UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934

 

For the fiscal year ended July 31, 2014

 

[  ]	TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transaction period from ____________ to ____________

 

Commission File Number: 333-145879

 

TNX MAVERICK, CORP.

(Exact name of registrant as specified in charter)

 

Nevada		74-3207964
State or other jurisdiction of incorporation or organization		(I.R.S. Employee I.D. No.)

 

573 Monroe Blvd, Painesville, OH		42077
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number 216-408-9423

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each share	Name of each exchange on which registered
None	None

 

Securities registered pursuant to Section 12 (g) of the Act:

 

None

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act [  ] Yes [X] No

 

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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. [  ] Yes [X] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ] (Do not check if a small reporting company)	Small reporting company	[X]

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recent completed second fiscal quarter. On January 31, 2015, the market value of the 22,065,000 shares held by non-affiliates was $17,652.

 

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

 

July 14, 2015: 45,105,000 common shares Of these shares 22,065,000 are held by third parties. The market value of these shares is $63,989.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Listed hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes.

 

 

 

Contents

 

PART I		3
ITEM 1. BUSINESS		3
ITEM 1A. RISK FACTORS		4
ITEM 1B. UNRESOLVED STAFF COMMENTS		8
ITEM 2. PROPERTIES		8
ITEM 3. LEGAL PROCEEDINGS		15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS		15
PART II		15
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES		15
ITEM 6. SELECTED FINANCIAL INFORMATION		16
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS		17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK		21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		22
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		22
ITEM 9A – CONTROLS AND PROCEDURES		22
ITEM 9A (T) – CONTROLS AND PROCEDURES		23
ITEM 9 B – OTHER INFORMATION		23
PART III		24
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		24
ITEM 11. EXECUTIVE COMPENSATION		26
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		27
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		29
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES		30
PART IV		31
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES		31
SIGNATURES		32

 

 

PART 1

 

ITEM 1. BUSINESS

 

History and Organization

 

TNX Maverick, Corp. (“TNX”, the “company” or “we”) was incorporated in the State of Nevada on January 18, 2007, and established a fiscal year end of July 31.  We do not have any subsidiaries or affiliated companies. On April 9, 2015, the Company has entered into a Letter of Intent with Flex Mining Ltd., whereby it will pay $10,000 within six months, and issue to Flex Mining Ltd. 1,800,000 shares of common stock of the Company, as compensation for entering into an earn-in agreement where, by making capital expenditure of up to $1,000,000 over three years on the Big Monty Claims.  Flex Mining Ltd. owns 100% of six claims named the Big Monty Claims in the historic Abitibi Greenstone Belt.  This earn-in agreement is subject to the Company reverse splitting the shares on the basis of one new share for every 200 existing shares and changing the name of the Company to Gold Lakes Corp. The Company is currently conducting its due diligence and the parties have agreed to enter into a Definitive Agreement by after the reverse split. Previously, the Company had two projects one the Valolo Claim in the Philippines, and the second a joint venture project on the Lucky Thirteen Claim.

 

We engaged in the search for gold and related minerals and have not generated any operating revenues since inception.  We have not made our payments to secure our claim called the Lucky Thirteen Claim located in Hope, British Columbia, where we have completed exploration and testing work to see whether or not we have an economic resource. As we have not made the scheduled property payments we are in breach of our agreement to this claim we have defaulted on this claim.

 

With respect to the Valolo Claim in the Philippines, the Claim has expired.

 

We have incurred losses since inception and we must raise additional capital to fund our operations. There is no assurance we will be able to raise this capital or that if we raise the capital that the oral agreement to extend the payment terms will be honored.

 

There is no assurance that a commercially viable mineral deposit, a reserve, exists on our mineral claim or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility. Such work could take many years of exploration and would require expenditure of very substantial amounts of capital, capital we do not currently have and may never be able to raise.

 

Our initial holding was a 100% interest in the Valolo Gold Claim located in the Republic of Fiji. TNX acquired the Valolo Claim for the sum of $5,000.

 

TNX entered into a purchase agreement with Peter Osha on January 15, 2011 to earn a 100% interest in a placer gold project near Hope, British Columbia, Canada. Our investment is hereinafter referred to as the Lucky Thirteen Claim. TNX entered into a 50/50 joint venture on the Lucky Thirteen Claim with Big Rock Resources Inc. on May 2011 and TNX and commenced evaluating the Lucky Thirteen Property as the operator of the Joint Venture until February 2012 when Big Rock Resources Inc. announced that it would be unable to complete the promised financing. We are not proceeding with the purchase agreement with Peter Osha. We have spent through the joint venture approximately $400,000 on a work program on the Lucky Thirteen Claim.

 

As of the date of this Form 10K, we are planning on conducting exploration activities on the Big Monty Claims.

 

We have no full time employees and our management devotes a percentage of their time to the affairs of our Company. Our website is www.sigaresourcesinc.com

 

 

Our administrative office is located at 573 Monroe Blvd, Painesville, OH 44077. Our telephone number is 216-408-9423.

 

Presently our outstanding share capital is 45,105,000 common shares. We have no other type of shares either authorized or issued.

 

Our current auditors have expressed substantial doubt about our ability to continue as a going concern in their audit report attached to the financial statements.  We have $nil cash as at July 31, 2014 and have liabilities of $282,925.  Since our inception we have incurred accumulated losses of $661,275.  We anticipate minimum operating expenses for the next twelve months of $210,300.  It is extremely unlikely we will earn any revenue for a minimum of 5 years.  We do not have any employees either full or part time.

 

TNX is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10-K and Form 10-Qs.

 

The shareholders may read and copy any material filed by TNX with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549.   The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330.   The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which TNX has filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov.

 

Planned Business

 

The following discussion should be read in conjunction with the information contained in the financial statements of TNX and the notes, which forms an integral part of the financial statements, which are attached hereto.

 

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

 

This Form 10-K also contains forward-looking statements that involve risks and uncertainties. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition, or results of operations could be materially adversely affected and the price of our common stock could decline on the OTC Bulletin Board (the “OTCBB”).

 

ITEM 1A. RISK FACTORS

 

Risks Associated with our Company:

 

1.	Because our auditors have issued a going concern opinion and because our officers and directors will not loan any money to us, we may not be able to achieve our objectives and may have to suspend or cease exploration activity.

 

Our auditors’ report on our 2014 financial statements expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business for the next twelve months. Because our officers and directors are unwilling to commit to loan or advance capital to us, we believe that if we do not raise additional capital through the issuance of treasury shares, we will be unable to conduct exploration activity and may have to cease operations and go out of business.

 

 

2.	Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our property does not contain any reserves, and any funds spent on exploration will be lost.

 

Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our properties, the Big Monty Claims, does not contain any reserves, and any funds spent on exploration will be lost. If we cannot raise further funds as a result, we may have to suspend or cease operations entirely which would result in the loss of our shareholders’ investment.

 

3.	We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease exploration activity or cease operations.

 

We were incorporated in 2007, have not yet conducted any exploration activities and have not generated any revenues. We have an insufficient exploration history upon which to properly evaluate the likelihood of our future success or failure. Our net loss from inception to July 31, 2014, the date of our most recent unaudited financial statements, is $661,275. Our ability to achieve and maintain profitability and positive cash flow in the future is dependent upon:

 

	*	Our ability to locate a profitable mineral property
	*	Our ability to locate an economic ore reserve
	*	Our ability to generate revenues
	*	Our ability to reduce exploration costs.

 

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral property. We cannot guarantee we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

 

4.	We have no known ore reserves. Without ore reserves we cannot generate income and if we cannot generate income we will have to cease exploration activity which will result in the loss of our shareholders’ investment.

