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EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER - ARX Gold Corparx_ex3101.htm
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EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER - ARX Gold Corparx_ex3102.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended July 31, 2013

 

o 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: 333-152002

 

ARX GOLD CORPORATION

(Name of Registrant as specified in its charter)

 

NEVADA   30-0459858
(State or other jurisdiction of incorporation of organization)   (I.R.S. Employer Identification No.)

 

Level 13- 40 Creek St
Brisbane QLD Australia 4000

(Address of principal executive office)

 

(888) 408-9402

(Registrant’s telephone number)

 

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  þ      No o

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o Accelerated filer o

Non-accelerated filer

(Do not check if smaller reporting company)

o Smaller reporting company þ

 

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

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  4,522,740,003 shares of common stock are issued and outstanding as of September 10, 2013.

 

 

 
 

 

ARX GOLD CORPORATION

FORM 10-Q

July 31, 2013

 

TABLE OF CONTENTS

 

    Page No.
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements. 4
  Consolidated Balance Sheets as of July 31, 2013 (Unaudited) and April 30, 2013 4
  Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended July 31, 2013 and 2012 and from May 28, 2010 (inception) to July 31, 2013 (Unaudited) 5
  Consolidated Statements of Changes in Stockholder’s Equity (Deficit) - For the Period from May 28, 2010 (Inception) to July 31, 2013 (Unaudited) 6
  Consolidated Statements of Cash Flows for the Three Months Ended July 31, 2013 and 2012 (Unaudited)  7
  Notes to Unaudited Financial Statements and from May 28, 2010 (inception) to July 31, 2013  8-18
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. 19
Item 3 Quantitative and Qualitative Disclosures About Market Risk. 24
Item 4 Controls and Procedures. 25
     
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. 25
Item 1A. Risk Factors. 25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 25
Item 3. Defaults Upon Senior Securities. 26
Item 4. Mine Safety Disclosures. 26
Item 5. Other Information. 26
Item 6. Exhibits. 26

 

 

2
 

 

FORWARD LOOKING STATEMENTS

 

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

 

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our report on Form 10-K as filed with the Securities and Exchange Commission on September 4, 2013, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

 

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

 

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

 

 

3
 

 

PART 1 - FINANCIAL INFORMATION

Item 1.Financial Statements.

 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

 

   July 31,   April 30, 
   2013   2013 
   (Unaudited)     
ASSETS          
           
Current Assets:          
Cash  $60,360   $6,402 
Due from related party   352    400 
           
Total Current Assets   60,712    6,802 
           
Total Assets  $60,712   $6,802 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
Current Liabilities:          
Loans payable  $441,752   $515,962 
Accounts payable   89,705    105,975 
Accounts payable - related party officer   60,000    60,000 
Accrued expenses   152,438    87,810 
Due to related party   25    29 
           
Total Current Liabilities   743,920    769,776 
           
Total Liabilities   743,920    769,776 
           
COMMITMENTS AND CONTINGENCIES (Note 8)          
           
Stockholders' Deficit          
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding at July 31, 2013 and April 30, 2013        
Common stock $0.001 par value; 5,000,000,000 shares authorized; 4,522,740,003 and 4,413,240,003 issued and outstanding at July 31, 2013 and April 30, 2013, respectively   4,522,740    4,413,240 
Additional paid-in capital   (3,378,880)   (3,957,092)
Deficit accumulated during development stage   (1,820,982)   (1,211,548)
Accumulated other comprehensive income (loss)   (6,086)   (7,574)
           
Total Stockholders' Deficit   (683,208)   (762,974)
           
Total Liabilities and Stockholders' Deficit  $60,712   $6,802 

 

See accompanying notes to the unaudited consolidated financial statements.

 

4
 

 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

   For the Three Months Ended
July 31,
   For the Period from May 28, 2010 (Inception) to
July 31,
 
   2013   2012   2013 
   (Unaudited)   (Unaudited)   (Unaudited) 
             
REVENUES  $   $   $ 
                
OPERATING EXPENSES:               
Compensation   26,948        136,572 
Professional fees   69,601    106,063    837,720 
Development costs - related party   150,467        476,334 
General and administrative   156    2,431    8,094 
                
Total Operating Expenses   247,172    108,494    1,458,720 
                
LOSS FROM OPERATIONS   (247,172)   (108,494)   (1,458,720)
                
OTHER EXPENSE               
Loss from settlement of debt   (362,262)       (362,262)
                
NET LOSS  $(609,434)  $(108,494)  $(1,820,982)
                
COMPREHENSIVE LOSS:               
                
NET LOSS  $(609,434)  $(108,494)  $(1,820,982)
                
OTHER COMPREHENSIVE INCOME (LOSS)               
Unrealized foreign currency translation Income (loss)   1,488    (10)   (6,086)
                
COMPREHENSIVE INCOME (LOSS)  $(607,946)  $(108,504)  $(1,827,068)
                
Net Loss per Common Share (Basic and Diluted)  $   $      
                
Weighted Average Shares Outstanding:- Basic and Diluted   4,474,946,524    4,349,813,046      

 

See accompanying notes to the unaudited consolidated financial statements.

 

 

 

5
 

 

ARX GOLD CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(A DEVELOPMENT STAGE COMPANY)

For the Period from May 28, 2010 (Inception) to July 31, 2013

 

    Preferred Stock    Common Stock    Additional
Paid-in
    Deficit
Accumulated
During
Development
    Accumulated
Other
Comprehensive
Income
    Total
Stockholders’
Equity
 
    Shares    Amount    Shares    Amount    Capital    Stage    (Loss)    (Deficit) 
                                         
Balance, May 28, 2010 (Inception)      $       $   $   $   $   $ 
                                         
Common stock issued to founders           4,148,000,000    4,148,000    (4,148,000)            
                                         
Cash contributed by founders                   420            420 
                                         
Net loss for period                       (96)       (96)
                                         
Comprehensive income                           113    113 
                                         
Balance, April 30, 2011           4,148,000,000    4,148,000    (4,147,580)   (96)   113    437 
                                         
Cash contributed by founders                   515            515 
                                         
Stock-based compensation                   62,826            62,826 
                                         
Net loss for year                       (62,981)       (62,981)
                                         
Comprehensive loss                           (11)   (11)
                                         
Balance, April 30, 2012           4,148,000,000    4,148,000    (4,084,239)   (63,077)   102    786 
                                         
