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EXCEL - IDEA: XBRL DOCUMENT - Panex Resources Inc.Financial_Report.xls


PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2013


[X]  QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


[  ]  TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission file number 000-51707


PANEX RESOURCES INC.

(Exact name of registrant as specified in its charter)


Incorporated in the State of Nevada

(State or other jurisdiction of incorporation or organization)

00-0000000

(I.R.S. Employer Identification No.)

Coresco AG, Level 3, Gotthardstrasse 20, 6304 Zug, Switzerland

(Address of principal executive offices)

+41 7887 96966

(Issuer’s telephone number)

-

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


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes  [  ] 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Larger accelerated filer [  ]  Accelerated filer  [  ]  Non-accelerated filer [  ]  Smaller reporting company [X]

(Do not check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[X] Yes  [  ] No


APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class

Outstanding at December 23, 2013

Common Stock - $0.001 par value

336,261,507


Documents incorporated by reference: Refer to Exhibits





1  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




INDEX


PART I - FINANCIAL INFORMATION

3

 

 

     ITEM 1 - FINANIAL STATEMENTS

3

 

 

     BALANCE SHEETS

3

 

 

     STATEMENTS OF OPERATIONS

4

 

 

     STATEMENTS OF CASH FLOWS

5

 

 

     STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIENCY)

6

 

 

     NOTES TO FINANCIAL STATEMENTS

9

 

 

     ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

18

 

 

     ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

21

 

 

     ITEM 4 - CONTROLS AND PROCEDURES

21

 

 

PART II - OTHER INFORMATION

21

 

 

     ITEM 1 - LEGAL PROCEEDINGS

22

 

 

     ITEM 1A - RISK FACTORS

22

 

 

     ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

22

 

 

     ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

22

 

 

     ITEM 4 - MINING SAFETY DISCLOSURES

22

 

 

     ITEM 5 - OTHER INFORMATION

22

 

 

     ITEM 6 - EXHIBITS

22

 

 

     SIGNATURES

24
















2  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




PART I - FINANCIAL INFORMATION


ITEM 1 - FINANCIAL STATEMENTS


BALANCE SHEETS


PANEX RESOURCES INC.

As at

As at

(An exploration stage enterprise)

30 November

31 August

Balance Sheets

2013

2013

 

(Unaudited)

(Audited)

(Expressed in U.S. Dollars)

$

$

 

 

 

ASSETS

 

 

Current assets

 

 

Cash

5,937

519

Total current assets

5,937

519

Total assets (all current)

5,937

519

 

 

 

Liabilities and Stockholders' Equity (Deficiency)

 

 

Current liabilities

 

 

Accounts payable and accrued expenses

70,822

63,344

Accounts payable and accrued expenses related parties (Note 4(b))

126,653

163,643

Loans and borrowings, related party

50,000

-

Advances received for common stock subscriptions

329,375

-

Loans and borrowings

-

110,000

Total liabilities (all current)

576,850

336,987

Stockholders’ Equity (Deficiency)

 

 

Common stock

 

 

  Authorized: 500,000,000 (2013: 500,000,000)

 

 

    common shares with par value of $0.001 each

 

 

  Issued and outstanding:

 

 

    366,261,507 (August 31, 2013: 118,261,507) common shares

366,261

118,261

Additional paid-in capital

13,131,129

13,080,699

Donated capital

77,627

77,627

Accumulated deficit during the exploration stage

(14,145,930)

(13,613,055)

Stockholder’ equity (deficiency)

(570,913)

(336,468)

Total liabilities and stockholders’ equity (deficiency)

5,937

519
















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




3  PANEX RESOURCES INC.





PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)



STATEMENTS OF OPERATIONS


PANEX RESOURCES INC.

Cumulative

For the

For the

(An exploration stage enterprise)

May 28, 2004

Three Months

Three Months

Statements of Operations

(inception)

Ended

Ended

 

30 November

30 November

30 November

(Unaudited)

2013

2013

2012

(Expressed in U.S. Dollars)

$

$

$

Donated rent

5,250

-

-

Donated services

72,377

-

-

Listing and filing fees

6,027

3,631

-

Investor relation expenses

80,975

80,975

-

Directors fees

-

-

-

Management fees

783,254

-

34,403

Stock option compensation

221,756

-

-

Professional fees

1,480,790

42,900

42,709

Travel costs

335,415

-

-

General and administrative

672,720

76,290

46,394

Foreign currency transaction loss (gain)

104,595

-

708

Mineral property and exploration costs

5,068,857

329,080

-

Write-off deferred acquisition cost

400,000

-

-

Provision against Minanca loan

6,100,000

-

-

 

15,332,016

532,876

124,214

Other income (expense)

-

-

-

Interest income

42,707

-

-

Interest expense

(304,413)

-

(36)

Loss on sale of investment

(126,182)

-

-

Extinguishment of liabilities

197,745

-

-

Gain on sale of mineral property right

1,376,228

-

-

 

1,186,085

-

(36)

(Net Loss) / Income

(14,145,930)

(532,876)

(124,250)

Net Loss Per Share – Basic and Diluted

 

*

*

Weighted Average Shares Outstanding  

 

159,594,840

103,261,507

 

 

 

 

* Amount is less than $0.01 per share

 

 

 



 

 



 

 

 

 



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




4  PANEX RESOURCES INC.





PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)



STATEMENTS OF CASH FLOWS


PANEX RESOURCES INC.

Cumulative

For the

For the

(An exploration stage enterprise)

May 28, 2004

Three Months

Three Months

Statements of Cash Flows

(inception)

Ended

Ended

 

30 November

30 November

30 November

(Unaudited)

2013

2013

2012

(Expressed in U.S. Dollars)

$

$

$

Cash Flows From Operating Activities

 

 

 

(Net loss) income

(14,145,931)

(532,876)

(124,250)

 Adjustments to reconcile net loss to cash used in operating activities

 

 

 

    Foreign currency transaction loss (gain)

104,589

-

708

    Gain on sale of mineral property rights

(586,228)

-

-

    Loss on sale of investment

126,181

-

-

    Extinguishment of debt

(208,171)

-

-

    Donated services and expenses

77,627

-

-

    Expenses paid by issue of common stock

500

-

-

    Options expense

221,756

-

-

    Write-off deferred acquisition costs

400,000

-

-

    Provision against Minanca loan

6,100,000

-

-

Change in operating assets and liabilities

 

-

-

    Increase (decrease) in accounts payable and accrued liabilities

1,218,353

146,883

(35,829)

    Increase (decrease) in amounts due to related parties

357,170

63,011

14,712

Net Cash Used in Operating Activities

(6,334,154)