 

We have no known ore reserves. Even if we find gold mineralization we cannot guarantee that any gold mineralization will be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold mineralization in sufficient quantity to warrant recovery, we cannot guarantee that the ore will be recoverable. Finally, even if any gold mineralization is recoverable, we cannot guarantee that this can be done at a profit. Failure to locate gold deposits in economically recoverable quantities will mean we cannot generate income. If we cannot generate income we will have to cease exploration activity, which will result in the loss of our shareholders’ investment.

 

5.	If we don’t raise enough money for exploration, we will have to delay exploration or go out of business, which will result in the loss of our shareholders’ investment.

 

We estimate that, with funding committed by our management combined, we do not have sufficient cash to continue operations for twelve months even if we only carry out Phase I of our planned exploration activity on the Big Monty Claims. We need to raise additional capital to undertake Phase I. We may not be able to raise additional funds. If that occurs we will have to delay exploration or cease our exploration activity and go out of business which will result in the loss of our shareholders’ entire investment in our Company.

 

6.	Because we are small and do not have much capital, we must limit our exploration and as a result may not find an ore body. Without an ore body, we cannot generate revenues and our shareholders will lose their investment.

 

Any potential development of and production from our exploration property depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Because we are small and do not have much capital, we must limit our exploration activity unless and until we raise additional capital. Any decision to expand our operations on our exploration property will involve the consideration and evaluation of several significant factors including, but not limited to:

 

 

●	Costs of bringing the property into production including exploration preparation of production feasibility studies, and construction of production facilities;
●	Availability and cost of financing;
●	Ongoing costs of production;
●	Market prices for the minerals to be produced;
●	Environmental compliance regulations and restraints; and
●	Political climate and/or governmental regulations and controls.

 

Such programs will require very substantial additional funds. Because we may have to limit our exploration, we may not find an ore body, even though our property may contain mineralized material. Without an ore body, we cannot generate revenues and our shareholders will lose their entire investment in our Company.

 

We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend exploration activity.

 

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials as and when we are able to raise the requisite capital. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

 

7.	Because our officers and directors have other outside business activities and may not be in a position to devote a majority of their time to our exploration activity, our exploration activity may be sporadic which may result in periodic interruptions or suspensions of exploration .

 

Our one officer, our President will be devoting only 15% of his time, approximately 24 hours per month, to our business. As a consequence of the limited devotion of time to the affairs of our Company expected from management, our business may suffer. For example, because our officers and directors have other outside business activities and may not be in a position to devote a majority of their time to our exploration activity, our exploration activity may be sporadic or may be periodically interrupted or suspended. Such suspensions or interruptions may cause us to cease operations altogether and go out of business.

 

8.	Because mineral exploration and development activities are inherently risky, we may be exposed to environmental liabilities. If such an event were to occur it may result in a loss of your investment.

 

The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. At present, the Big Monty Claims, does not have a known body of commercial ore. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in extraction operations and the conduct of exploration programs. We do not carry liability insurance with respect to our mineral exploration operations and we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. Previous mining exploration activities may have caused environmental damage to the Big Monty Claims. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective. If the Big Monty Claims is found to have commercial quantities of ore, we would be subject to additional risks respecting any development and production activities. Most exploration projects do not result in the discovery of commercially mineable deposits of ore.

 

 

9.	No matter how much money is spent on our Mineral Claim, the risk is that we might never identify a commercially viable ore reserve.

 

No matter how much money is spent over the years on the Big Monty Claims, we might never be able to find a commercially viable ore reserve. Over the coming years, we could spend a great deal of money on the Big Monty Claims without finding anything of value. There is a high probability the Big Monty Claims do not contain any reserves so any funds spent on exploration will probably be lost.

 

10.	Even with positive results during exploration, the Mining Claims might never be put into commercial production due to inadequate tonnage, low metal prices or high extraction costs.

 

We might be successful, during future exploration programs, in identifying a source of minerals of good grade but not in the quantity, the tonnage, required to make commercial production feasible. If the cost of extracting any minerals that might be found on the Big Monty Claims is in excess of the selling price of such minerals, we would not be able to develop the Big Monty Claims. Accordingly even if ore reserves were found on the Big Monty Claims, without sufficient tonnage we would still not be able to economically extract the minerals from the Big Monty Claims in which case we would have to abandon the Big Monty Claims and seek another mineral property to develop, or cease operations altogether.

 

Risks Associated with owning our Shares:

 

11.	We anticipate the need to issue and sell additional shares in the future meaning that there will be a dilution to our existing shareholders resulting in their percentage ownership in the Company being reduced accordingly.

 

We expect that the only way we will be able to acquire additional funds is through the sale of our common stock. This will result in a dilution effect to our shareholders whereby their percentage ownership interest in the Company is reduced. The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required.

 

12.	We have settled liabilities of the Company by entering into Convertible Debentures and Settlement Agreements which have a significant dilution effect on our shareholders.

 

We have entered into Convertible Debentures Agreements with our creditors which could result in the issuance of 116,000,000 additional shares.  This will result in a dilution effect to our shareholders whereby their percentage ownership interest in the Company is reduced.  Further agreements could be entered into.

 

13.	Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

 

Our shares are “penny stocks” and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company’s securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder’s ability to dispose of his stock.

 

Forward Looking Statements

 

In addition to the other information contained in this Form 10-K, it contains forward-looking statements which involve risk and uncertainties.  When used in this Form 10-K, the words “may”, “will”, “expect”, “anticipate”, “continue”, “estimate”, “project”, “intend”, “believe” and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends that may affect our future plan of operations, business strategy, operating results and financial position.  Readers are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual result could differ materially from the results expressed in or implied by these forward-looking statements as a result of various factors, many of which are beyond our control.  Any reader should review in detail this entire Form 10-K including financial statements, attachments and risk factors before considering an investment.

 

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

There are no unresolved staff comments outstanding at the present time.

 

ITEM 2. PROPERTIES

 

Our mineral properties are a letter of intent to acquire the:

 

Big Monty Claims

 

We have entered into a letter of intent to with Gold Lakes Corp. (“Gold Lakes”). The LOI sets forth basic terms and conditions whereby the Company would acquire all of the issued and outstanding shares of Gold Lakes pursuant to a Share Exchange, which would result in Gold Lakes becoming a wholly owned subsidiary of the Company.

 

The Big Monty Claims consist of the following 6 mining claims in Northern Ontario:

 

Mining Claim #				# of 16HA Claim Units				# of Hectares				# of Acres
	4256641				16				256				633
	4256642				16				256				633
	4256644				6				96				237
	4256645				9				144				356
	4256646				11				176				435
	4256647				12				192				475
					70				1,120				2,768

 

Location and Access

 

The Big Monty Claims is located approximately 70 kilometers (44 miles) north of Kirkland Lake, Ontario, and 68 kilometers east of Timmins, Ontario (42 miles). It is located approximately 10 kilometers (6 miles) east of Matheson, Ontario. The area covered by the Claim is an active mineral exploration and development region with plenty of heavy equipment and operators available for hire. Both Kirkland Lake and Timmins can provide all necessary amenities and supplies including, fuel, helicopter services, hardware, drilling companies and assay services. Access to our Claim is via major highway east of Matheson. No water is required for the purposes of our planned exploration work. No electrical power is required at this stage of exploration. Any electrical power that might be required in the foreseeable future could be supplied by gas powered portable generators.

 

The claim’s terrain is rugged with mountain forests growth throughout.