Recapitalization of Company           265,240,003    265,240    (285,490)           (20,250)
                                         
Services paid for with common stock of stockholder                   367,933            367,933 
                                         
Contributed capital                   44,704            44,704 
                                         
Net loss for year                       (1,148,471)       (1,148,471)
                                         
Comprehensive loss                           (7,676)   (7,676)
                                         
Balance, April 30, 2013           4,413,240,003    4,413,240    (3,957,092)   (1,211,548)   (7,574)   (762,974)
                                         
Common stock issued for settlement of debt           53,000,000    53,000    382,200            435,200 
                                         
Common stock issued for services           8,000,000    8,000    32,000            40,000 
                                         
Common stock issued for cash           48,500,000    48,500    164,012            212,512 
                                         
Net loss for three months ended July 31, 2013                       (609,434)       (609,434)
                                         
Comprehensive income                           1,488    1,488 
                                         
Balance, July 31, 2013 (Unaudited)      $    4,522,740,003   $4,522,740   $(3,378,880)  $(1,820,982)  $(6,086)  $(683,208)

 

 

See accompanying notes to the unaudited consolidated financial statements.

 

 

6
 

 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the Three Months Ended
July 31,
   For the Three Months Ended
July 31,
   For the Period from May 28, 2010 (Inception) to
July 31,
 
   2013   2012   2013 
   (Unaudited)   (Unaudited)   (Unaudited) 
CASH FLOWS FROM OPERATING ACTIVITIES:               
Net loss  $(609,434)  $(108,494)  $(1,820,982)
Adjustments to reconcile net loss to net cash used in operating activities:               
Stock-based compensation   40,000        102,826 
Non-cash contributed capital       44,704    412,637 
Loss on settlement of debt   362,262        362,262 
Changes in assets and liabilities:               
Due from related party           (376)
Accounts payable   (15,853)   63,784    89,866 
Accounts payable - related party officer           60,000 
Accrued expenses   67,947    4    135,744 
                
NET CASH USED IN  OPERATING ACTIVITIES   (155,078)   (2)   (658,023)
                
CASH FLOWS FROM FINANCING ACTIVITIES:               
Proceeds from loans   748    5,100    516,698 
Proceeds from related party advances       520    556 
Repayment of related party advances           (527)
Proceeds from sale of common stock   212,512        212,512 
Shareholder contribution           935 
               .  
NET CASH PROVIDED BY FINANCING ACTIVITIES   213,260    5,620    730,174 
                
Effect of Exchange Rate Changes on Cash   (4,224)   7    (11,791)
                
Net Increase in Cash   53,958    5,625    60,360 
                
Cash, Beginning of Period   6,402         
                
Cash, End of Period  $60,360   $5,625   $60,360 
                
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:               
Cash paid for interest  $   $   $ 
Cash paid for income taxes  $   $   $ 
                
NON-CASH INVESTING AND FINANCING ACTIVITIES:               
Increase in accounts payable in connection with recapitalization  $   $250   $250 
Increase in accrued expenses in connection with recapitalization  $   $20,000   $20,000 
Common stock issued for settlement of debt  $72,938   $   $72,938 

 

See accompanying notes to the unaudited consolidated financial statements.

 

 

7
 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2013

(Unaudited)

 

 

Note 1 – Organization, nature of operations AND RECAPITALIZATIONS

 

ARX Gold Corporation, formerly Daulton Capital Corp., (“ARX Gold”) was incorporated under the laws of the State of Nevada on July 8, 2008. On May 22, 2012, ARX Gold, Grimsby Investments Limited (“Grimsby”), a company incorporated under the law of the British Virgin Islands on March 8, 2012, and the stockholders of Grimsby (“Grimsby Shareholders”) entered into a Share Exchange. Upon closing of the transaction contemplated under the Share Exchange, as amended, on May 22, 2012 (the “Closing Date”), the Grimsby Shareholders (4 entities) transferred all of the issued and outstanding capital stock of Grimsby to ARX Gold in exchange for an aggregate of 4.148 billon shares of the common stock of ARX Gold and a commitment to pay royalties of $7,500,000 to two original founding stockholders of Grimsby, as amended retroactively in August 2012 for an original $150 million debt to the four original founding stockholders of Grimsby. Such exchange caused Grimsby to become a wholly-owned subsidiary of ARX Gold.  ARX Gold and Grimsby with its subsidiaries are collectively referred to as “the Company”.

 

The Share Exchange was accounted for as a reverse-merger and recapitalization since the stockholders of Grimsby obtained voting and management control of ARX Gold. Grimsby was the acquirer for financial reporting purposes and ARX Gold was the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Exchange are those of Grimsby and was recorded at the historical cost basis of Grimsby, and the consolidated financial statements after completion of the Share Exchange included the assets and liabilities of both Grimsby and ARX Gold and the Company’s consolidated operations from the closing date of the Share Exchange. All share and per share information in the accompanying consolidated financial statements and footnotes have been retroactively restated to reflect the recapitalizations.

 

On May 25, 2012, Daulton Capital Corp. changed its name to Celframe ARX Resources Corp. and on October 16, 2012, Celframe ARX Resources Corp. changes its name to ARX Gold Corporation.

 

On March 26, 2012, agents of Grimsby established ARX Springs Pte, Ltd., (“ARX Pte”), a company incorporated in Singapore, in anticipation of a future restructuring of the Company. At the time of its incorporation, ARX Pte had no operations, assets or stockholders.

 

On April 12, 2012, the one founding stockholder of ARX Springs Pty. Ltd. (“ARX Springs”) which was formed on November 11, 2011, and the two founding stockholders of ARX Pacific Resources Pty Ltd. (“ARX Pacific”) which was formed on May 28, 2010, transferred 100% of their respective ownerships in such companies to ARX Pte.

 

On May 15, 2012, in connection with a reorganization of Grimsby, 100% of the founders’ shares of ARX Pte were issued to Grimsby and Grimsby issued its founders shares to four entities. On May 22, 2012, immediately after the Share Exchange, the Company’s organizational structure of the Company is as follows:

 

 

 

Pursuant to certain mining rights agreements (see Note 3), ARX Pacific and ARX Springs, together referred to as the “ARX Companies”) have the rights to mine and extract gold and other materials from certain properties in Australia as described in Note 3.