(322,982)

(144,659)

Cash Flows From Investing Activities

 

 

 

    Cash received from sale of investment

250,047

-

-

    Cash received from sale of mineral property rights

210,000

-

-

    Deferred acquisition costs

(400,000)

-

-

    Loan advances

(7,100,000)

-

-

    Repayment of loan advance

1,000,000

-

-

Net Cash Used in Investing Activities

(6,039,953)

-

-

Cash Flows From Financing Activities

 

 

 

    Loan from related parties

644,313

50,000

-

    Loan repaid to related parties

(576,483)

-

-

    Loan from unrelated third parties

340,000

-

100,000

    Advances received for common stock subscriptions

318,400

278,400

-

    Common shares issued for cash

11,647,739

-

-

Net Cash Provided by Financing Activities

12,373,969

328,400

100,000

Effect of Exchange Rates on Cash

6,075

-

(708)

Increase (decrease) in Cash

5,937

5,418

(45,367)

Cash at Beginning of Period

-

519

65,799

Cash at End of Period

5,937

5,937

20,432














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




5  PANEX RESOURCES INC.





PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)



STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIENCY)


PANEX RESOURCES INC

(An exploration stage enterprise)

Statements of Stockholder's Equity (Deficiency) and

Comprehensive income (Loss)

Common Stock

Additional

paid-in capital

Donated

Capital

Accumulated

(deficit) during

exploration stage

Total

stockholders'

equity

(deficiency)

May 28, 2004 (inception) to Balance Date

Shares

Amount

$

$

$

$

(Expressed in U.S. Dollars)

#

$

 

 

 

 

Balances, May 28, 2004 (Date of inception)

 

 

 

 

 

 

Common stock issued for services to president

6,000,000

6,000

(5,500)

-

-

500

Return and cancellation of shares

(6,000,000)

(6,000)

6,000

-

-

-

Net loss

 

 

 

 

(500)

(500)

Balances, August 31, 2004

-

-

500

-

(500)

-

Common stock issued for cash

64,500,000

64,500

(17,750)

-

-

46,750

Return and cancellation of shares

(30,000,000)

(30,000)

30,000

-

-

-

Donated rent

-

-

-

3,000

-

3,000

Donated services

-

-

-

6,000

-

6,000

Net loss

 

 

 

 

(15,769)

(15,769)

Balances, August 31, 2005

34,500,000

34,500

12,750

9,000

(16,269)

39,981

Common stock issued for cash

1,964,285

1,964

4,498,036

-

-

4,500,000

Donated rent

-

-

-

2,250

-

2,250

Donated services

-

-

-

4,500

-

4,500

Net loss

 

 

 

 

(848,560)

(848,560)

Balances, August 31, 2006

36,464,285

36,464

4,510,786

15,750

(864,829)

3,698,171

Common stock issued for cash

7,632,500

7,632

6,098,368

 

 

6,106,000

Net loss

 

 

 

 

(10,943,990)

(10,943,990)

Balances, August 31, 2007

44,096,785

44,096

10,609,154

15,750

(11,808,819)

(1,139,819)

Net loss

 

 

 

 

(66,651)

(66,651)

Balances, August 31, 2008

44,096,785

44,096

10,609,154

15,750

(11,875,470)

(1,206,470)

Common stock issued for cash

1,600,000

1,600

14,400

 

 

16,000

Common stock issued for settlement of debt

14,000,000

14,000

126,000

 

 

140,000

Shares to be issued

-

-

30,000

 

 

30,000

Net loss

 

 

 

 

(154,585)

(154,585)

Balances, August 31, 2009

59,696,785

59,696

10,779,554

15,750

(12,030,055)

(1,175,055)





 

 

 

 

 

 



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



6  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIENCY) (Continued)


PANEX RESOURCES INC

(An exploration stage enterprise)

Statements of Stockholder's Equity (Deficiency) and

Comprehensive income (Loss)

Common Stock

Additional

paid-in capital

Donated

Capital

Accumulated

(deficit) during

exploration stage

Total

stockholders'

equity

(deficiency)

May 28, 2004 (inception) to Balance Date

Shares

Amount

$

$

$

$

(Expressed in U.S. Dollars)

#

$

 

 

 

 

Balances, August 31, 2009

59,696,785

59,696

10,779,554

15,750

(12,030,055)

(1,175,055)

Common stock issued for cash received in

4,000,000

4,000

6,000

-

-

10,000

December 2008

 

 

 

 

 

-

Common stock issued for settlement of debt

3,350,000

3,350

30,150

-

-

33,500

Net loss

 

 

 

 

(213,860)

(213,860)

Balances, August 31, 2010

67,046,785

67,046

10,815,704

15,750

(12,243,915)

(1,345,415)

Common stock issued for settlement of accounts

12,303,123

12,303

602,853

-

-

615,156

payable, accrued liabilities and debt

 

 

 

 

 

-

Donated services

-

-

-

31,617

-

31,617

Net loss

 

 

 

 

(299,498)

(299,498)

Balances, August 31, 2011

79,349,908

79,349

11,418,557

47,367

(12,543,413)

(998,140)

Donated services

-

-

-

30,260

-

30,260

Issuance of common stock for settlement of debt

and accounts payable in February 2012)

8,477,553

8,478

161,073

-

-

169,551

Common stock issued for cash at $0.08 per share

12,237,075

12,237

966,752

-

-

978,989

Common stock issued for settlement of debt and

accounts payable in March 2012

3,196,971

3,197

252,561

-

-

255,758

Stock option compensation expense

-

-

221,756

-

-

221,756

Net loss

-

-

-

-

(926,016)

(926,016)

Balances, August 31, 2012

103,261,507

103,261

13,020,699

77,627

(13,469,429)

(267,842)








 

 

 

 

 

 





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



7  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIENCY) (Continued)


PANEX RESOURCES INC

(An exploration stage enterprise)

Statements of Stockholder's Equity (Deficiency) and

Comprehensive income (Loss)

Common Stock

Additional

paid-in capital

Donated

Capital

Accumulated

(deficit) during

exploration stage

Total

stockholders'

equity

(deficiency)

May 28, 2004 (inception) to Balance Date

Shares

Amount

$

$

$

$

(Expressed in U.S. Dollars)

#

$

 

 

 

 

Balances, August 31, 2012

103,261,507

103,261

13,020,699

77,627

(13,469,429)

(267,842)

Net loss

-

-

-

-

(124,250)

(124,250)

Balances, November 30, 2012

103,261,507

103,261

13,020,699

77,627

(13,593,679)

(392,092)