 

 

Property Geology

 

Bedrock outcrops were found to be generally rare across all of the claims. This was due to vegetation and glacial till. Portions of the claims have been logged in recent years; particularly the northern portion of claim 4256645 and claims 4256646 and 4256647. However the logged areas have re-vegetated with first generation plants (grasses, pines, scrub oaks, sumac, etc.) making it difficult to find bedrock exposures. Also a significant portion of the claims area is covered with a veneer of glacial till of varying thicknesses. The till is described as a fine to medium grain arkosic sand with occasional pebble and gravel size clasts. This till dominates claims area south of the North Branch of the Porcupine-Destor Fault. The available bedrock outcrops are primarily found on claims 4255645, 4255646 and 4255647 due to recent logging and the glacial till being locally thinner at these claims. The observed bedrock is a massive fine-grained mafic volcanic rocks intruded with mafic rock characterized by pillow structures. Also observed was a northwest/southeast dike on claim 4255646. The dike rock is described as a medium-grain with visible feldspars and slightly magnetic. Finally, accessory minerals of pyrite and possible arsenopyrite were observed in several rocks. The general geochemistry is indicating the collect rocks are mafic being rich in iron and magnesium with low silica by weight. No significant concentrations of precious, base or rare earth elements were detected in the collected rocks. A belt of volcanic rocks, of the Savura Volcanic Group, underlies the property. These volcanic rocks are exposed along a wide axial zone of a broad complex. The presence of these rocks is on our property is relevant to us as gold mineralization, at the nearby (approximately 20 miles to the west of our claim) Nasoata Gold Mine, a past producer of gold in commercial quantities, is generally concentrated within extrusive volcanic rocks (of the Savura Volcanic Group) on the walls of large volcanic caldera.

 

 

 

 

 

 

 

 

The Big Monty Claims are located approximately 6 miles east of the town of Matheson (2,410 population)

 

 

Previous Exploration

 

On October 28, 2013, G3 - Gauvreau GeoEnvironmental Group Inc. prepared 2013 Claims Assessment Report. The work performed as part of the claims assessment necessary for the Big Monty Property to maintain the claims in good standing following the guidelines set forth by the Ontario Ministry of Northern Development and Mines (MNDM). The Big Monty Property is a northwest to southeast group of seven claims on Crown Land located west and south of Trollope Lake in Frecheville Township as illustrated on Figure 1. The claim numbers are the following: 4256641, 4256642, 4256644, 4256645, 4256646 and 4256647.

 

The assessment work for the claims is divided into three tasks:

 

1) Field Study performing geologic mapping and sampling

 

2) Magnetic Survey interpretation, and

 

3) Georeferencing.

 

The Big Monty claims were staked in September and October of 2010. These claims are geologically located in the Abitibi greenstone province. Structurally the claims lie along the central sector of the north branch of the Porcupine-Destor Fault. This Fault divides the claim’s lithostratographic assemblages north and south. The northern half of the claims has been mapped as Stoughton-Roquemaure Assemblage (27.25 to 27.20 Ma) (1). The southern and up side of the Fault has been mapped as the as the Kidd-Munro Assemblage (27.18 to 27.10 Ma) (1). The Stoughton-Roquemaure Assemblage is characterized by komatiitic basalt and low to high-Mg komatiite intrusives. Spinifex-textured and pillowed komatiites are common (2) while the Kidd-Monro Assemblage is described as assemblage as ultramafic and mafic, tholeiitic, metavolcanic rocks with minor high-silica rhyolite (1).

 

In the 2012 assessment period, an aerial magnetic survey was conducted on the Big Monty claims. The results from aerial magnetic survey produced a residual magnetic intensity map and a first vertical derivative of the residual magnetic intensity map. No corresponding geologic interpretation of the aerial magnetic survey was completed during that assessment period.

 

Field Study

 

A field study was performed beginning October 7 through October 11 and October 22, 2013. The purpose of the field study, where possible, was to complete the following:

 

	●	geological mapping,
	●	grab/hand rock sampling,
	●	geochemical sampling,
	●	structural mapping (faults, joints, fractures, etc.), and
	●	GPS locating of control points including claim corner posts and claim boundaries.

 

Nine rock samples were collected from various bedrock outcrops during the field study. These samples were submitted to an Agat Laboratories in Sudbury, Ontario for chemical analyses.

 

The field geological mapping and chemical analysis data is used to tie the aerial magnetometer survey to observable and mapable bedrock conditions along with structures the Porcupine-Destor Fault Zone.

 

Aerial Magnetometer Survey Interpretation

 

The interpretation of the aerial magnetic survey interpretation was conducted using the data collected in the field. The results from aerial magnetic survey produced a residual magnetic intensity map and a first vertical derivative of the residual magnetic intensity map. The reader is reminded that a magnetic field has a direction or vector. Residual magnetic intensity is the remnant magnetic field before the rock has cooled below the Curie point and the magnetic field has been removed (3). This magnetism can be in any direction. The residual magnetic intensity is not only the magnetism from the first cooling event but the residual magnetism can be affected but subsequent events (magmatic or hydrothermal intrusion) that will affect the magnetic minerals in that formation.

 

The first vertical derivative of the residual magnetic intensity emphasizes near surface features by mathematically removing the inclination and declination of the field from the data. The transformed data views the same geologic structures as the residual magnetic intensity map, but with the magnetic pole’s field induced vertical. The first vertical derivative is calculated by measuring the magnetic field simultaneously at two points vertically above each other and dividing the difference in the magnetic intensities by the distance between the two points. Figure 3 illustrates the residual magnetic intensity. The north branch of the Porcupine-Destor Fault is the dividing line between high and low magnetic intensity.

 

 

The magnetic intensity decreases to the southwest of the Fault. Correspondingly, the magnetic intensity is elevated on the claims northeast of the Fault. Interestingly, off set movement of the low magnetic intensity to the northeast is illustrated by the faults labeled 2 and 3 movement to the northeast. The low magnetic intensity located in the southeastern part of the Big Monty claims can be interpreted to be the lack of magnetic minerals which may possibly be due to an underlying felsic intrusive body. The mafic dike on claim 4255646 was expected to have a clear magnetic signature especially considering the rock sample collected from the dike was slightly magnetized and had the highest iron concentration however no geometric magnetic signature mimicking the dike was observed.

 

As with the residual magnetic intensity map, areas of north of the Porcupine-Destor Fault illustrate relatively higher general magnetic intensity than areas south of the Fault, and the southwestern portion of claim 4256641 is also an area of low magnetic intensity. Five near circular areas of elevated magnetic intensity are interpreted along or paralleling to the Northern Branch of the Porcupine- Destor Fault in claims 4256641, 4256642 and 4256645. These features are interpreted to be intrusions characterized by rocks with significant magnetic minerals. The relationship of the intrusions to the Fault can be interpreted as these intrusions having been injected into the Fault.

 

Georeferencing

 

MNDM requires the claims to be in spatially correct location. Georeferencing was planned as part of the field study following the MNDM guidelines. During the Field Study each claim corner was found using a GPS. Unfortunately no claims post were found at or surrounding these GPS locations. A request for extension has been filed to complete the georeferencing and re-posting of the claims.

 

Proposed Exploration Work – Plan of Operation

 

The ultimate goal of the assessment work is to identify locations of where to drill for precious metals. To achieve that goal from the available data, various assumptions must be made regarding the interpretation for the potential of mineralization. For example, if the assumption is that gold will be associated with quartz/felsic intrusions then the southwestern corner of claim 4256640 represents a reasonable target area. If it is further assumed that mineralization is associated with fault structures then the northeast trending Faults 3 and 4 should be focus areas for potential exploration locations.