 

8
 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2013

(Unaudited)

 

 

NOTE 2 – BASIS OF PRESENTATION, GOING CONCERN AND Summary of significant accounting policies

 

Basis of presentation

 

Management acknowledges its responsibility for the preparation of the accompanying interim consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the interim period presented. These consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to consolidated financial statements included in the Company’s filing of Form 10-K as filed with the Securities and Exchange Commission. The accompanying unaudited consolidated financial statements for ARX Gold Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.

 

As a result of the Company's focus on gold exploration and because the Company has no revenues, the Company is considered a development stage company as defined in ASC 915 “Development Stage Entities”. Activities during the development stage include implementation of the Company’s business plan, reorganization activities and fund raising. The Company plans on raising capital to implement its business plan and to begin development activities.

 

Details of the Company’s subsidiaries are as follows:

 

Name   Domicile and date of incorporation   Registered capital   Effective ownership   Principal activities
Grimsby Investments, Ltd.   British Virgin Islands
March 8, 2012
  U.S dollars $100   100%   Holding company
                 
ARX Springs Pte.   Republic of Singapore
March 26, 2012
  Singapore dollars (“S$”) 100,000   100%   Holding company
                 
ARX Springs Pty. Ltd.   Australia
November 11, 2011
  Australian dollars (“AUS$”) 30,000   100%   Pursuant to various agreements, ARX Springs has the right to explore, mine and extract gold and other minerals from certain properties.
                 
ARX Pacific Resources Pty. Ltd.   Australia
May 28, 2010
  AUS$ 1,000   100%   Pursuant to various agreements, ARX Pacific has the right to explore, mine and extract gold and other minerals from certain properties.

  

Going concern

 

As reflected in the accompanying consolidated financial statements, the Company had a net loss and net cash used in operations of $609,434 and $155,078, respectively, for the three months ended July 31, 2013 and a working capital deficit, a stockholders’ deficit, and a deficit accumulated during development stage of $683,208, $683,208 and $1,820,982, respectively, at July 31, 2013 and is in the development stage with no revenues. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company plans on raising capital though the sale of equity or debt instruments to commence operations.

 

9
 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2013

(Unaudited)

 

 

NOTE 2 - BASIS OF PRESENTATION, GOING CONCERN AND Summary of significant accounting policies (continued)

 

Principles of consolidation

 

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and present the consolidated financial statements of the Company and its wholly-owned subsidiaries as of July 31, 2013. In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.

 

Use of estimates

 

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Significant estimates in the three months ended July 31, 2013 and 2012 include the valuation of deferred tax assets, accruals for taxes due, and the value of stock-based compensation and contributed services.

 

Fair value of financial instruments

 

The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

*Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

*Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

*Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the balance sheets for cash, due from related party, loans payable, accounts payable, accounts payable – related party officer, accrued expenses and due to related party approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of July 31, 2013 and April 30, 2013.

 

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

 

Cash and cash equivalents

 

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

 

10
 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2013

(Unaudited)

 

 

NOTE 2 - BASIS OF PRESENTATION, GOING CONCERN AND Summary of significant accounting policies (continued)

 

Mineral property acquisition and exploration costs

 

The Company follows ASC 930 “Extraction Activities – Mining” in accounting for mining costs. Costs of lease, acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred as “development costs” in the accompanying statements of operations. The Company has chosen to expense all mineral acquisition and exploration costs as incurred given that it is still in the development stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be depleted, using the units-of-production method over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. During the three months ended July 31, 2013 and 2012, the Company did not incur any exploration costs.

 

Environmental Matters

 

Our operations are subject to evolving government environmental laws and regulations related to the discharge of materials into the environment. Our process is not expected to produce harmful levels of emissions or waste by-products. However, these laws and regulations would require us to remove or mitigate the environmental effects of the disposal or release of substances at our site should they occur. Compliance with such laws and regulations can be costly. Additionally, governmental authorities may enforce the laws and regulations with a variety of civil and criminal enforcement measures, including monetary penalties and remediation requirements. We are not aware of any area of non-compliance with governmental environmental laws and regulations as of the date of this report.

 

Asset retirement obligations

 

The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The Company did not have any asset retirement obligation at July 31, 2013 and April 30, 2013.

 

Impairment of long-lived assets

 

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charges for the three months ended July 31, 2013 and 2012.

 

Advertising

 

Advertising is expensed as incurred and is included in selling expenses on the accompanying consolidated statements of income. The Company did not incur advertising expenses during the three months ended July 31, 2013 and 2012.

 

11
 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2013

(Unaudited)

 

 

NOTE 2 – BASIS OF PRESENTATION, GOING CONCERN AND Summary of significant accounting policies (continued)

 

Income taxes

 

The Company is governed by the income tax laws of Australia, the Republic of Singapore, and the British Virgin Islands. The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

The Company applies the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our consolidated financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of July 31, 2013 and April 30, 2013, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

 

Foreign currency translation

 

The accompanying consolidated financial statements are presented in U.S. dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of Grimsby Investments Ltd is the U.S. dollar, ARX Companies is the Australian dollar and the functional currency of ARX Pte is the Singapore dollar. Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. The foreign currency translation adjustment included in comprehensive income (loss) for the three months ended July 31, 2013 and 2012 amounted to $1,491 and $(10), respectively.

 

Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred.

 

As of July 31, 2013 and April 30, 2013 and for the three months ended July 31, 2013 and 2012, the exchange rates used to translate amounts in Australian dollars and Singapore dollars into USD for the purposes of preparing the consolidated financial statements were as follows:

 

    AUS $   SGD $
    July 31,
2013
  April 30,
2013
  July 31,
2013
  April 30,
2013
Exchange rate on balance sheet dates                
USD : AUS$: S$ exchange rate   0.9100   1.0324   0.7878   0.8096

 

    AUS $   SGD $
    Three months ended   Three months ended
    July 31, 2013   July 31, 2012   July 31, 2013   July 31, 2012
Average exchange rate for the period                
USD : AUS$: S$ exchange rate   0.9516   1.0086   0.8054   0.7913

 

12
 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2013

(Unaudited)

 

 

NOTE 2 - BASIS OF PRESENTATION, GOING CONCERN AND Summary of significant accounting policies (continued)

 

Stock-based compensation

 

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

 

Net loss per share of common stock

 

Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. As of July 31, 2013 and April 30, 2013, the Company did not have any potentially dilutive common shares.

 

Accumulated other comprehensive income

 

Comprehensive income is comprised of net income and all changes to stockholders' equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the three months ended July 31, 2013 and 2012 included net loss and unrealized gains (losses) from foreign currency translation adjustments.