Net loss

-

-

-

-

(74,365)

(74,365)

Balances, February 28, 2013

103,261,507

103,261

13,020,699

77,627

(13,668,044)

(466,457)

Net loss (income)

-

-

-

-

81,885

81,885

Common stock issued for settlement of liabilities on April 11,

2013 at 0.5 cents per share

15,000,000

15,000

60,000

-

-

75,000

Balances, May 31, 2013

118,261,507

118,261

13,080,699

77,627

(13,586,159)

(309,572)

Net loss (income)

-

-

-

-

(26,896)

(26,896)

Balances, August 31, 2013

118,261,507

118,261

13,080,699

77,627

(13,613,055)

(336,468)

Common stock issued for settlement of liabilities on November

15, 2013 at $0.001 per share

248,000,000

248,000

-

-

-

248,000

Extinguishment of liabilities with a related party

 

 

50,430

-

-

50,430

Net loss (income)

-

-

-

-

(532,876)

(532,876)

Balances, November 30, 2013

366,261,507

366,261

13,131,129

77,627

(14,145,930)

(570,913)







 

 

 

 



 

 

 







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




8  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




NOTES TO FINANCIAL STATEMENTS


1.  Organization, Nature of Business, Going Concern and Management’s Plans


Panex Resources Inc. (‘Panex” or the “Company”) was incorporated in the State of Nevada on May 28, 2004. The Company is considered to be an Exploration Stage Company. The Company’s principal business is the acquisition and exploration of mineral resources.


Going concern and management’s plans:


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  Since its inception on May 28, 2004, the Company has not generated revenue and has incurred net losses.  


The Company incurred a net loss of $532,876 for the three months ended November 30, 2013, and a deficit accumulated during the exploration stage of $14,145,930 for the period May 28, 2004 (inception) through November 30, 2013.


Accordingly, it has not generated cash flow from operations and has primarily relied upon advances from shareholders and proceeds from equity financings to fund its operations.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.


The Company has no mineral property interests as of the date of this report.  Certain mineral property interests are presently being considered, however it is too early to determine whether they may be considered appropriate for acquisition.


During the next 12 months, management’s objective is to recapitalize Panex, continue to raise new capital and to seek new investment opportunities in the mineral sector.  Management believes that its worldwide industry contacts will make it possible to identify and assess new projects for acquisition purposes.  


Panex is seeking a viable business opportunity through acquisition, merger or other suitable business combination method, with a focus on undervalued mineral properties for eventual acquisition.  Panex intends to concentrate its acquisition efforts on mineral properties or mineral exploration businesses that management believes to be undervalued or that management believes may realize a substantial benefit from being publicly owned.  Panex will continue to identify and assess undervalued mineral properties when capital raisings are completed.  A small number of mineral properties are presently being reviewed, but it is too early to say whether they may be considered appropriate for acquisition.


The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classification of liabilities that may result from the possible inability of the Company to continue as a going concern.




 

 

 

 

 

 





 

9  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




2.  Summary of Significant Accounting Policies


a.

Basis of Preparation


These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (US GAAP).  The Company’s fiscal year-end is August 31.


b.

Use of Estimates


The preparation of financial statements in conformity with US GAAP 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 those estimates.


c.

Basic and Diluted Net Income (Loss) Per Share


Earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the reporting period including common stock issued effective the date committed.  Common stock issuable is considered outstanding as of the original approval date for the purposes of earnings per share computations.  Diluted earnings (loss) per common share is computed by dividing net earnings (loss) by the sum of (a) the basic weighted average number of shares of common stock outstanding during the period and (b) additional shares that would have been issued and potentially dilutive securities.  During the reporting periods the diluted earnings (loss) per share was equivalent to the basic earnings (loss) per share because all potentially dilutive securities were anti-dilutive due to the net losses incurred.  Potentially dilutive securities consist of stock options outstanding at the end of the reporting period.


d.

Cash


Cash includes deposits in banks, which are unrestricted as to withdrawal or use.


e.

Mineral Property and Exploration Costs


The Company has been in the exploration stage since its formation on May 28, 2004 and has not realized any revenues from its planned operations.  It has been primarily engaged in the acquisition and exploration of mining properties.  Mineral property acquisition and exploration costs are expensed as incurred.  When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized.  Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.  If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.


f.

Deferred Acquisition Costs


The Company capitalizes deposits paid during the acquisition of equity interests as deferred acquisition costs.  Deferred acquisition costs are recorded at cost and are included in the purchase price of the equity interest once the acquisition has been consummated.


g.

Fair Value Measurements


Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value.


Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 - assets and liabilities whose significant value drivers are unobservable.


 



10  PANEX RESOURCES INC.





PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)



2.  Summary of Significant Accounting Policies (Continued)

As of reporting period, the Company did not have any assets or liabilities that were measured at fair value on a recurring or non-recurring basis.


Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation.  In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy.  In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.


Financial instruments, which include cash, accounts payable, and loans and borrowings, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments.  The fair value of amounts due to related parties are not practical to estimate, due to the related party nature of the underlying transactions.  The financial risk to the Company’s operations arises from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.


h.

Income Taxes


The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases, as well as net operating losses.  


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 or liabilities of a change in tax rates is recognized in the period in which the tax change occurs.  A valuation allowance is provided to reduce the deferred tax assets to a level, that more likely than not, will be realized.


Management does not believe that the Company has any unrecognized tax positions. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.


i.

Stock-Based Compensation


The Company accounts for share-based payments under the fair value method of accounting for stock-based compensation consistent with US GAAP.  Under the fair value method, stock-based compensation cost is measured at the grant date based on the fair value of the award using the Black-Sholes option pricing model and is recognized to expense on a straight-line basis over the requisite service period, which is generally the vesting period.  Where upon grant the options vest immediately the stock-based costs are expensed immediately.


j.

Foreign Currency Translation and Transactions


The Company’s functional and reporting currency is the United States dollar.  Monetary assets and liabilities denominated in foreign currencies are translated into the United States dollar using the exchange rate prevailing at the balance sheet date.   Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income.


k.

Concentration of Credit Risk


The Company’s financial instruments that are exposed to concentration of credit risk consist of cash.  The Company’s cash is in demand deposit accounts placed with federally insured financial institutions in Canada.


l.

Interim Financial Statements


In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.



 

11  PANEX RESOURCES INC.





PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)



 

2.  Summary of Significant Accounting Policies (Continued)


m.

Recent Accounting Pronouncements


Management has evaluated any recently issued accounting pronouncements to determine their applicability and does not believe that any of these pronouncements will have a significant impact on the Company’s financial statements.