 

However if the mineralization is associated with massive sulfide intrusions then the five elevated magnetic areas associated with the Fault are potential targets. Massive sulfides are usually associated with pyrite which is only slightly magnetic. The mineralization may be associated with pyrhhotite and magnetite which are common in sulfide intrusives. It should be noted that two of the elevated magnetic intensity areas are located at junction points between the Branch of the Porcupine-Destor Fault and the northeastern trending faults. The junction locations are ideal for intrusives and are recommended drilling locations.

 

Consequently, the proposed field work will be a phased exploration program to properly evaluate the potential of the Big Monty Claims. We must conduct exploration to determine what minerals exist on our property and whether they can be economically extracted and profitably processed. We plan to proceed with exploration of the Big Monty Claims by drilling the quartz/felsic intrusion as well as testing further the five elevated magnetic areas associated with the fault in order to begin determining the potential for discovering commercially exploitable deposits of gold on our claim.

 

We have not discovered any ores or reserves on the Big Monty Claims. Our planned work is exploratory in nature.

 

The goal of phase 1 is to utilize the current data base for the project, (an airborne mag survey and a brief geologic review done in 2013) to develop possible drill targets seeking precious and base metals on the 7 claims comprising the Monty Project.

 

 

The existing knowledge of geology and structure is insufficient to spot drill targets at this time. Only 9 rock samples were taken and none found more than trace values in precious or base metals. A problem was lack of outcrop, limiting knowledge of the actual rock types, including structure and geology. 10 outcrops were found and the geological evaluation was minimal. The report does not indicate that rock fabric or strike and dip of features was performed.

 

The Porcupine-Destor fault system is believed to run generally East-West through the property with numerous North East-South West cross faults providing several possible intersecting structural features which could possibly host economic mineralization.

 

Phase 1 will revisit outcrops for mapping and recording attitudes and fabric. Outcrop exposure will be attempted by stripping moss and vegetation from shallowly covered areas. This same effort will assess access for drill equipment, and determine if additional geophysics, either airborne or ground, would be valuable in determining more precisely the strike and dip of the major structures.

 

Competitive Factors

 

The mining industry is highly fragmented. We are competing with many other exploration companies looking for gold. We are among the smallest exploration companies in existence and are an infinitely small participant in the mining business which is the cornerstone of the founding and early stage development of the mining industry. While we generally compete with other exploration companies, there is no competition for the exploration or removal of minerals from our claims. Readily available markets exist for the sale of gold. Therefore, we will likely be able to sell any gold that we are able to recover, in the event commercial quantities are discovered on the Big Monty Claims. There is no ore body on the Big Monty Claims.

 

Government Regulation

 

Exploration activities are subject to various national and provincial laws which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed there under in Ontario and Canada.

 

Environmental Regulation

 

Our exploration activities are subject to various federal, provincial and local laws and regulations governing protection of the environment. These laws are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our exploration activities are conducted in material compliance with applicable laws and regulations. Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain exploration activities uneconomic.

 

Employees

 

Initially, we intend to use the services of subcontractors for labor exploration work on our claim. At present, we have no employees as such although our officer and director devotes a portion of their time to the affairs of the Company. Our officer and director does not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employee.

 

 

As indicated above we will hire subcontractors on an as needed basis. We have not entered into negotiations or contracts with any of potential subcontractors. We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement of our planned exploration activities.

 

There are no permanent facilities, plants, buildings or equipment on our mineral claim.

 

Mineralization

 

No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.

 

Exploration

 

Previous exploration work has not included any attempt to drill the structure on Big Monty Claims. Records indicate that no detailed exploration has been completed on the property.

 

Adjacent Properties

 

The adjacent properties are cited as examples of the type of deposit that has been discovered in the area and are not major facets to this report.

 

Planned Exploration Program

 

Description of Phase 1 Expenses		Cost
Air travel		$	3,000
Fees for field crews for 3 weeks			24,000
Transportation			2,000
Equipment rental			6,000
Ground transportation (ATV rental)			1,500
Sampling and assaying			6,000
Trenching and possible short-hole drillin			25,000
TOTAL PHASE ONE		$	67,500

 

If phase 1 is successful, and time/weather is acceptable drilling can be commenced:

 

Description of Phase 2 Expenses		Cost
Ground/air geophysics over fault zones		$	30,000
Fees for field crews for 2 months			48,000
Drilling 3,300 meter holes if warranted			108,000
TOTAL PHASE TWO		$	186,000
TOTAL FOR PHASES ONE AND TWO		$	253,500

 

 

There are no permanent facilities, plants, buildings or equipment on the Big Monty Claims.

 

We intend to complete the exploration work on the Big Monty Claims. No exact date has been determined for the commencement of exploration work on the Big Monty Claims.

 

Particularly since we have a limited operating history, no reserves and no revenue, our ability to raise additional funds might be limited. If we are unable to raise the necessary funds, we would be required to suspend Siga’s operations and liquidate our company.

 

There are no permanent facilities, plants, buildings or equipment on the Big Monty Claims.

 

Investment Policies

 

Siga does not have an investment policy at this time. Any excess funds it has on hand will be deposited in interest bearing notes such as term deposits or short term money instruments. There are no restrictions on what the directors are able to invest.

 

ITEM 3. LEGAL PROCEEDINGS

 

There are no legal proceedings to which we are a party or to which the Big Monthly Claims is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

 

There has been no Annual General Meeting of Stockholders since our date of inception. Management hopes to hold an Annual General Meeting of Stockholders during 2015.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

 

Since inception, we have not paid any dividends on our common stock, and we do not anticipate that it will pay dividends in the foreseeable future. As at July 31, 2014, we had 11 shareholders; none of these shareholders are an officer and director. The Company trades under the symbol SGAE during the years ended July 31, 2014 and 2013 as follows:

 

Quarter ended		High				Low				Volume
31-Oct-12		$	0.4500			$	0.007				1,192,000
31-Jan-13		$	0.045			$	0.0108				2,858,000
30-Apr-13		$	0.0270			$	0.018				1,215,000
31-Jul-13		$	0.0140			$	0.0024				3,501,000

 

  

Quarter ended		High				Low				Volume
31-Oct-13		$	0.0287			$	0.0025				24,167,000
31-Jan-14		$	0.0025			$	0.0020				23,180,000
30-Apr-14		$	0.0100			$	0.0030				6,301,000
31-Jul-14		$	0.0049			$	0.0033				22,790,000

 

Option Grants and Warrants outstanding since Inception.

 

No stock options have been granted since our inception.

 

There are no outstanding warrants.

 

There is conversion privileges on approximately $116,000 of our debt. This could result in additional shares of 116,000,000 being issued through conversion of this debt.

 

ITEM 6. SELECTED FINANCIAL INFORMATION

 

The following summary financial data was derived from our financial statements. This information is only a summary and does not provide all the information contained in our financial statements and related notes thereto. You should read the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this Form 10-K.

 

Operation Statement Data

 

		For the year ended				For the year ended
		July 31, 2014				July 31, 2013
Interest Expense		$	14,158			$	129,925
General and Administrative			9,000				34,750
Net loss		$	23,158			$	164,675
Weighted average shares outstanding (basic and fully diluted			45,105,000				45,105,000
Net loss per share (basic and fully diluted)		$	0.00			$	0.00

 

 

Balance Sheet Data

 

Cash and cash equivalent		$	Nil			$	Nil
Total assets		$	Nil			$	Nil
Total liabilities		$	282,925			$	259,767
Total Stockholders’ deficiency		$	(282,925	)		$	(259,767	)

 

Our historical results do not necessary indicate results expected for any future periods.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

 

Corporate Organization and History within the Last Three years

 

We were incorporated under the laws of the State of Nevada on January 18, 2007 under the name TNX Maverick, Corp. We do not have any subsidiaries or affiliated companies. Since our default have defaulted on payments to keep the ownership in the Lucky Thirteen Claim intact. Consequently, we have lost our interest in the Lucky Thirteen Claim entirely.