 

Related party transactions

 

A related party is generally defined as (i) any person that holds 10% or more of the Company's securities including such person's immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Recent accounting pronouncements

 

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

 

13
 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2013

(Unaudited)

 

 

NOTE 3 – MINING RIGHTS

 

ARX Springs Project

 

On March 6, 2012 and as amended on March 31, 2012, the Company’s subsidiaries, ARX Springs and ARX Pacific entered into Stage Tribute Agreements (the “Stage Tribute Agreements”) with Riverstone Resources Pty Ltd. (“Riverstone”). The Stage Tribute Agreements were made pursuant to the terms of an agreement dated February 27, 2012 between Riverstone and BRI Microfine Pty Ltd., a related party (See Note 4) (the “Riverstone Master Agreement”). The Stage Tribute Agreements grant the exclusive right to the ARX Companies to explore, mine and extract gold and other extracted products on the ARX Springs Project properties located in the Wide Bay Burnett Region in central Queensland, Australia. The ARX Springs Project overall covers approximately 16 km² of surface area and the mining project is part of a larger area for which Riverstone owns and operates an extractive industries business. Under the Riverstone Master Agreement terms and exercising the exclusive right of the ARX companies to explore, mine and extract gold on the project, BRI Microfine Pty Ltd has paid $60,000 to Riverstone from the development expenses it has received from the Company, for fees costs and expenses with the Queensland Department of Mines and for the development of the ArxSprings project.

 

The two ARX Companies will jointly operate at the ARX Springs site, and Phase 1 of the mining processing at ARX Springs under the respective Stage Tribute Agreements will mine a surface area of 600 ha. Under the terms of the Riverstone Master Agreement between BRI, a related party and Riverstone, phase 2 of the mining process at the ARX Springs Project may commence at any time and does not require work on phase 1 to be completed. ARX Companies must pay to Riverstone production royalty of 19% of the value of production extracted and processed from the first 100 ha surface area of the ARX Springs Project treated and 15% of the value of production extracted and processed from the surface area of the project which exceeds 100ha.

 

During the term of the Stage Tribute Agreements, Riverstone solely or jointly with one or both of the ARX Companies (and either of the ARX Companies solely or jointly with Riverstone) may apply for extensions and additional mining licenses from the Queensland Mines and Resources Department. During all terms of the mining license and any additional mining licenses, the holders of all ARX Springs mining license and additional mining licenses shall be obliged to comply with the regulations applicable and to meet the obligations imposed by the Mineral Resource Act of 1989 (Queensland). If the mining license or additional mining licenses, at any time are cancelled, the ARX Companies may lose the right to mine and process at the ARX Springs Project. Riverstone may terminate the Stage Tribute Agreements on prior notice to the ARX Companies if ARX Companies are in breach of the agreements but termination cannot be affected without the ARX Companies being first permitted to remedy any alleged breach and any disputes between Riverstone and the ARX Companies will be subject to mediation and if mediation is unsuccessful will be submitted to arbitration. Riverstone may terminate the Stage Tribute Agreements by giving three months’ notice by March 5, 2037, with provision to extend dates if required, or after the resources have been fully mined and processed, whichever occurs first. The initial ten hectare surface area of the ARX Springs Project must be mined and processed by March 5, 2025.

 

The ARX Companies are obliged to take out business liability and employee insurances which shall be effected when mining processing commences.

 

As of July 31, 2013, mining processing has not commenced. Prior to undertaking any ground disturbing work on the ARX Springs Project, the ARX Companies must, in the ordinary course of the mining business obtain the approval of the Queensland Department of Mines on a proposed work plan. The agreements with Riverstone require consultation with Riverstone on the form of any proposed work plan to ensure it is not likely to interfere with the activities of Riverstone. The ARX companies solely or jointly with Riverstone may proceed to obtain all necessary regulatory approvals for any proposed work plan according to standard industry mining practice in the State of Queensland as governed by the Mineral Resource Act 1989. As of July 31, 2013, the ARX Companies and Riverstone are developing work plans in anticipation of a future submission to the Queensland Department of Mines.

 

14
 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2013

(Unaudited)

 

 

NOTE 3 – MINING RIGHTS (continued)

 

The ARX Companies will be responsible for all rehabilitation works on the properties, as required by the Queensland Mines and Resources Department, and any other governmental or other authorities in relation to exploration or mining activities carried out by the ARX Companies. Prior to the commencement of work the Queensland Mines and Resources Department will assess a value of a rehabilitation bond and the value of the rehabilitation bond will have to be paid by the ARX companies. There is no reason known to Riverstone or ARX Companies why the bond will not be assessed according to current Queensland Mines and Resources Department guidelines but the actual amount of the rehabilitation bond is not yet known.

 

During the term of the Stage Tribute Agreements, Riverstone shall take all action necessary to keep the ARX Project in good standing. Riverstone will be obliged to protect the land areas and the Mining License and Riverstone shall make any required payments to the Department of Mines and Resources or such other department of the government of Queensland Australia responsible for the administration of the Mineral Resource Act of 1989 (Queensland) in order to maintain its rights to explore and, if warranted, to develop its property. If Riverstone fails to meet these obligations, the Company may lose the right to explore for gold and other extracted products on the properties. In general terms the Arx Companies are entitled under their agreements to act on their own behalf to protect the land and site and the mining leases and to pay royalties to Queensland Mines Department if they decide to do so by potential threats or risks to the project or rights.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

Technology Sub-license Agreement

 

On November 24, 2011, the Company’s subsidiary, ARX Springs, entered into a Technology Sub-license Agreements (the “Technology Agreement”) with BRI Microfine Pty Ltd. (“BRI”), a company incorporated in Australia and owned by the Company’s CEO and by a principal stockholder/founder of the Company. Pursuant to the Technology Agreement, BRI granted to ARX Springs an exclusive non-assignable, non-transferrable sub license to use the BRI’s technology with the ARX Spring Project for the term of the project. BRI’s technology is a chemical leaching process which has been shown to concentrate gold, particularly in a microfine (finer than 5 microns) state, from concentrates, ores, tailings, solutions and other friable or pulverized materials. As consideration of the Sub-license agreement, the Company shall pay a royalty to BRI calculated as a percentage of the gross value of extracted product on a sliding scale based on tonnes processed ranging from 15% down to 10%. BRI in its discretion may at any time allow a rebate to ARX Springs of any royalty payable. Through July 31, 2013, BRI has received payments from the Company for development expenses for the ArxSprings project and for management and preparatory expenses toward the establishment of resource stockpile, infrastructure planning and funding for construction of material processing plants and the necessary action to keep the ArxSprings project in good standing, according to the Stage Treatment Agreements, Riverstone Master Agreement and the Queensland Mines and Resources Department (See “Development costs – related party” below).