3.  Stock Options


In August 2012, the Company's Board of Directors approved the issuance of stock options as an incentive to obtain services of key employees, directors and consultants of the Company.  The following is a summary of stock option activity and the status of stock options outstanding and exercisable as at reporting date:


 

Stock

Options


#

Weighted

Average

Exercise Price

$

Remaining

Contractual

Life (years)

As At

Aggregate

Intrinsic value


As At

Outstanding and exercisable at August,

31, 2012

8,000,000

0.08

4.92

-

Granted during the fiscal year ended

August 31, 2013

-

-

-

-

Forfeited during the fiscal year ended

August 31, 2013

(8,000,000)

0.08

4.17

-

Outstanding and exercisable at August

31, 2013

-

-

-

-

Granted during the quarter ended

November 30, 2013

-

-

-

-

Outstanding and exercisable at

November 30, 2013

-

-

-

-



The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the reporting period and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options.


Effective August 3, 2012, the Company’s board of directors granted 8,000,000 stock purchase options.  Each of the options has an issue date, effective date and vesting date of August 3, 2012, with an exercise price of $0.08 per share.  The term of these options is five years.  The options are exercisable at any time from the grant date up to and including August 2, 2017.  All related compensation expense was recognized on August 31, 2012 as the options were vested in full on that date.


On June 20, 2013, Panex reached an agreement with Klaus Eckhof and Ross Doyle to cancel all of their outstanding stock options with Panex.  As a result of the cancellation of the 8,000,000 stock options, Panex currently has no outstanding stock options as at August 31, 2013.  The Company previously expensed all compensation related to the stock options; accordingly the cancellation had no impact on earnings.





 


 




12  PANEX RESOURCES INC.





PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)


 

4.  Related Party Transactions

 

a.

During the quarter ended November 30, 2013, Coresco forgave money owing for an amount of $50,430, which is reported as an extinguishment of liabilities in the Statements of Stockholder’s equity (deficiency)(November 30, 2012: Nil).


b.

During November 2013, Ross Doyle, CFO, loaned the Company $50,000 as a short term unsecured bridge loan at an interest rate of 10% (November 30, 2012: Nil).


c.

The Company incurred $107,572 in total for management, exploration and contractor expenses during the three months ended November 30, 2013 (November 30, 2012: $34,403).  This amount is a combination of exploration contracting services, the CEO, Non Executive Director and CFO of the Company.  Total management fees for Coresco are contracted at 20,000 Swiss Francs per month and comprise office rental, infrastructure, investor meeting rooms, company secretarial services, CEO, CFO, Technical Services and Non Executive Director fees.  This agreement was entered on December 1, 2011, and can be terminated with 6 months notice subsequent to December 31, 2012.  As of November 30, 2013, the Company has an accrued liability of $126,654 for these services due to this related party (November 30, 2012: $21,538).


d.

On June 20, 2013, Panex reached an agreement with Klaus Eckhof and Ross Doyle to cancel all of their outstanding stock options with Panex.  As a result of the cancellation of the 8 million stock options, Panex currently has no outstanding stock options as at November 30, 2013.


5.  Loans and Borrowings


In March and July 2007, the Company received loan proceeds of $240,000 and $500,000 respectively from an unrelated third party.  These loans were unsecured bearing interest at 8% per annum, with no fixed repayment date, but the understanding with the lender was that the loans will be repaid from the proceeds of future equity financings and/or the repayment of amounts lent to Minanca.  On December 20, 2010, principal of $46,892 and interest of $15,751 was assigned to this third party.  In December 2010, $267,072 of this loan as well as $200,310 of accrued interest on this loan was settled by the issue of 9,347,640 shares.  In May 31, 2012 this loan was settled in full for $560,000, resulting in a gain on extinguishment of $10,426, which is included within interest income and other for the year ended August 31, 2012.  


In January 2011, the Company received loan proceeds of $50,000, from an unrelated third party.  This loan was unsecured, and had no stated interest rate.  This amount was settled for issuance of 2,500,000 shares of common stock in February 2012.


In September 2012, November 2012 and June 2013 the Company received loan proceeds of $75,000, $25,000 and $10,000 respectively (totalling $110,000), from an unrelated third party.  The loan is unsecured, and had no stated interest rate.   $75,000 of these funds received was used to pay aged outstanding accounts payable in December 2012.  During November 2013, the Company entered into a debt settlement agreement with this unrelated third party in consideration for the issuance of the Company’s common stock, par value $0.001, at a per share price of $0.001 per share.  As a result, the Company extinguished $110,000, for a total of 110,000,000 shares at a price of $0.001 per share.


During November 2013, Ross Doyle loaned the Company $50,000 as a short term unsecured bridge loan at an interest rate of 10% (November 30, 2012: Nil).







 

 






13  PANEX RESOURCES INC.





PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)


 

6.  Material Contingencies and Commitments


Panex has no material contingencies or long-term commitments.  


While Panex has raised capital to meet its working capital and financing needs in the past, additional financing is required in order to fully complete its plan of operation and launch its business operations.  Panex is seeking financing in the form of equity in order to provide the necessary working capital.  Panex currently has no commitments for financing.  There are no assurances Panex will be completely successful in raising the funds required.


7.  Stockholders’ Equity


Common Stock


Panex’s authorized capital stock consists of 500,000,000 shares of common stock at a par value of $0.001 per share.


Stock cancellations and recapitalization:


On May 25, 2006 and June 9, 2006, the Company completed the return and cancellation of 30,000,000 and 6,000,000 common shares to the treasury, respectively.  The shares were returned by the former president of the Company.


The net loss per share amounts and stockholders’ equity (deficit) have been retroactively restated (accounted for as a recapitalization) to reflect the return and cancellation of 36,000,000 common shares by the former president of the Company.


Common stock issuances


On May 28, 2004, the Company issued 6,000,000 shares of common stock to the then President of the Company for reimbursement of legal expenses of $500 incurred on behalf of the Company.


On June 30, 2005, the Company issued 6,000,000 shares of common stock for cash proceeds of $25,000.


On April 15, 2005, the Company issued 22,500,000 shares of common stock for cash proceeds of $18,750.


On March 22, 2005 the Company issued 36,000,000 shares of common stock for cash proceeds of $3,000.


On June 8, 2006, the Company completed a private placement with a director of the Company for 714,285 common shares at a price of $2.80 per share for proceeds of $2,000,000.


On August 30, 2006, the Company completed a private placement of 1,250,000 units at a price of $2.00 per unit for proceeds of $2,500,000. Each unit consisted of one common share and one common share purchase warrant.