 

We have not been involved in any bankruptcy, receivership or similar proceedings since inception nor have we been party to a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. We have no intention of entering into a corporate merger or acquisition.

 

Business Development since Inception

 

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are a pre-exploration stage company and have not generated any revenues from our exploration activities. Further, we have not generated any revenues since our formation on January 18, 2007. We cannot guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

 

To become profitable and competitive, we first complete our acquisition of the Big Monty Claims or resurrect our ownership interest in the Lucky Thirteen Claim by making the requisite payments; or we must find an alternate mining claim. We must obtain equity or debt financing to provide the capital required implement our phased exploration program. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we will be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholders.

 

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from other sources. Our only other source for cash at this time is investments by others in the Company.

 

To meet our need for cash we must raise additional capital. We will attempt to raise additional money through a private placement, public offering or through loans. We have discussed this matter with our officers and directors. However, our officers and directors are unwilling to make any commitments to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash. We require additional cash to continue operations. Such operations could take many years of exploration and would require expenditure of very substantial amounts of money, money we do not presently have and may never be able to raise. If we cannot raise it we will have to abandon our planned exploration activities and go out of business.

 

We estimate we will require $210,300 in cash over the next twelve months. For a detailed breakdown refer to “Liquidity and Capital Reserves”. In addition cash will be required to cover the phase one cost of completing the exploration work for the Big Monty Claims during that period is estimated at $67,500; and, if required the phase two costs estimated at $186,000.

 

 

Comparison of Operations for the year ended July 31, 2014 (YE2014) compared to year ended July 31, 2013 (YE2013)

 

Expense			7/31/2014				7/31/2013				Difference				Reference
Accounting and auditing		$	9,000			$	25,050			$	(16,050	)
Bank charges			-				205				(205	)
Management fees			+				9,000				(9,000	)			(i)
News Releases			-				370				(370	)
Telephone			-				125				(125	)
Interest			14,158				129,925				(115,767	)			(ii)
TOTAL EXPENSES			23,158				164,675				(141,157	)

 

(i)	Management fees
	In YE2014, for 9 months the Director was paid $0 per month. The previous Directors of the Company were paid $1,500 per month each during the 2013 year end until they resigned late in 2012. Consequently director fees reduced by $9,000 from YE2014 over YE2013.
(ii)	Interest
	Interest in YE2014 was $14,158 due to the interest earned on the Convertible Notes. The balance of $129,925 interest expense in YE2013 included the amortization of the Discount of the Convertible Notes $116,000.

  

 

Balance Sheets

 

Total cash and cash equivalents, as of July 31, 2014 and 2013 was $Nil. Our working capital deficiency as at July 31, 2014 was a $282,925 and as of July 31, 2013, $259,767.

 

Total stockholders’ deficiency as of July 31, 2014 was $282,925 and $259,767 as at July 31, 2013. Total shares outstanding as at July 31, 2014 and 2013 was 45,105,000.

 

Our mineral properties are a letter of intent to acquire the:

 

Big Monty Claims

 

We have entered into a letter of intent to enter into an earn-in agreement to earn a 100% interest in the Big Monty Claims. Please see ITEM 2. PROPERTIES for a full description of these properties.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these 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. On an ongoing basis, management re-evaluates its estimates and judgments.

 

 

The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed below, currently exist which raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

 

Liquidity and Capital Resources

 

As of July 31, 2014 our total assets were $Nil and our total liabilities were $282,925.

 

Not including the cost of completing the exploration phase of our Big Monty Claims, our non-elective expenses over the next twelve months, are expected to be as follows:

 

Expense		Ref.		Estimated Amount
Accounting and audit		(i)		$	15,500
Edgar filing fees		(ii)			6,000
Filing fees – Nevada; Securities of State		(ii)			375
Office and general expenses		(iv)			43,000
Estimated expenses for the next twelve months					64,875
Account payable as at July 31, 2014					145,425
Cash required for the next twelve months				$	210,300

 

(i)	Accounting and audit
	We will have to continue to prepare consolidated financial statements for submission with the various 10-K and 10-Q as follows:

 

Period		Form				Accountant				Auditor				Amount
October 31, 2013			10-Q				1,500				1,500				3,000
January 31, 2014			10-Q				1,500				1,500				3,000
April 30, 2014			10-Q				1,500				1,500				3,000
July 31, 2014			10-K				3,000				3,500				6,500
Estimated total						$	7,500			$	8,000			$	15,500

 

(ii)	Edgar filing fees
	We will be required to file the annual Form 10-K estimated at $250 and the three Form 10-Qs at $250 each for a total cost of $1,000. Additional Form 8-K should cost an additional $1,000. The conversion costs to XBLR is estimated at $4,000.
(iii)	Filing fees in Nevada
	To maintain the Company in good standing in the State of Nevada an annual fee of approximately $375 has been paid to the Secretary of State.
(iv)	Office and general
	We have estimated a cost of approximately $25,000 for photocopying, printing, fax and delivery, travel, transfer agent and entertainment. Director Fees total $1,500 per month or $18,000. Total Office and General is estimated to be $43,000.

 

 

Our future operations are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable operations or income from investments. As of July 31, 2014, we have not generated revenues, and have experienced negative cash flow from operations. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Market Information

 

There are no common shares subject to outstanding options, warrants or securities convertible into common equity of our Company.

 

The number of shares subject to Rule 144 is 23,925,000.

 

Presently, there are no shares being offered to the public and no shares have been offered pursuant to an employee benefit plan or dividend reinvestment plan.

 

Our shares are traded on the OTCBB. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-Q and 10-K. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their filing during that time.

 

In the future our common stock trading price might be volatile with wide fluctuations. Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:

 

●	our variations in our operations results, either quarterly or annually;
●	trading patterns and share prices in other exploration companies which our shareholders consider similar to ours;
●	the exploration results on the Big Monty Claims, and
●	other events which we have no control over.

 

In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance. In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The financial statements attached to this Form 10-K for the year ended July 31, 2014 have been examined by our independent accountants, ZBS Group LLP. and attached hereto.

 

ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

There  are no disagreements with accountants on accounting and financial disclosure. During the year ended December 31, 2013, the Company changed its auditors from Sadler Gibbs & Associates, LLC, the auditors for the year ended July 31, 2012, initially to Messineo & Co. CPAs., who was appointed on November 6, 2014, and subsequently to ZBS Group, LLP, on April 1, 2015.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of July 31, 2014 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of July 31, 2014 as a result of material weaknesses in internal controls over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis. Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the following:

 

Internal controls are mechanisms to ensure objectives are achieved and were under the supervision of the Company’s former Chief Executive Officer, being Edwin Morrow, and former Chief Financial Officer, being Robert Malasek until their withdrawal of services on November 7, 2012 and subsequently Bob Hogarth as President and Director who was replaced on September 3, 2014 by Christopher Vallos. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.

 

These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

Internal control is “everything that helps one achieve one’s goals - or better still, to deal with the risks that stop one from achieving one’s goals.”

 

Internal controls are mechanisms that are there to help the Company manage risks to success.

 

Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).

 

In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

 

As of July 31, 2014, the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Management concluded, during the year ended July 31, 2014, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules. Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.

 

 

In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:

 

●	The Company’s Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee,
●	The Company has limited segregation of duties which is not consistent with good internal control procedures.
●	The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal control.
●	There are no effective controls instituted over financial disclosure and the reporting processes.