 

BRI, at the cost of the Company, and in accordance with the requirements of the Company, will construct at the ARX Springs Project site alluvial material processing production plants. Additionally, BRI will arrange for the application of software systems for operations and metallurgical reporting and information systems to be installed in all alluvial material processing production plants for the ARX Spring project. The Company shall pay BRI invoices for the provision of software systems and metallurgical reporting and information systems and construction of alluvial material processing production plants.

 

Due from related party

 

The Company received from and provided advances to BRI. These advances are unsecured and payable on demand. At July 31, 2013 and April 30, 2013, amounts due from BRI amounted to $352 and $400, respectively.

 

Accounts payable – related party

 

At July 31, 2013 and April 30, 2013, accounts payable – related party consisted of $60,000 due to a legal firm owned by an officer of the Company for legal services performed.

 

15
 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2013

(Unaudited)

 

 

NOTE 4 - RELATED PARTY TRANSACTIONS (continued)

 

Due to related party

 

The Company received working capital advances from the Company’s chief executive officer. The advances were unsecured and payable on demand. At July 31, 2013 and April 30, 2013, the amount due to the Company’s chief executive officer amounted to $25 and $29, respectively.

 

Royalty commitment

 

In August 2012, in connection with an amendment to the Share Exchange dated May 22, 2012, the Company entered into a royalty agreement (the “Royalty Agreement”) with two original founding stockholders of Grimsby (one of which is an officer and director of the Company and the other who is a principal stockholder of the Company and consultant to the Company), who received shares in the Share Exchange. Pursuant to the Royalty Agreement, the Company agreed, at the discretion of the Company’s board of directors, to pay these parties up to $7,500,000 in royalties from gross profits derived from the sales of all minerals and other products recovered from the ARX Spring Project.

 

Development costs – related party

 

During the three months ended July 31, 2013 and 2012, the Company paid development fees of $150,467 and $0 to BRI for development services performed on the ARX Springs Project (See “Technology Sublicense Agreement” above).

 

NOTE 5 - LOANS PAYABLE

 

Through July 31, 2013, a shareholder, who is not a related party, advanced the Company $491,752 for working capital purposes. The advances are non-interest bearing, are unsecured and are payable on demand. In May 2013, $50,000 of this note was converted into 50,000,000 shares of the Company’s common stock (See Note 6). At July 31, 2013, amount due to this shareholder amounted to $441,752.

 

In April 2013, a third party advanced the Company $22,938 for working capital purposes. The advances are non-interest bearing, are unsecured and are payable on demand. In May 2013, $22,938 of this note was converted into 3,000,000 shares of the Company’s common stock (See Note 6).

 

note 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

Cash contributed by founders

 

For the three months ended July 31, 2013 and for the period from May 28, 2010 (inception) to July 31, 2013, the original stockholders of ARX Pacific contributed capital to ARX Pacific of $0 and $935, respectively.

 

Stock-based compensation

 

On November 11, 2011, the Company issued 30,000 shares of ARX Spring’s common stock to ARX Springs original founders for services rendered. As there was no determinable fair value of founder’s shares, the Company valued these common shares at a nominal value of AUS$1.00 per common share. In connection with issuance of these common shares, the Company recorded stock-based compensation of $30,780.

 

On May 15, 2012 and accounted for on March 8, 2012, pursuant to recapitalization accounting, the Company issued 100 shares of Grimsby common stock to Grimsby’s original founders for services rendered. As there was no determinable fair value of founder’s shares, the Company valued these common shares at a nominal value of $1.00 per common share. In connection with issuance of these common shares, the Company recorded stock-based compensation of $100. This 100 share issuance quantity has also been retroactively reflected back to inception of the Company.

 

16
 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2013

(Unaudited)

 

 

note 6 – STOCKHOLDERS’ EQUITY (DEFICIT) (continued)

 

On March 26, 2012, the Company issued 40,280 shares of ARX Pte common stock to ARX Pte original founders for services rendered. As there was no determinable fair value of founder’s shares, the Company valued these common shares at a nominal value of AUD$1.00 per common share. In connection with issuance of these common shares, the Company recorded stock-based compensation of $31,946.

 

On May 22, 2012, in connection with the share exchange agreement and recapitalization, the Company issued 4,148,000,000 shares of its common stock to the Grimsby shareholders (See Note 1).

 

On July 1, 2013, the Company entered to two consulting agreements for an aggregate of 8,000,000 shares (5,000,000 and 3,000,000 shares, respectively) for business development services for a one month term. The common shares were valued at fair value using the quoted trading price on the date of grant of $0.005 per common share and the Company recorded stock-based consulting expense of $40,000.

 

Common stock issued for settlement of debt

 

On May 9, 2013, the Company issued 50,000,000 shares to a shareholder, who is not a related party, in connection with the settlement of $50,000 in debt. The Company valued the 50,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0085 per share or $425,000. Accordingly, the Company reduced loan payable by $50,000 and recorded a loss on the settlement of debt of $375,000.

 

On July 26, 2013, the Company issued 3,000,000 common shares to a third party debt holder in connection with the settlement of AUD$25,000 in debt (approximately $22,938). The Company valued the 3,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0034 per share or $10,200. Accordingly, the Company reduced loan payable by $22,938 and recorded a gain on the settlement of debt of $12,738.

 

Common stock sold for cash

 

On May 5, 2013 and June 27, 2013, the Company sold an aggregate of 18,000,000 of its common stock to an investor at an average price of AUD $0.0039 per common share for proceeds of AUD$70.000 (approximately $69,917).

 

On May 11 and May 22, 2013, the Company sold an aggregate of 500,000 of its common stock to two individuals (250,000 common shares each) at a price of AUD $0.008 per common share for proceeds of AUD$4.000 (approximately $3,955).

 

On July 23, 2013, the Company sold 10,000,000 of its common stock to an investor at a price of AUD $0.005 per common share for proceeds of AUD$50.000 (approximately $46,110).

 

On July 26, 2013, the Company sold 20,000,000 shares of its common stock to an investor at a price of AUD $0.005 per common share for proceeds of AUD$100.000 (approximately $92,530).