Each share purchase warrant entitles the holder to acquire one additional common share at an exercise price of $2.50 per share for a period of two years. All warrants expired unexercised on August 31, 2008.


During November 2006, the Company completed private placements for 3,095,000 shares of restricted common stock at $0.80 per share, raising proceeds of $2,476,000.


In January 2007 the Company completed two private placements for 3,187,500 shares of restricted common stock at $0.80 per share raising proceeds of $2,550,000.


In February 2007 the Company completed two private placements for 1,350,000 shares of restricted common stock at $0.80 per share raising proceeds of $1,080,000.





 

14  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




7.  Stockholders’ Equity (continued)

 

On February 28, 2009, the board of directors authorized the issuance of 14,100,000 restricted shares of common stock at a subscription price of $0.01 per restricted share, for cash proceeds of $16,000 and the settlement of $125,000 accrued liabilities and debt. The shares were issued on June 19, 2009.


On May 29, 2009, the Company completed a private placement for 1,500,000 shares of restricted common stock at price of $0.01 per restricted share in exchange for the settlement of $15,000 debt.


In October 2009, the Company issued 6,350,000 restricted shares of common stock at a subscription price of $0.01 per restricted share, for cash proceeds of $40,000 and the settlement of $23,500 in accrued liabilities and debt due to a related party.  The cash was received in December 2008.


In January 2010, the Company issued 1,000,000 restricted shares of common stock at a subscription price of $0.01 per restricted share, for the settlement of $10,000 in accrued liabilities and debt due to a related party.


On December 20, 2010, the Company issued 2,955,483 restricted shares of common stock at a subscription price of $0.05 per share, for the settlement of $147,774 in accounts payable and accrued liabilities and issued 9,347,640 restricted shares of common stock at a subscription price of $0.05 per share for the settlement of loans and accrued interest totaling $467,382 from an unrelated third party.


On June 15, 2012, the Securities and Exchange Commission declared Panex’s Form S-1 Registration Statement effective, file number 333-172375, permitting Panex to offer up to 30,000,000 shares of common stock at $0.08 per share.  The offering was being conducted on a best efforts basis and there was no underwriter involved in this public offering.  Through August 31, 2012, Panex received and accepted 22 subscription agreements and received an aggregate $978,989 in proceeds from those subscriptions and issued 12,237,075 shares of common stock.  No further subscriptions were received and the offering was closed on December 12, 2012.  Panex utilized the proceeds to ongoing operations, paying accounts payable, paying for offering expenses, assessing and evaluating possible new mineral project opportunities, and, subject to acquiring any such new projects, funding the exploration on such projects.


Effective August 3, 2012, the Company’s board of directors granted 8,000,000 stock purchase options.  Each of the options has an issue date, effective date and vesting date of August 3, 2012, with an exercise price of $0.08 per share.  The term of these Options are five years.  The Options are exercisable at any time from the grant date up to and including August 2, 2017.


On April 11, 2013, the Company issued 15,000,000 restricted shares of common stock at a subscription price of $0.005 per share, for the settlement of $75,000 in accounts payable and accrued liabilities.


On June 20, 2013, Panex reached an agreement with Klaus Eckhof and Ross Doyle to cancel all of their outstanding stock options with Panex.  As a result of the cancellation of the 8,000,000 stock options, Panex currently has no outstanding stock options as at August 31, 2013.


During November 2013, the Company entered into debt settlement agreements with creditors in consideration for the issuance of the Company’s common stock, par value $0.001, at a per share price of $0.001 per share.  As a result, the Company extinguished certain liabilities with creditors via debt settlement agreements for a total of $248,000, for a total of 248,000,000 shares at a price of $0.001 per share.  The $0.001 per share value is consistent with the cash per share value received by the Company in a November 2013 stock transaction (described below).




 

 


 

 



15  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




7.  Stockholders’ Equity (Continued)


Financing Activities:


During November 2013, the Company entered into debt settlement agreements with creditors in consideration for the issuance of the Company’s common stock, par value $0.001, at a per share price of $0.001 per share.  As a result, the Company extinguished certain liabilities with creditors via debt settlement agreements for a total of $248,000, for a total of 248,000,000 shares at a price of $0.001 per share.


During November 2013, Ross Doyle loaned the Company $50,000 as a short term unsecured bridge loan at an interest rate of 10% (November 30, 2012: Nil).


During November 2013, $278,400 was received in advance for subscriptions for 278,400,000 shares of common stock paid at $0.001 per share.  In addition, 50,975,000 shares of common stock at $0.001 per share are agreed to be issued in consideration of settlement of liabilities of $50,975.  These 329,375,000 shares have not been issued as at November 30, 2013.  As of November 30, 2013, the Company did not have sufficient authorized common stock available for issuance to fulfill the subscriptions.  Therefore, the transaction has been classified outside of equity, as a current liability.  In November 2013, holders of a majority of shares of common stock approved a resolution to increase the number of authorized shares from 500,000,000 to 3,000,000,000.  This resolution will be effective 21 days after appropriate disclosure to the shareholders.  At that time the Company will be able to issue the common stock underlying the subscriptions and will be able to reclassify the amounts from current liabilities to equity.


During April 2013, the Company entered into debt settlement agreements with creditors in consideration for the issuance of the Company’s common stock, par value $0.001, at a per share price of $0.005 per share.  As a result, the Company extinguished certain liabilities as further set forth in the debt settlement agreements as follows:


-

Michel Muyiha, a creditor, for $75,000, for a total of 15,000,000 shares at a price of $0.005 per share.


During March 2012, the Company entered into debt settlement agreements with creditors in consideration for the issuance of the Company’s common stock, par value $0.001, at a per share price of $0.08 per share.  As a result, the Company extinguished certain liabilities as further set forth in the debt settlement agreements as follows:


-

Dr Georg Schnura, a creditor, for $175,758, for a total of 2,196,971 shares at a price of $0.08 per share.

-

Victor Dario, a creditor, for $80,000, for a total of 1,000,000 shares at a price of $0.08 per share.


On February 24, 2012, the Company entered into debt settlement agreements with creditors and related parties in consideration for the issuance of the Company’s common stock, par value $0.001, at a per share price of $0.02 per share.  As a result, the Company extinguished certain liabilities as further set forth in the debt settlement agreements as follows:


-

Ross Doyle, a related party for $ 39,551, for a total of 1,977,553 shares at a price of $0.02 per share.

-

Werte AG, a creditor, for $80,000, for a total of 4,000,000 shares at a price of $0.02 per share.

-

Lars Pearl, a creditor, for $50,000, for a total of 2,500,000 shares at a price of $0.02 per share.