 

Management feels the weaknesses identified above, being the latter three, have not had any effect on the financial results of the Company. Management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.

 

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so. By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee. With the addition of other Board Members and staff the segregation of duties issue will be address and will no longer be a concern to management. By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

 

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 

ITEM 9A (T). CONTROLS AND PROCEDURES

 

There were no changes in the Company’s internal controls or in other factors that could affect its disclosure controls and procedures subsequent to the Evaluation Date, nor any deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.

 

ITEM 9B. OTHER INFORMATION

 

There are no matters required to be reported upon under this Item.

 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Each of our Directors serves until his successor is elected and qualified. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees.

 

The name, address, age and position of our officers and directors is set forth below:

 

Name and Address		Position(s )		Age
Christopher P. Vallos 573 Monroe Blvd Painesville OH 42077		Chief Executive Officer, Chief Financial Officer, President and Director (1)		35

 

(1)

Christopher Vallos, was appointed as the sole director by the Shareholders on September 3, 2014. Bob Hogarth and Richard W Markle were appointed as directors on November 7, 2012 as, President and the Chief Executive Officer, and Secretary Treasurer, respectively on the same day. Mr. Markle has subsequently resigned. Mr. Hogarth was not reappointed by the Shareholders as a Director. Effective September 3, 2014, Christopher Vallos was appointed Chief Executive Officer, Chief Financial Officer, President, and Secretary-Treasurer of the Company.

 

The percentage of common shares beneficially owned, directly or indirectly, or over which control or direction are exercised by the directors and officers of our Company, collectively, is nil.

 

Background of officers and directors

 

CHRISTOPHER VALLOS was appointed as sole director of the Company on September 3, 2014, and subsequently made the Chief Executive Officer, Chief Financial Officer, President, and Secretary-Treasurer of the Company on that date.

 

Mr. Vallos has been the Director of Finance and Marketing for NYC Marketing since 2010. NYC Marketing is a national investor relation and marketing firm that provides comprehensive customized services for publicly traded companies. Mr. Vallos responsibilities included corporate finance, budgeting, forecasting, and business analysis. Prior to joining NYC Marketing, Mr. Vallos was a product manager at Steris Corporation for 3 years.

 

Board of Directors

 

Below is a description of the Audit Committee of the Board of Directors. The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial statements.

 

 

Our audit committee is comprised of Christopher Vallos, our President and Chairman of the Audit Committee whom is not independent. Christopher Vallos cannot be considered an “audit committee financial expert” as defined in Item 401 of Regulation S-B.

 

Apart from the Audit Committee, the Company has no other Board committees.

 

Since inception on January 18, 2007, our Board has conducted its business entirely by consent resolutions and has not met, as such.

 

Significant Employees

 

We have not paid employees as such. Our Officers and Directors fulfill many of the functions that would otherwise require TNX to hire employees or outside consultants.

 

We will have to engage the services of certain consultants to assist in continuation of the exploration of our previous mineral claims and to prepare a report on the Lucky Thirteen Claim. Such consultant will responsible for hiring and supervising, the exploration work on the Company’s claims in the near future. This individual will be responsible for the completion of the geological work and, therefore, will be an integral part of our operations although he or she will not be considered an employee either on a full time or part time basis. This is because our exploration programs will not last more than a few weeks and once completed this individual will no longer be required. We have not identified any individual who would work as a consultant for us.

 

Family Relationships

 

None

 

Involvement in Certain Legal Proceedings

 

To the knowledge of the Company, during the past five years, none of our directors or executive officers:

 

(1)	has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;
(2)	was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3)	was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

 

(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

 

(ii) engaging in any type of business practice; or

 

(iii) engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

 

 

 

(4)	was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;
(5)	was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.
(6)	was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Compensation to our directors and officers was paid as follows:

 

Summary Compensation Table

 

														Long Term Compensation
		Annual Compensation												Awards								Payouts
(a)		(b)				(c)				(e)				(f)				(g)				(h)				(i)
Name and Principal position		Year				Salary				Other annual Comp. ($)				Restricted stock awards ($)				Options/ SAR (#)				LTIP payouts ($)				All other compensation ($)
Christopher Vallos			2014				-0-				-0-				-0-				-0-				-0-				-0-
Bob Hogarth			2014				-0-				-0-				-0-				-0-				-0-				-0-
			2013				-0-				-0-				-0-				-0-				-0-				-0-
Richard W. Markle			2013				-0-				-0-				-0-				-0-				-0-				-0-
			2012				-0-				-0-				-0-				-0-				-0-				-0-
Edwin G. Morrow			2011				-0-				16,500				45,000				-0-				-0-				-0-
President, CEO and			2012				-0-				16,000				-0-				-0-				-0-				-0-
Director			2013				-0-				4,500				-0-				-0-				-0-				-0-
Robert Malasek			2011				-0-				16,500				45,000-				-0-				-0-				-0-
Secretary Treasurer,			2012				-0-				16,000				-0-				-0-				-0-				-0-
CFO and Director			2013				-0-				4,500				-0-				-0-				-0-				-0-

 

 

Compensation of Directors

 

We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

 

Consulting Agreements with Executive Officers and Directors

 

There is no consulting agreement with the Company’s director. The previous director, Bob Hogarth was unpaid. There were consulting agreements with both of the previous officers or directors. Under their respective agreements with Ed Morrow and Richard Malasek, the directors were to be paid $1,500 per month each and each received 100,000 shares upon entering into these agreements.

 

Stock Option Plan

 

We have never established any form of stock option plan for the benefit of our directors, officers or future employees. We do not have a long-term incentive plan nor do we have a defined benefit, pension plan, profit sharing or other retirement plan.

 

Bonuses and Deferred Compensation

 

None

 

Compensation Pursuant to Plans

 

None

 

Pension Table

 

None

 

Termination of Employment

 

There are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in Summary of Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with us, or any change in control of us, or a change in the person’s responsibilities following a change in control of us.

 

Compliance with Section 16 (a) of the Exchange Act

 

We know of no director or officer, (“Reporting Person”) that failed to file any reports required to be furnished pursuant to Section 16(a). We do not know whether the beneficial owner of more than ten percent of any class of equity securities of our stock registered pursuant to Section 12 (“Reporting Person”) has filed any reports required to be furnished pursuant to Section 16(a).

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth, as at May 1, 2015, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholders listed below have direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

 

 

Title or Class		Name and Address of Beneficial Owner (1)		Amount of Beneficial    Ownership (2)				Percent of Class
Common Stock		NMM Consulting, Ltd.(2) 400-116 Cambie Street, Vancouver, BC V6B 2M8 Canada			23,625,000				52.4	%
Common Stock		Greater than 5% shareholders as a Group (1 person)			23,625,000				52.4	%

 

(1)	Unless otherwise noted, the security ownership disclosed in this table is of record and beneficial.
(2)	Beneficially owned by Tyler Powell, of the same address
(3)	Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons. None of our officers or directors has options, warrants, rights or conversion privileges outstanding.

 

We do not know of any other shareholder who has more than 5 percent of the issued shares.

 

The number of shares under Rule 144 is 23,925,000.

 

Our largest shareholders, NMM Consulting Ltd, own, 23,625,000 issued and outstanding shares of our common stock. All of these shares are “restricted shares” as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition.

 

There are no voting trusts or similar arrangements known to us whereby voting power is held by another party not named herein. We know of no trusts, proxies, power of attorney, pooling arrangements, direct or indirect, or any other contract arrangement or device with the purpose or effect of divesting such person or persons of beneficial ownership of our common shares or preventing the vesting of such beneficial ownership.