 

Other contributed capital

 

In connection with consulting services performed for the Company by a third party in the amount of $44,704, BRI agreed to pay for these services on behalf of the Company, Accordingly, for the year ended April 30, 2013, the Company recorded professional fees of $44,704 and contributed capital of $44,704.

 

In connection with consulting and other services performed for the Company by various third parties, a shareholder of the Company agreed to pay for these services on behalf of the Company by issuing their shares of the Company to the various third parties, The Company valued these services by multiplying the numbers of shares transferred to the third parties by the fair value of the Company’s common share based on the quoted trading price of the common stock on the grant date which is the measurement date. Accordingly, for the year ended April 30, 2013, the Company recorded professional fees of $367,933 and contributed capital of $367,933.

 

17
 

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2013

(Unaudited)

 

 

NOTE 7 - CONCENTRATIONS

 

Reliance on contractual agreements

 

The Company’s business is dependent on agreements with an unrelated party (see Note 3) and a related party (see Note 4).

 

Concentrations of credit risk

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. At July 31, 2013 and April 30, 2013, all of the Company’s cash is maintained with banks in the U.S., Australia and Singapore. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

 

Concentration of funding

 

Through April 30, 2013, the majority of the cash funding was in the form of short-term loans and was received from one source, a shareholder of the Company. Management believes this is no longer a source of funding prospectively. During the three months ended July 31, 2013, funding was provided from the sale of common stock to various investors.

 

Concentration in a geographic area

 

The Company will operate in the mining industry and the operations will be concentrated in Australia (See Note 3).

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

On June 18, 2012, the Company entered into a Placement Agent Agreement with Khandwala Securities Limited (“KSL”) (the “Placement Agent”), whereby KSL was to act as exclusive Placement Agent, perform due diligence, and conduct other business development activities for a period of six months. In accordance with the Placement Agent Agreement, the Company shall pay KSL 5% of funds raised up to $50 million. Additionally, the Company agreed to pay the Placement Agent $250,000 with $100,000 due upon signing of the Placement Agreement, $100,000 on completion of due diligence and submission of an information memorandum and $50,000 upon the Company’s sign–off of a placement memorandum and information statement. To date, KSL had not submitted any information statement or placement memorandum. Accordingly, the Company believes that only $100,000 may be due pursuant to the Placement Agent Agreement. The $100,000 was earned and accrued by the Company as of October 31, 2012. Under the terms of its agreement with KSL, through July 31, 2013, the Company paid an aggregate of $86,000 under the terms of KSL agreement.

 

In August 2012, in connection with an amendment to the Share Exchange dated May 22, 2012, the Company entered into a royalty agreement (the “Royalty Agreement”) with two original founding stockholders of Grimsby (one of which is an officer and director of the Company and the other who is a principal stockholder of the Company and a consultant to the Company), who received shares in the Share Exchange. Pursuant to the Royalty Agreement, the Company agreed, at the discretion of the Company’s board of directors, to pay these parties up to $7,500,000 in royalties from gross profits derived from the sales of all minerals and other products recovered from the ARX Spring Project.

 

18
 

 

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

 

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

 

Plan of Operations

 

We have commenced limited operations and we will require outside capital to implement our business model. We were incorporated under the laws of the State of Nevada July 8, 2008 as formerly Daulton Capital Corp. On May 25, 2012, Daulton Capital Corp. changed its name to Celframe ARX Resources Corp. and on October 16, 2012, Celframe ARX Resources Corp. changes its name to ARX Gold Corporation (“ARX Gold”).

 

On May 22, 2012, ARX Gold, Grimsby Investments Limited (“Grimsby”), a company incorporated under the law of the British Virgin Islands on March 8, 2012, and the stockholders of Grimsby (“Grimsby Shareholders”) entered into a Share Exchange. Upon closing of the transaction contemplated under the Share Exchange, as amended, on May 22, 2012, the Grimsby Shareholders (4 entities) transferred all of the issued and outstanding capital stock of Grimsby to ARC Gold in exchange for an aggregate of 4.148 billon shares of the common stock of ARX Gold and a commitment to pay royalties of $7,500,000 to two original founding stockholders of Grimsby, as amended retroactively in August 2012 for an original $150 million to the four original founding stockholders of Grimsby. Such exchange caused Grimsby to become a wholly-owned subsidiary of ARX Gold. ARX Gold and Grimsby with its subsidiaries are collectively referred to as “the Company”.

 

The Share Exchange was accounted for as a reverse-merger and recapitalization since the stockholders of Grimsby obtained voting and management control of ARX Gold. Grimsby was the acquirer for financial reporting purposes and ARX Gold was the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Exchange Agreement will be those of Grimsby and was recorded at the historical cost basis of Grimsby, and the consolidated financial statements after completion of the Share Exchange included the assets and liabilities of both Grimsby and ARX Gold and the Company’s consolidated operations from the closing date of the Share Exchange.

 

On March 26, 2012, agents of Grimsby established ARX Springs Pte, Ltd., (“ARX Pte”), a company incorporated in Singapore, in anticipation of a future restructuring of the Company. At the time of its incorporation, ARX Pte had no operations, assets or stockholders.

 

On April 12, 2012, the one founding stockholder of ARX Springs Pty. Ltd a (“ARX Springs”), formed on November 11, 2011, and the two founding stockholders of ARX Pacific Resources Pty Ltd. (“ARX Pacific”), formed on May 28, 2010, transferred 100% of their respective ownerships in such companies to ARX Pte.

 

On May 15, 2012, in connection with a reorganization of Grimsby, 100% of the founders’ shares of ARX Pte were issued to Grimsby and Grimsby issued its founders shares to four entities.

 

On May 22, 2012, immediately after the Share Exchange, our organizational structure is as follows:

 

 

 

Pursuant to certain mining rights agreements, ARX Pacific and ARX Springs, together referred to as the “ARX Companies” have the rights to mine and extract gold and other materials from certain properties in Australia.