 

 

 




 

16  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




8.  Subsequent Events


On December 7, 2013 the Company entered into an agreement to acquire 85% of Amani Consulting SPRL currently in Joint Venture with state entity La Société Minière de Kilo Moto (Sokimo).  Upon completion of the acquisition the Company will own an ultimate 55% interest in Giro Goldfields SPRL (Giro).  Amani has a 65% interest and Sokimo has a 35% free carried interest in Giro which is comprised of two exploitation permits, PE’s 5046 and 5049, covering a surface area of 610sqkm.  The permits lie within 20-30km west of Randgold/Ashanti’s 20Moz Kibali gold deposits.  


The Giro Project is located within twenty-thirty kilometers to the west of Randgold Resources’ multi-million ounce Kibali Gold deposits.  Randgold and partners Ashanti commenced first production in September 2013 and are expecting to produce 550,000oz of gold in 2014.  Both projects occur within the Kilo-Moto Belt, one of the world’s principal greenstone belts which hosts Anglogold Ashanti’s deposits to the east, Loncore and Kilogold deposits to the south and 50Moz of gold discovered in Tanzania since 1994.  The Giro Project area is underlain by highly prospective volcano-sedimentary lithologies in a similar structural and lithological setting as the Kibali gold deposits.  Both primary and alluvial gold was mined from two main areas, the Giro and Tora areas, during Belgian rule and today these areas are mined extensively by artisanal miners.  At Giro, a wide quartz vein with an average grade of 16g/t Au was mined within a shear potentially 2km long and 100m wide.  Channel samples from the base of artisanal workings within the shear returned significant grades including 3.5m @ 36.6g/t Au and 8m @ 3.6g/t Au confirming the potential for significant grade and widths within the shear.  Two Belgian pits located along a 4km west-east trending structure were mined at Tora.  Historic focus was on high grade quartz veins which returned grades of of 0.8m @ 21.6g/t Au, 0.6m @ 37g/t Au and 0.35m @ 485g/t Au from Belgian drilling.  The area has not been explored for over 50 years (since the Belgian colonial era) and has never been subjected to modern exploration.  The Company is targeting broad mineralised shear structures with excellent potential to host multi-million ounce gold resources from surface from at least 5 target areas within the project.


The acquisition terms are summarized as follows:


1.

Two months after the successful conclusion of the due diligence (February 7, 2014), Panex will make a payment of US$100,000 to the current shareholders of Amani.  Six months after the commencement date (June 7, 2014), Panex will pay a further $300,000 to the current shareholders of Amani.

2.

On signing of a Share Purchase Agreement, Panex will issue 55% of the share capital in Panex to current partners of Amani.

3.

Should Panex identify 3moz (measured and indicated) gold resources at a cut off grade of 2.5g/t, Panex will pay a further $5,350,000 to the current shareholders in Amani.

4.

On successful completion of the due diligence, Panex will fund a 3,000m RC drilling programme to test the mineralised potential on the two main target areas mined previously by the Belgians on the Giro Project.

5.

Panex may at its discretion withdraw from this agreement by written notice to Amani at any time without penalty.


Otherwise than as disclosed above and within the financial statements there are no subsequent events.









 

 

 




 

17  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


THE FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF PANEX RESOURCES INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.


Uncertainties Relating To Forward-Looking Statements


This Form 10-Q Quarterly Report for the quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements involve risks and uncertainties, including statements regarding Panex Resources Inc. capital needs, business strategy and expectations.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports Panex files with the Securities and Exchange Commission.  


The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The forward-looking statements in this Form 10-Q Quarterly Report for quarterly report, are subject to risks and uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained in this report.  As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment.  To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements.  No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate.  


All forward-looking statements are made as of the date of filing of this Form 10-Q and Panex disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. Panex may, from time to time, make oral forward-looking statements.  Panex strongly advises that the above paragraphs and the risk factors described in this Quarterly Report and in Panex’s other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of Panex to materially differ from those in the oral forward-looking statements.  Panex disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.


Background


Panex Resources Inc. (“Panex” or the “Company”) is a Nevada corporation that was incorporated on May 28, 2004.


The Company conducts principal and technical activities from Coresco AG, Level 3, Gotthardstrasse 20, 6304 Zug, Switzerland.  The telephone number is (+41)41 711 0281.  These offices are provided to the Company on a month-to-month basis.  The Company believes these offices are adequate for the business requirements during the next 12 months.  The Company does not own any real property.  Panex maintains its statutory registered agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014.


Panex is an exploration stage company engaged in the acquisition and exploration of mineral properties.  The Company’s plan of operations is to conduct mineral exploration activities on mineral properties in order to assess whether these claims possess commercially exploitable mineral deposits.  Panex’s exploration program will be designed to explore for commercially viable deposits of base and precious minerals, such as gold, silver, lead, barium, mercury, copper, and zinc minerals.  


On June 15, 2006, Panex entered into an agreement with Emco Corporation (“Emco”) to acquire an 80% interest in Minanca Minera Nanguipa, Compañía Anónima (“Minanca”), subject to certain conditions.  Minanca owns certain mineral exploration property, including plant and equipment, in Ecuador, South America (the “Ecuador Property”). However, on December 9, 2007 Panex entered into an agreement with Emco to cancel the previously executed acquisition agreement, as the Company concluded that it was not in its best interests to settle the acquisition.

 

 


 



18  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)



Panex has an authorized capital of 500,000,000 shares of common stock with a par value of $0.001 per share with 336,261,507 shares of common stock currently issued and outstanding.  On August 30, 2010, the authorized capital was increased from 75,000,000 shares of common stock to 500,000,000 shares of common stock.


Panex has not been involved in any bankruptcy, receivership or similar proceedings. There have been no material reclassifications, mergers, consolidations or purchases or sales of a significant amount of assets not in the ordinary course of Panex’s business.


Currently, Panex has not obtained an employer identification number for the purpose of registering to do business in the United States.  Panex does not currently conduct any business in the United States nor employ any staff in the United States and is therefore not required by law to obtain an employer identification number at this time.  Panex will take immediate steps to obtain an employer identification number if it becomes necessary to do so at any time in the future.


Plan of Operation


Panex is an Exploration Stage Company.  Panex’s principal business is the acquisition and exploration of mineral resources.  Panex currently has no interest in any mineral resources or properties but is continuing to identify and assess viable mineral properties or mineral projects.


Panex is also a “shell” company as defined by the SEC as a result of only having nominal operations and nominal assets.