 

Description of Our Securities

 

We have only common shares authorized and there are no preferred shares or other forms of shares. Our authorized common stock consists of 500,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:

 

●	have equal ratable rights to dividends from funds legally available therefore, when, as, and if declared by our Board of Directors;
●	are entitled to share ratably in all of our assets available for distribution upon winding up of our affairs; and
●	do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
●	are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders.

 

 

The shares of common stock do not have any of the following rights:

 

●	preference as to dividends or interest;
●	preemptive rights to purchase in new issues of shares;
●	preference upon liquidation; or
●	any other special rights or preferences.

 

All our shares of common stock now issued and outstanding are fully paid and non-assessable.

 

Convertible Securities

 

There are two promissory notes for the amount of $116,000 which are convertible on demand into 116,000,000 shares of the Company.

 

Non-Cumulative Voting.

 

The holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our directors.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Transactions with Management and Others

 

Except as indicated below, there were no material transactions, or series of similar transactions, since our inception, or any currently proposed transactions, or series of similar transactions, to which TNX was or is to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by TNX to own of record or beneficially more than 5% of any class of TNX’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

 

Indebtedness of Management

 

There were no material transactions, or series of similar transactions, since our inception, or any currently proposed transactions, or series of similar transactions, to which we are or are to be a part, in which the amount involved exceeded $120,000 and in which any director or executive officer, or any security holder who is known to us to own of record or beneficially more than 5% of the common shares of our capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.

 

Conflicts of Interest

 

None of our officers and directors is a director or officer of any other company involved in the gold mining industry. However, there can be no assurance such involvement in other companies in the mining industry will not occur in the future. Such potential future involvement could create a conflict of interest.

 

 

To ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted, on January 19, 2007, a Code of Ethics for the Board of Directors (the “Code”). Our Code embodies our commitment to such ethical principles and sets forth the responsibilities of us and its officers and directors to its shareholders, employees, customers, lenders and other organizations. Our Code addresses general business ethical principles and other relevant issues.

 

Transactions with Promoters

 

We do not have promoters and have no transactions with any promoters.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

(1) Audit Fees

 

The aggregate fees billed by the independent registered accountants for the period ended July 31, 2014 for professional services for the review of the quarterly financial statements as at April 30, 2014; October 31, 2013; and January 31, 2014, annual financial statements as of July 31, 2013 and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those period years were as follows:

 

2014 - $Nil

2013 - $13,050

 

(2) Audit-Related Fees

 

The aggregate fees billed in each of the two periods mentioned above for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of TNX’s financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.

 

(3) Tax Fees

 

The aggregate fees billed in July 31, 2014 for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning was NIL.

 

(4) All Other Fees

 

During the period from inceptions to July 31, 2014 there were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.

 

(5) Audit Committee’s Pre-approval Policies

 

At the present time, there are not sufficient directors, officers and employees involved with us to make any pre-approval policies meaningful. Once we have elected more directors and appointed directors and non-directors to the Audit Committee it will have meetings and function in a meaningful manner.

 

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

Exhibits

 

The following exhibits are included as part of this report by reference:

  

3	Corporate Charter (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
3 (i)	Articles of Incorporation (incorporated by reference from Siga’s registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
3 (ii)	By-laws (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
4	Stock Specimen (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
10.1	Transfer Agent and Registrar Agreement (incorporated by reference from Siga’s Registration Statement on Form SB-2 filed on September 5, 2007, Registration No. 333-145879)
10.2	Corporate Acquisition Agreement between Siga, Touchstone Ventures Ltd, and Touchstone Precious Metals, Inc dated September 24, 2010 (incorporated by reference from Siga’s Form 10K for the year ended July 31, 2010)
10.3	Letter Agreement dated May 15, 2010 between Peter Osha and Touchstone Precious Metals, Inc. regarding the Option to Purchase the Lucky Thirteen Claim from Peter Osha. (incorporated by reference from Siga’s Form 10K for the year ended July 31, 2010)
10.4	Extension Agreement dated October 14, 2010 between Peter Osha, Touchstone Ventures Ltd, Touchstone Precious Metals Inc., and Siga Resources Inc. (incorporated by reference from Siga’s Form 10Q for the Quarter ended October 31, 2010)
10.5	Property Acquisition and Royalty Agreement dated January 16, 2011 between Siga Resources Inc. and Peter Osha (incorporated by reference from Siga’s Form 10Q for the Quarter ended January 31, 2011)
10.6	Joint Venture Agreement dated May 12, 2011 between Big Rock Resources Ltd. and Siga Resources Inc. regarding the development of the Lucky Thirteen Claim. (incorporated by reference from Siga’s Form 8K filed May 14, 2011).
10.7	Letter of Intent dated June 14, 2011 between Montana Mining Company and Siga Resources Inc. regarding the acquisition of the Big Bear Claims 1-9 located in San Bernardino County, California (incorporated by reference from Siga’s Form 8K filed June20, 2011).
10.8	Revised Acquisition Agreement dated July 7, 2011 between Montana Mining Company and Siga Resources Inc. regarding the acquisition of the Big Bear Claims 1-9 located in San Bernardino County, California (incorporated by reference from Siga’s Form 8K filed July 12, 2011).
10.9	Joint Venture Agreement dated July 22, 2011 between Bentall Fairview Resources Ltd.. and Siga Resources Inc. regarding the development of the Big Bear Claims. (incorporated by reference from Siga’s Form 8K filed July 22, 2011).
10.10	Property Acquisition and Royalty Agreement dated September 20, 2011 between Siga Resources Inc. and Laguna Finance Ltd. regarding the acquisition of the Moutauban Gold Tailing Claims located in near Quebec City, Canada (incorporated by reference from Siga’s Form 8K filed September 28, 2011) .
31	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Christopher Vallos
32	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Christopher Vallos
33-0	XBRL Report

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

TNX MAVERICK, CORP

(Registrant)

 

By:	/s/ CHRISTOPHER VALLOS
	Christopher Vallos
	Chief Executive Officer Chief Financial Officer, President and Director
Date: July 17, 2015

 

 

Financial Statements. The following financial statements are included in this report:

 

Title of Document
Balance Sheets as at July 31, 2014 and 2013		35
Statement of Operations for years ended July 31, 2014 and 2013		36
Statement of Changes in Shareholders’ Deficiency for the years ended July 31, 2014 and 2013		37
Statement of Cash Flows for years ended July 31, 2014 and 2013		38
Notes to the Financial Statements		39

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and

Stockholders of TNX Maverick Corp

(Formerly Siga Resources Inc.)

 

We have audited the accompanying balance sheets of TNX Maverick Corp (formerly Siga Resources, Inc.) as of July 31, 2014 and 2013, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended July 31, 2014. TNX Maverick Corp’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

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

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of TNX Maverick Corp (formerly Siga Resources, Inc.) as of July 31, 2014 and 2013, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 5 to the financial statements, the company is an early stage company with limited operations and resources, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

// ZBS Group LLP
Plainview, NY
July 14, 2015

 

255 Executive Drive, Suite 400 Plainview, New York 11803
Tel: (516) 394-3344 Fax: (516) 908-7867
www.zbscpas.com

 

 

TNX MAVERICK, CORP.