 

19
 

 

ARX Springs Project

 

On March 6, 2012 and as amended on March 31, 2012, our subsidiaries, ARX Springs and ARX Pacific entered into Stage Tribute Agreements (the “Stage Tribute Agreements”) with Riverstone Resources Pty Ltd. (“Riverstone”). The Stage Tribute Agreements were made pursuant to the terms of an agreement dated February 27, 2012 between Riverstone and BRI Microfine Pty Ltd., a related party (See Note 4) (the “Riverstone Master Agreement”). The Stage Tribute Agreements grant the exclusive right to the ARX Companies to explore, mine and extract gold and other extracted products on the ARX Springs Project properties located in the Wide Bay Burnett Region in central Queensland, Australia. The ARX Springs Project overall covers approximately 16 km² of surface area and the mining project is part of a larger area for which Riverstone owns and operates an extractive industries business.

 

The two ARX Companies will jointly operate at the ARX Springs site, and Phase 1 of the mining processing at ARX Springs under the respective Stage Tribute Agreements will mine a surface area of 600 ha. Under the terms of the Riverstone Master Agreement between BRI, a related party and Riverstone, phase 2 of the mining process at the ARX Springs Project may commence at any time and does not require work on phase 1 to be completed. ARX Companies must pay to Riverstone production royalty of 19% of the value of production extracted and processed from the first 100 ha surface area of the ARX Springs Project treated and 15% of the value of production extracted and processed from the surface area of the project which exceeds 100 ha.

 

Limited Operating History

 

We have generated a limited financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

 

Critical Accounting Policies and Estimates

 

While our significant accounting policies are more fully described in Note 2 to our financial statements for the three months ended July 31, 2013, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

 

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to the accounting for and recovery of long-lived assets including mining rights, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

 

Mining property acquisition and exploration costs

 

We follow ASC 930 “Extraction Activities – Mining” in accounting for mining costs. Costs of lease, acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral acquisition and exploration costs as incurred given that it is still in the development stage. Once we have identified proven and probable reserves in our investigation of our properties and upon development of a plan for operating a mine, we will capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be depleted, using the units-of-production method over the estimated life of the probable-proven reserves. When we have capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, we have not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed.

 

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Environmental Matters

 

Our operations are subject to evolving government environmental laws and regulations related to the discharge of materials into the environment. Our process is not expected to produce harmful levels of emissions or waste by-products.  However, these laws and regulations would require us to remove or mitigate the environmental effects of the disposal or release of substances at our site should they occur.  Compliance with such laws and regulations can be costly.  Additionally, governmental authorities may enforce the laws and regulations with a variety of civil and criminal enforcement measures, including monetary penalties and remediation requirements.  We are not aware of any area of non-compliance with governmental environmental laws and regulations as of the date of this report.

 

Asset retirement obligations

 

We follow the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.

 

Impairment of long-lived assets

 

In accordance with ASC Topic 360, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

 

Foreign currency translation

 

The accompanying consolidated financial statements are presented in U.S. dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of the ARX Companies is the Australian dollar and the functional currency of ARX Pte is the Singapore dollar. Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets.  Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income.  

 

Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

Stock-based compensation

 

We account for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. We account for non-employee share-based awards in accordance with ASC Topic 505-50.

 

Recent accounting pronouncements

 

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.

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Results of Operations

 

For the Three Months Ended July 31, 2013 and 2012

 

Revenues

 

Since inception, we had $0 in revenue.

 

Operating Expenses

 

For the three months ended July 31, 2013 and 2012, operating expenses consisted of the following:

 

   Three Months Ended July 31, 
   2013   2012 
Compensation  $26,948   $ 
Professional fees   69,601    106,063 
Development costs – related party   150,467     
Other selling, general and administrative   156    2,431 
   $247,172   $108,494 

 

*During the three months ended July 31, 2013, compensation expense amounted to $26,948 and included $5,948 in director’s fees and $21,000 in compensation expense for services rendered by our CEO. Beginning in February 2013, we agreed to pay our CEO $7,000 per month for services rendered.

 

*For the three months ended July 31, 2013 and 2012, professional fees were $69,601 and $106,063, respectively.  During the three months ended July 31, 2013, we incurred consulting fees of $21,000 related to development services performed by a significant shareholder of the Company. Beginning in February 2013, we agreed to pay our consultant $7,000 per month for services rendered. Additionally, on July 1, 2013, we entered to two consulting agreements for an aggregate of 8,000,000 shares (5,000,000 and 3,000,000 shares, respectively) for business development services for a one month term. The common shares were valued at fair value using the quoted trading price on the date of grant of $0.005 per common share and we recorded stock-based consulting expense of $40,000. During the three months ended July 31, 2012, we incurred business development and consulting fees of $44,704 related to the preparation of an exploration report on the ARX Springs Project. Additionally, we incurred $40,000 in connection with due diligence and capital raising activities, and accounting and legal fees of $21,359. We expect professional fees to increase as we incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, and other rules implemented by the Securities and Exchange Commission.

 

*During the three months ended July 31, 2013, we incurred and paid development fees of $150,467 to BRI Microfine, a related party, for development services performed on the ARX Springs Project. We expect to continue incur such expenses in the near future.

 

*For the three months ended July 31, 2013, other selling, general and administrative expenses, which included bank service charges and other office related expenses, decreased by $2,274 as compared to the three months ended July 31, 2012, due to our stricter control in operating spending.

 

Other Expense

 

During the three months ended July 31, 2013, we recorded a loss from settlement of debt of $362,262 related to the following:

 

·In May 2013, we issued 50,000,000 shares to a shareholder in connection with the settlement of $50,000 in debt. We valued the 50,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0085 per share or approximately $425,000. Accordingly, we reduced loan payable by $50,000 and recorded a loss on the settlement of debt of approximately $375,000.

 

·In July 2013, we issued 3,000,000 common shares to a debt holder in connection with the settlement of AUD$25,000 (approximately $22,938) in debt. We valued the 3,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0034 per share or $10,200. Accordingly, we reduced loan payable by $22,938 and recorded a gain on the settlement of debt of $12,738.

 

 

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Net Loss

 

As a result of the factors described above, our net loss for the three months ended July 31, 2013 and 2012 was $609,434 and $108,494, or a net loss per common share of $0.00 and $0.00 (basic and diluted), respectively.

 

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. To date, we have funded our operations through the sale of our common stock. Our primary uses of cash have been for compensation, and professional fees. All funds received have been expended in the furtherance of growing the business and establishing brand portfolios. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

 

·An substantial increase in working capital requirements to finance our mining operations,
·Addition of administrative and professional personnel as the business grows,
·The cost of being a public company, and
·Capital expenditures on excavation, mining and other equipment
·Payment of royalties upon commencement of production.