Panex has not generated any revenues from its mineral exploration activities.  From the time of its incorporation in 2004 to early 2008, Panex was actively engaged in the exploration of various mineral projects that were prospective for gold, silver and copper.  Since 2008, a combination of limited exploration success and a dwindling of its working capital caused Panex to withdraw from its mineral exploration projects.


During the next 12 months, management’s objective is to recapitalize Panex, continue to raise new capital and to seek new investment opportunities in the mineral sector.  As is evident from the “Background” section above and previous SEC filings, Panex has in the past successfully negotiated agreements enabling it to earn an interest in a number of different mineral properties.  Consequently, management believes that its worldwide industry contacts will make it possible to identify and assess new projects for acquisition purposes.  


Panex is seeking a viable business opportunity through acquisition, merger or other suitable business combination method, with a focus on undervalued mineral properties for eventual acquisition.  Panex intends to concentrate its acquisition efforts on mineral properties or mineral exploration businesses that management believes to be undervalued or that management believes may realize a substantial benefit from being publicly owned.  Panex will continue to identify and assess undervalued mineral properties when capital raisings are completed.  A small number of mineral properties are presently being reviewed, but it is too early to say whether they may be considered appropriate for acquisition.


On June 15, 2012, the Securities and Exchange Commission declared Panex’s Form S-1 Registration Statement effective, file number 333-172375, permitting Panex to offer up to 30,000,000 shares of common stock at $0.08 per share.  The offering was being conducted on a best efforts basis and there was no underwriter involved in this public offering.  Through August 31, 2012, Panex received and accepted 22 subscription agreements and received an aggregate $978,989 in proceeds from those subscriptions and issued 12,237,075 shares of common stock.  No further subscriptions were received and the offering was closed on December 12, 2012.  Panex utilized the proceeds to ongoing operations, paying accounts payable, paying for offering expenses, assessing and evaluating possible new mineral project opportunities, and, subject to acquiring any such new projects, funding the exploration on such projects.


The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classification of liabilities that may result from the possible inability of the Company to continue as a going concern.


 

 




19  PANEX RESOURCES INC.





PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)



Results of Operations

 

Panex has generated no operating revenues since its inception on May 28, 2004 through November 30, 2013.  


For the three months ended November 30, 2013, Panex had net interest expense of nil (November 30, 2013: $36).  Total expenses for the three months ended November 30, 2013 were $532,876 compared to $124,214 for the three months ended November 30, 2012.  Expenses were higher in the three month period ended November 30, 2013 than the three month period ended November 30, 2013 due to renewed activities to recapitalize the Company and the investment in new opportunities.


Liquidity and Capital Resources


The financial statements have been prepared assuming the Company will continue as a going concern.  Since inception in May 2004, the Company has not generated revenue and has incurred net losses.  


The Company has a working capital deficit of $570,913 at November 30, 2013, incurred net losses of $532,876 for the three months ended November 30, 2013, and has a deficit accumulated during the exploration stage of $14,145,930 for the period from May 28, 2004 (inception) through November 30, 2013.


Accordingly, the Company has not generated cash flows from operations and have primarily relied upon loans from related and unrelated parties and equity financing to fund operations.  These conditions (as indicated in the 2013 audit report by the Independent Registered Public Accounting Firm) raise substantial doubt about the Company’s ability to continue as a going concern.


During the three months ended November 30, 2013, Panex used cash of $322,982 in operating activities compared to $144,659 in the three months ended November 30, 2012.  The proceeds from the capital raised during the period has been used in part to repay liabilities incurred by the Company.  The Company intends to conserve cash reserves to the greatest extent possible and use the cash for investment opportunities. As previously noted, Panex is not generating revenues and accordingly has not generated any significant cash flow from operations.  Panex is uncertain as to when it will produce cash flows from operations that are required to meet operating and capital requirements and will require significant funding from external sources to continue its operations.


During November 2013, the Company entered into debt settlement agreements with creditors in consideration for the issuance of the Company’s common stock, par value $0.001, at a per share price of $0.001 per share.  As a result, the Company extinguished certain liabilities with creditors via debt settlement agreements for a total of $248,000, for a total of 248,000,000 shares at a price of $0.001 per share.


During the quarter ended November 30, 2013 Coresco forgave money owing to Coresco for an amount of $50,430, which is reported as an extinguishment of liabilities in the Statements of Stockholder’s equity (deficiency) (November 30, 2012: Nil).


During November 2013, Ross Doyle loaned the Company $50,000 as a short term unsecured bridge loan at an interest rate of 10% (November 30, 2012: Nil).

During November 2013, $278,400 was received in advance for subscriptions for 278,400,000 shares of common stock paid at $0.001 per share not issued at reporting date.  In addition, 50,975,000 shares of common stock at $0.001 per share are agreed to be issued in consideration of settlement of liabilities of $50,975.


During April 2013, the Company entered into debt settlement agreements with creditors in consideration for the issuance of the Company’s common stock, par value $0.001, at a per share price of $0.005 per share.  As a result, the Company extinguished certain liabilities as further set forth in the debt settlement agreements as follows:

-

Michel Muyiha, a creditor, for $75,000, for a total of 15,000,000 shares at a price of $0.005 per share.


During March 2012, the Company entered into debt settlement agreements with creditors in consideration for the issuance of the Company’s common stock, par value $0.001, at a per share price of $0.08 per share.  As a result, the Company will no longer be indebted as further set forth in the debt settlement agreements as follows:

-

Dr Georg Schnura, a creditor, for $175,758, for a total of 2,196,971 shares at a price of $0.08 per share.

-

Victor Dario, a creditor, for $80,000, for a total of 1,000,000 shares at a price of $0.08 per share.

 

 



 

20  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)



In September 2012, November 2012 and June 2013 the Company received loan proceeds of $75,000, $25,000 and $10,000 respectively (totalling $110,000), from an unrelated third party.  The loan is unsecured, and had no stated interest rate.   $75,000 of these funds received was used to pay aged outstanding accounts payable in December 2012.  During November 2013, the Company entered into a debt settlement agreement with this unrelated third party in consideration for the issuance of the Company’s common stock, par value $0.001, at a per share price of $0.001 per share.  As a result, the Company extinguished $110,000, for a total of 110,000,000 shares at a price of $0.001 per share.


Material Contingencies and Commitments


Except for the related party management consulting agreements described in Note 4 to the financial statements, Panex has no contingencies or long-term commitments.  


While Panex has raised capital to meet its working capital and financing needs in the past, additional financing is required in order to fully complete its plan of operation and launch its business operations.  Panex is seeking financing in the form of equity in order to provide the necessary working capital.  Panex currently has no commitments for financing.  There are no assurances Panex will be completely successful in raising the funds required.