BALANCE SHEETS

 

		July 31, 2014				July 31, 2013
ASSETS
CURRENT ASSETS
Cash		$	-			$	-
TOTAL CURRENT ASSETS			-				-
TOTAL ASSETS		$	-			$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued interest		$	145,425			$	122,267
Note payable			21,500				21,500
Convertible notes payable			116,000				116,000
Total Current Liabilities			282,925				259,767
STOCKHOLDERS’ DEFICIENCY
Common stock 500,000,000 shares authorized, at $0.001 par value; 45,105,000 shares issued and outstanding as of July 31, 2014 and 2013, respectively			45,105				45,105
Capital in excess of par value			333,245				333,245
Accumulated deficit			(661,275	)			(638,117	)
Total Stockholders’ Deficiency			(282,925	)			(259,767	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		$	-			$	-

 

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

 

 

TNX MAVERICK, CORP.

STATEMENT OF OPERATIONS

For the years ended July 31, 2014 and 2013

 

		Year ended
		July 31, 2014				July 31, 2013
REVENUES		$	-			$	-
EXPENSES
General and administrative			9,000				34,750
TOTAL EXPENSES			9,000				34,750
OTHER EXPENSE
Interest expense			14,158				129,925
NET LOSS		$	(23,158	)		$	(164,675	)
NET LOSS PER COMMON SHARE
Basic and fully diluted		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and fully diluted			45,105,000				45,105,000

 

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

 

 

TNX MAVERICK, CORP.

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

For the years ended July 31, 2014 and 2013

 

		Common Shares Issued				Common stock Amount				Capital in Excess of Par Value				Accumulated Deficit				Total
Balance as at July 31, 2012			45,105,000			$	45,105			$	333,245			$	(473,442	)		$	(95,092	)
Net loss for the year			-				-				-				(164,675	)			(164,675	)
Balance as at July 31, 2013			41,105,000			$	45,105			$	333,245			$	(638,117	)		$	(259,767	)
Net loss for the year ended July 31, 2014															(23,158	)			(23,158	)
Balance as at July 31, 2014			45,105,000			$	45,105			$	333,245			$	(661,275	)		$	(282,925	)

 

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

 

 

TNX MAVERICK, CORP.

STATEMENT OF CASH FLOWS

For the years ended July 31, 2014 and 2013

 

		Year ended				Year ended
		July 31, 2014				July 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(23,158	)		$	(164,675	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of discount on convertible debt			-				116,000
Changes in accounts payable			23,158				36,502
Net Cash Used in Operating Activities			-				(12,173	)
CASH FLOWS FROM INVESTING ACTIVITIES:			-				-
CASH FLOWS FROM FINANCING ACTIVITIES
Promissory Notes			-				2,250
Net Cash Provided by Financing			-				2,250
Net Increase (Decrease) in Cash			-				(9,923	)
Cash at Beginning of Year			-				9,923
CASH AT END OF YEAR		$	-			$	-
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:

 

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

 

 

TNX MAVERICK, CORP.

(Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

July 31, 2014

 

1. ORGANIZATION

 

The Company, TNX Maverick, Corp. was incorporated under the laws of the State of Nevada on January 18, 2007 with the authorized capital stock of 300,000,000 shares at $0.001 par value. On April 30, 2008, the Secretary of State for Nevada approved an amendment to the Articles of Incorporation where the total number of shares of common stock was increased to 500,000,000 shares of common stock with a par value of $0.001 per share. The Company was organized for the purpose of acquiring and developing mineral properties.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Accounting Methods

 

The Company recognizes income and expenses based on the accrual method of accounting.

 

Dividend Policy

 

The Company has not yet adopted a policy regarding payment of dividends.

 

Basic and Diluted Net Income (loss) Per Share

 

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding.   Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes anti-dilutive and then the basic and diluted per share amounts are the same. As of July 31, 2014 and 2013 the Company has 116,000,000 of common stock equivalents outstanding, calculated using the if-converted method.

 

Income Taxes

 

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

 

Foreign Currency Translations

 

Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translation is recognized. The functional currency is considered to be US dollars.

 

Revenue Recognition

 

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

 

 

Advertising and Market Development

 

The company expenses advertising and market development costs as incurred.

 

Financial Instruments

 

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

 

Estimates and Assumptions

 

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

 

Impairment of Long-lived Assets

 

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

 

Mineral Property Acquisition and Exploration Costs

 

Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs are expensed when incurred.

 

Statement of Cash Flows

 

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

 

Environmental Requirements

 

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

 

Reclassifications

 

Certain prior period amounts have been reclassified to conform with current period presentation.

 

Recent Accounting Pronouncements

 

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

 

 

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

 

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the consolidated financial statements.

 

We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

 

3. CONVERTIBLE NOTES PAYABLE

 

On July 31, 2012, the Company converted $40,000 in accounts payable to a convertible promissory note. The note has a 10% per annum interest rate and a maturity date of July 31, 2013. The note is currently in arrears and is due and payable on demand. The note is convertible into shares of the Company’s common stock at a conversion price of $0.001. Per ASC 470-50-40-10b, as this transaction added a substantive conversion feature to the debt, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. The Company amortized the discount on the debt equal to the face value, in the amount of $40,000 for the year ended July 31, 2013. This discount was amortized to interest expense.

 

On July 31, 2012, the Company converted $76,000 in advances to a convertible promissory note. The note has a 10% per annum interest rate and a maturity date of July 31, 2013. The note is currently in arrears and is due and payable on demand. The note is convertible into shares of the Company’s common stock at a conversion price of $0.001. Per ASC 470-50-40-10b, as this transaction added a substantive conversion feature to the debt, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. The Company amortized the discount on the debt equal to the face value, in the amount of $76,000 for the year ended July 31, 2013. This discount was amortized to interest expense.

 

 

4. NOTE PAYABLE

 

The Company received $17,500 under a promissory note agreement in July 2012. Per the note agreement, interest of $6,633 was accrued through July 31, 2014. An additional $4,000 was received under this Note in 2013. Interest and principal were due on September 15, 2012. The Company is currently in default on this note. Implied interest of $6,633 has been accrued on this Note and has been disclosed on the Balance sheets Accounts Payable and Accrued Interest.

 

5. GOING CONCERN

 

The Company will need additional working capital to service its debt and to develop the mineral claims acquired, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

 

6. INCOME TAXES

 

The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating Loss):

 

Period Ended			Estimated NOL Carry-Forward $				NOL expires				Estimated Tax Benefit from NOL $				Valuation Allowance from NOL Benefit $				Net Tax Benefit
2007				22,659				2027				7,704				(7,704	)			-
2008				57,226				2028				19,456				(19,456	)			-
2009				36,149				2029				12,291				(12,291	)			-
2010				24,511				2030				8,334				(8,334	)			-
2011				229,394				2031				77,994				(77,994	)			-
2012				103,503				2032				35,191				(35,191	)			-
2013				164,675				2033				55,990				(55,990	)
2014				23,158				2034				13,994				(13,994	)			-
Total				661,275								230,954				(230,954	)			-

 

The total valuation allowance as of July 31, 2014 was $230,954 which increased by $13,994.

 

As of July 31, 2014 and 2013, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended July 31, 2014, and 2013 and no interest or penalties have been accrued as of July 31, 2014 and 2013.

 

The tax years from 2009 and forward have not been filed and remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.

 

7. SUBSEQUENT EVENTS

 

On April 6, 2015, the Company has entered into a Letter of Intent whereby it will sign a definitive agreement to acquire 100% of Flex Mining through the issuance of 2,000,000 restricted shares, a $10,000 promissory note payable within six months to the owners of Flex Mining Ltd., and by a capital expenditure of up to $1,000,000 over three years on the Big Monty Claims. Flex Mining Ltd. owns 100% of six claims named the Big Monty Claims in the historic Abitibi Greenstone Belt. This earn-in agreement is subject to the Company reverse splitting the shares on the basis of one new share for every 200 existing shares and changing the name of the Company to Gold Lakes Corp.