 

At July 31, 2013, we had a cash balance of $60,360 and for the three months ended July 31, 2013, we used $155,078 in cash for operations. Since inception we have funded our operations primarily from the following sources:

 

(1)Through July 31, 2013, a shareholder advanced the Company $491,752 for working capital purposes. The advances are non-interest bearing, are unsecured and are payable on demand. In May 2013, $50,000 of this note was converted in 50,000,000 shares of the Company’s common stock.

 

(2)In April 2013, a third party advanced the Company $22,938 for working capital purposes. The advances are non-interest bearing, are unsecured and were payable on demand. In May 2013, $22,938 of this note was converted into 3,000,000 shares of the Company’s common stock.

 

We currently have no material commitments for capital expenditures, however, in order to commence operations, we must raise funds through equity or debt financing. We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than working capital and funds received from a shareholder and related parties, we presently have no other alternative source of working capital. We will use these funds to fund our operating expenses, pay our obligations, grow our company, and to begin or exploration and mining operation on the ARX Springs Project. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations and we will need to raise significant additional capital. We do not anticipate we will be profitable in the remaining of fiscal 2014. Therefore our future operations may be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to further curtail our marketing and development plans and possibly cease our operations.

 

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern in their audit opinion for the year ended April 30, 2013.

 

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

 

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Operating activities 

 

For the three months ended July 31, 2013 and 2012, net cash flows used in operating activities amounted to $155,078 and $2, respectively. We expect cash used in operations to increase in future periods as we implement our business plan. Net cash flow used in operating activities for the three months ended July 31, 2013 primarily reflected net loss of $609,434 adjusted for non-cash item of stock-based compensation of $40,000 and loss on settlement of debt of $362,262 and changes in operating assets and liabilities primarily consisting of a decrease in account payable of $15,853, and an increase in accrued expenses of $67,947. Net cash flow used in operating activities for the three months ended July 31, 2012 mainly reflected net loss of $108,494 adjusted for non-cash item of contributed services of $44,704 and change in operating assets and liabilities primarily consisting of an increase in accounts payable of $63,784.

 

Financing activities

 

For the three months ended July 31, 2013 and 2012, net cash flows provided by financing activities was $213,260 and $5,620, respectively. During the three months ended July 31, 2013, we received proceeds from loans from a shareholder of $748 and proceeds from sale of common stock of $212,512. During the three months ended July 31, 2012, we received proceeds from loans from a shareholder of $5,100 and proceeds from related party advances of $520.

 

Contractual Obligations

 

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our financial position, results of operations, and cash flows. The following tables summarize our contractual obligations as of July 31, 2013 and the effect these obligations are expected to have on our liquidity and cash flows in future periods. 

 

   Payments due by period 
Contractual obligations   Total    Less than 1 year    1-3 Years    3-5 Years    5+ Years 
Royalties commitment – related parties  $7,500,000   $   $   $   $7,500,000 
Loans payable   441,752    441,752             
Total contractual obligations  $7,941,752   $441,752   $   $   $7,500,000 

 

Off-Balance Sheet Arrangements

 

As of the date of this report, we did not have any off-balance sheet arrangements that have, or is reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

 

Not required for smaller reporting companies.

 

 

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Item 4.Controls and Procedures.

 

Evaluation of disclosure controls and procedures

 

Our management, with the participation of the Company’s Principal Executive Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of July 31. 2013.

 

Based on such evaluation, the Company’s Principal Executive Officer have concluded that as of July 31, 2013, the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Principal Executive Officer, as appropriate to allow timely discussions regarding required disclosure; due to the material weaknesses described below.

 

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in stockholders’ equity and cash flows for the periods presented.

 

Changes in Internal Controls

 

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended July 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1.Legal Proceedings.

 

We are not a party to, and none of our property is the subject of, any pending legal proceedings. To our knowledge, no governmental authority is contemplating any such proceedings.

 

Item 1A.Risk Factors.

 

Not required to be provided by smaller reporting companies.

 

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

 

On May 5, 2013 and June 27, 2013, we sold an aggregate of 18,000,000 of its common stock to an investor for proceeds of AUD$70.000 (approximately $70,123). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

 

On May 9, 2013, we issued 50,000,000 shares to a shareholder in connection with the settlement of $50,000 in debt. We valued the 50,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0085 per share or $425,000. Accordingly, we reduced loan payable by $50,000 and recorded a loss on the settlement of debt of $375,000. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

 

On May 11 and May 22, 2013, we sold an aggregate of 500,000 of our common stock to two individuals (250,000 common shares each) for proceeds of AUD$4.000 (approximately $3,968). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

 

On July 1, 2013, we entered to two consulting agreements for an aggregate of 8,000,000 shares (5,000,000 and 3,000,000 shares, respectively) for business development services for a one month term. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

 

On July 23, 2013, we sold 10,000,000 of its common stock to an investor for proceeds of AUD$50.000 (approximately $46,110). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

 

 

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On July 26, 2013, we issued 3,000,000 common shares to a debt holder in connection with the settlement of $22.938 in debt. We valued the 3,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0034 per share or $10,200. Accordingly, we reduced loan payable by $22.938 and recorded a gain on the settlement of debt of $12,738. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

 

On July 26, 2013, we sold 20,000,000 of its common stock to an investor for proceeds of AUD$100.000 (approximately $91,739). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

 

Item 3.Defaults Upon Senior Securities.

 

None.

 

Item 4.Mine Safety Disclosures.

 

None.

 

Item 5.Other Information.

 

None.

 

Item 6.Exhibits.

 

Exhibit No. Description
31.1* Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
31.2* Rule 13a-14(a)/15d-14(a) certificate of Principal Financial Officer
32.1** Section 1350 certification of Chief Executive Officer and Chief Financial Officer
101.INS† XBRL Instance Document
101.SCH † XBRL Taxonomy Schema
101.CAL † XBRL Taxonomy Calculation Linkbase
101.DEF † XBRL Taxonomy Definition Linkbase
101.LAB † XBRL Taxonomy Label Linkbase
101.PRE † XBRL Taxonomy Presentation Linkbase

__________________

*Filed herewith.
**In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are furnished and not filed.
Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  ARX GOLD CORPORATION
     
Date: September 10, 2013 By: /s/ Brian Smith  
   

Brian Smith, Chief Executive Officer

(Principal Executive Officer)

     
     
Date: September 10, 2013 By: /s/ Brian Smith
    Brian Smith, Chief Financial Officer and Principal Accounting Officer

 

 

 

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