Off-Balance Sheet Arrangements


Panex has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on Panex’s financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors, nor did Panex have any non-consolidated, special-purpose entities during this quarter.


Recent Accounting Pronouncements

Management has evaluated any recently issued accounting pronouncements to determine their applicability and does not believe that any of these pronouncements will have a significant impact on the Company’s financial statements.


ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


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


ITEM 4 - CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


Mark Gasson, Panex’s Chief Executive Officer and Ross Doyle, Panex’s Chief Financial Officer, have evaluated the effectiveness of Panex’s disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this quarterly report (the “Evaluation Date”).  Based on such evaluation, Mr Gasson and Mr Doyle have concluded that, as of the Evaluation Date, Panex’s disclosure controls and procedures are not effective in alerting Panex on a timely basis to material information required to be included in its reports filed or submitted under the Exchange Act, for the reasons listed in Item 9A of the Company’s Form 10-K filing for the year ended August 31, 2013.


While management strives to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. Management believes that this is typical in most exploration stage companies. Panex may not be able to fully remediate the material weakness until we commence mining operations at which time management expects to employ more staff. Management will continue to monitor and address the costs and benefits of additional staffing.


Changes in Internal Controls over Financial Reporting


During the fiscal quarter covered by this report, there were no changes in Panex’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, Panex’s internal control over financial reporting.

 

 

 


 



 

21  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)



 

 

PART II - OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS


Panex is not a party to any pending legal proceedings and, to the best of Panex’s knowledge, none of Panex’s assets are the subject of any pending legal proceedings.


ITEM 1A - RISK FACTORS


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


ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


During the quarter of the fiscal year covered by this report, (i) Panex did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) Panex did not sell any unregistered equity securities:


On June 15, 2012, the Securities and Exchange Commission declared Panex’s Form S-1 Registration Statement effective, file number 333-172375, permitting Panex to offer up to 30,000,000 shares of common stock at $0.08 per share.  The offering is being conducted on a best efforts basis and there is no underwriter involved in this public offering.  At the close of the public offer on December 12, 2012, Panex has received and accepted 22 subscription agreements and received an aggregate $978,989 in proceeds from those subscriptions and issued 12,237,075 shares of common stock.  Panex utilized the proceeds to ongoing operations, paying accounts payable, paying for offering expenses, assessing and evaluating possible new mineral project opportunities, and, subject to acquiring any such new projects, funding the exploration on such projects.


ITEM 3 - DEFAULTS UPON SENIOR SECURITIES


During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of Panex.  Also, during this quarter, no material arrearage in the payment of dividends has occurred.


ITEM 4 - MINING SAFETY DISCLOSURES


There are no current mining activities at the date of this report.


ITEM 5 - OTHER INFORMATION


During the quarter of the fiscal year covered by this report, Panex reported all information that was required to be disclosed in a report on Form 8-K.


ITEM 6 - EXHIBITS


(a)  Index to and Description of Exhibits


All Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to Panex’s previous filings with the SEC which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-51707 and SEC File Number 333-130264.



 

 


 



22  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)



Exhibit

Description

Status

3.1

Articles of Incorporation of Panex Resources Inc. filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.

Filed

3.2

By-Laws of Panex Resources Inc. filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.

Filed

3.3

Certificate of Amendment of Panex Resources Inc., filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on September 30, 2010 and incorporated herein by reference.

Filed

10.1

Management Agreement dated April 19, 2006 between Panex Resources Inc. and Reg Gillard, filed as Exhibit 10.2 to Panex’s Form 8-K (Current Report) filed on May 10, 2006 and incorporated herein by reference.

Filed

10.2

Letter of Understanding dated May 6, 2006 among Panex Resources Inc., Goldplata Corporation Limited, Goldplata Resources Inc, and Goldplata Resources, Sucursal-Columbia, filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on May 25, 2006 and incorporated herein by reference.

Filed

10.3

Letter Agreement dated June 15, 2006 between Panex Resources Inc. and Emco Corporation, filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on June 29, 2006 and incorporated herein by reference.

Filed

10.4

Share Sale Agreement dated July 10, 2006, between Panex Resources Inc. and Emco Corporation Inc. S.A., filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on July 17, 2006, and incorporated herein by reference.

Filed

10.5

Heads of Agreement dated July 26, 2007 among Panex Resources Inc., Goldplata Resources Peru S.A.C., Goldplata Resources Inc., Goldplata Resources Sucursal-Colombia, Goldplata Corporation Limited, and Goldplata Mining International Corporation, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.

Filed

10.6

Letter Agreement dated December 6, 2007 among Panex Resources Inc., Emco Corporation Inc. S.A. and Minanca Minera Nanguipa, Compania Anonima, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.

Filed

10.7

Deed dated January 11, 2008 among Panex Resources Inc., Windy Knob Resources Limited, Goldplata Mining International Corporation, Goldplata Resources Inc., and Goldplata Resources Sucursal-Colombia, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.

Filed

10.8

Share Purchase Agreement dated December 7, 2013 between Panex Resources Inc. and Amani Consulting SPRL, filed as a subsequent event note to Panex’s Form 8-K (Current Report) filed on December 23, 2013 and incorporated herein by reference.

Filed

14.1

Financial Code of Ethics filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.

Filed

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from chief executive officer.

Included

31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from chief financial officer.

Included

32

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Included

99.1

Disclosure Committee Charter, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.

Filed

101 *

Financial statements from the quarterly reports on Form 10-Q of Panex Resources Inc. for the quarter ended May 31, 2013, 2012 and beyond are formatted in XBRL:  (ii) the Balance Sheets, (ii) the Statements of Operations; (iii) the Statements of Cash Flows, and (iv) the Statements of Stockholders’ Equity (Deficit).

Included

 

* In accordance with Rule 406T of Regulation S-T, the XBRL (“eXtensible Business Reporting Language”) related information is furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 



 


 

23  PANEX RESOURCES INC.




PANEX RESOURCES INC.

FINANCIAL STATEMENTS (EXPRESSED IN U.S. DOLLARS)

QUARTERLY REPORT FOR THE PERIOD ENDED NOVEMBER 30, 2013 (UNAUDITED)




SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, Panex Resources Inc. has caused this report to be signed on its behalf by the undersigned duly authorized persons.


PANEX RESOURCES INC.

/s/ Mark Gasson

Name: Mark Gasson

Title: President and CEO

Principal Executive Officer


December 30, 2013


/s/ Ross Doyle

Name: Ross Doyle

Title: CFO

Principal Financial Officer


December 30, 2013






































24  PANEX RESOURCES INC.