricing model and is amortized over the related service period of the underlying options. This model requires management to make estimates of the expected volatility of its common shares, the expected term of the option to exercise, the expected future forfeiture rate, and future interest rates. The risk free interest rate is based on the U.S. Treasury Bond rate. The Company has not paid dividends and does not expect to pay dividends in the immediate future. The expected volatility is based on the historical performance of the common shares of the Company. The expected life of the stock options was estimated to be the term of the options.

A summary of changes in stock options during the year ended September 30, 2012, is as follows:

   Number of
Stock Options
   Exercise
Price
 
Balance, September 30, 2011   -    - 
Granted   6,000,000   $0.03 
Exercised   -    - 
Expired   -    - 
 Forfeited   -    - 
Balance, September 30, 2012   6,000,000   $0.03 
Options exercisable, end of year   600,000   $0.03 

These options shall vest as follows: 10% immediately upon grant, and 30% on each of 12, 24, 36 months from the date of the grant.

F-12
 

 

TUFFNELL LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2012

 

As at September 30, 2012, the following stock options were outstanding:

Date of Grant   Options
Granted
   Options
Exercisable
   Exercise
Price
   Expiration
date
                 
 December 1, 2011    6,000,000    600,000    $    0.03   December 1, 2021
      6,000,000    600,000         

 

The Black-Scholes Pricing Model was used to value the stock options issued with the following assumptions.

 

   September 30,
2012
 
Dividend   0.00% 
Risk-free rate for term   2.110% 
Volatility   156% 
Maturity date   10 

 

Note 5. Related party transactions

 

On January 19, 2011 Kyle Beddome, a former company director and shareholder, agreed to forgive all debts owing to him by the Company of $39,440 for nominal consideration.

 

On January 19, 2011 Mr. Dory, a former company director and shareholder, agreed to forgive all debts owing to him by the Company of $16,192 for nominal consideration.

 

During the year ended September 30, 2012 and 2011, the company was charged $19,881 and $54,325, respectively in management fees by directors of the Company.

 

As of September 30, 2012, $1,500 was owed to a director of the Company. This amount is included in accounts payable and accrued liabilities on the accompany financial statements.

 

Note 6. Commitments

 

On March 12, 2010, the Company entered into an Option Agreement (the "Agreement") with MinQuest, Inc. ("MinQuest"), an unaffiliated third party, whereby MinQuest granted the Company the sole and exclusive right and option to acquire an undivided 100% right, title and interest in and to the Little Butte property subject only to a royalty, being located in LaPaz County, Arizona (the "Property").

 

Under the terms of the Agreement, MinQuest has granted the Company the sole and exclusive option to acquire a 100% undivided interest in and to the Property by making a cash payment to MinQuest of $39,261 (US) on or before April 30, 2010 (Paid), $10,000 (Paid) on or before February 25,   2011, $20,000 (US) (Paid) on or before March 12, 2011, $20,000 (Paid) on or before the February 25,   2012, $30,000 (Paid) on or before March 12, 2012, $30,000 on or before February 25,   2013, $40,000 on or before March 12, 2013, $40,000 on or before February 25,   2014, $50,000 on or before March 12, 2014, $175,000 on or before February 25,   2015, $60,000 on or before March 12, 2015, $60,000 on or before March 12, 2016, and $60,000 on or before March 12, 2017.

 

The Company shall also be responsible for making all necessary property payments and taxes to keep the Property in good standing. The cash payments above include payments to Jack Walker pursuant to a property option agreement which has been assigned by MinQuest to the Company as set out in the Agreement.

 

F-13
 

 

TUFFNELL LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2012

 

The Company shall complete the following exploration expenditures on the Property as follows: (i) $250,000 on or before the first anniversary of the signing of the Agreement (ii) $250,000 on or before the second anniversary of the signing of the Agreement; (iii) $300,000 on or before the third anniversary of the signing Agreement; (iv) $300,000 on or before the fourth anniversary of the signing of the Agreement; (v) $300,000 on or before the fifth anniversary of the signing of the Agreement; (vi) $300,000 on or before the sixth anniversary of the signing of the Agreement; and (vii) $300,000 on or before the seventh anniversary of the signing of the Agreement .

 

If and when the option has been exercised, a 100% right, title and interest in and to the property shall vest in the Company free and clear of all charges except for the royalty. The Company may terminate the Agreement at any time by giving 30 days notice of such termination of the Agreement.

 

If the Company is in default of the Agreement, MinQuest may terminate the Agreement but only if:

 

(a) MinQuest has first given the Company notice of the default containing particulars of the obligations which the Company has not performed, and (b) the Company has not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance

 

On April 27, 2010, MinQuest and the Company entered into an Option Amendment Agreement wherein the date of first payment was extended from March 12, 2010, as set out in the option agreement dated March 12, 2010 above, to April 30, 2010.  On April 29, 2010, the Company made the first payment of $39,261 to MinQuest in accordance with the Agreement.

 

Effective February 26, 2010, Mr. Dory was appointed President, Treasurer, Secretary and Director of the Company. From February 26, 2010 to August 29, 2011, Mr. Dory was paid $4,000 per month for his services to the Company.

 

On August 29, 2011 Mr. George T. Dory resigned as President, Treasurer, Secretary and Director of Tuffnell Ltd. (“the Company”).

 

On August 29, 2011, Mr. Robert D. Coale was appointed President, Treasurer, Secretary and Director of the Company. Mr. Coale is paid on an hourly basis for his services to the Company.

 

Effective April 12, 2010 Mr. Jared Beebe was appointed a Director of the Company. Mr. Beebe will be paid upon invoice $500 per month for his services.

 

Effective April 1, 2010, Mr. Richard Kehmeier was appointed a Director of the Company. Mr. Kehmeier will be paid upon invoice $500 per month for his services.

 

Note 7. Income tax

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets as of September 30, 2012 and 2011 are as follows:

 

Deferred tax assets:  2012   2011 
Net operating loss carryforwards  $1,530,475   $1,266,976 
Income tax rate   34%    34% 
    520,362    430,772 
Less valuation allowance   (520,362)   (430,772)
   $-   $- 

 

The change in the valuation allowance for 2012 was $89,590.

 

F-14
 

 

TUFFNELL LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2012

 

Through September 30, 2012, a valuation allowance has been recorded to offset the deferred tax assets, including those related to the net operating losses carryforwards. At September 30, 2012, the Company had $1,530,475 of federal and state net operating losses carryforwards. The net operating loss carryforwards, if not utilized will begin to expire in 2028. Reconciliations of the U.S. federal statutory rate to the actual tax rate for the years ended September 30, 2012 and 2011 is as follows:

 

   2012   2011 
U.S. federal statutory income tax rate   34.0%    34.0% 
State tax - net of federal benefit   0.0%    0.0% 
Increase in valuation allowance   (34.0%)   (34.0%)
Effective tax rate   0.0%    0.0% 

 

 

F-15