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| MGOL.OB > SEC Filings for MGOL.OB > Form 10-Q on 6-Aug-2009 | All Recent SEC Filings |
6-Aug-2009
Quarterly Report
References in the following discussion and throughout this quarterly report to "we", "our", "us", "the Company", and similar terms refer to Minatura Gold and its subsidiary unless otherwise expressly stated or the context otherwise requires.
The information set forth herein is only a summary of our business plans. The
following business description assumes (i) the completion of the GRP Merger, and
(ii) the GV Acquisition. The following is a description of the business that
MGOL intends to operate after the closings of the GRP Merger and the GV
Acquisition.
OVERVIEW AND OUTLOOK
Minatura Gold ("MGOL") was formed as a Nevada corporation in January 2007 as Boatatopia. In March of 2008 MGOL changed its name to Minatura Gold, and as a result of entering into agreements with Gold Resource Partners LLC ("GRP") and Flat Holdings, LLC, ("Flat"), Minatura Gold is pursuing the exploration, development, mining, dredging and refining of gold as well as the exploration and commercialization of other precious metals available in the Republic of Colombia. The agreements with GRP and Flat will provide Minatura Gold with the ownership of 100% of Gold Ventures 2008, LLC, and with 100% of Minatura Nevada Corp., 100% of Camicol SA, along with various other mining properties located in Colombia, including the San Pablo Gold Mine, an ongoing mining operation that is in production, located in the mining district of Segovia-Remedios.
Upon closing of the transactions with GRP and Flat, MGOL will own and operate mining concessions in Colombia, in addition to owning a dredging equipment manufacturer capable of producing mining equipment utilized in mining operations. The mining concessions located in the mining districts of Antioquia and Caldas, Colombia, currently include in excess of 99,000 acres of mining property. Dredging equipment built and supplied by Minatura Nevada Corp., a subsidiary of GPR is currently on location at the Coco Hondo site in Colombia and received permits in February of 2009 to commence mining operations, which are anticipated to start production in third quarter of 2009.
Recent Developments
On February 2, 2009, we effected a 10-for-1 forward stock split of our $0.001 par value common stock.
On March 27, 2009, we entered into a letter of intent (the "LOI") with Camicol, SA ("Camicol"), with respect to the proposed asset acquisition by the Company of certain assets of Camicol.
On March 27, 2009, we entered into a letter of intent (the "LOI") with Gold Ventures 2008, LLC ("GV"), with respect to the proposed membership purchase of 100% of the membership interest of GV.
On March 27, 2009, we entered into a letter of intent (the "LOI") with Minatura Nevada, LLC ("MN"), with respect to the proposed membership purchase of 100% of the membership interests of MN.
The LOI's serve as framework for definitive agreements. The parties will use their best efforts to complete all the definitive agreements and have the agreements approved by the parties board of directors.
On June 12, 2009, MGOL entered into a reverse triangular merger by and among Boatatopia Sub Corp. ("SUB CO"), a wholly owned subsidiary of the Company, and Gold Resource Partners, LLC, a Nevada limited liability company ("GRP"), the constituent entities, whereby the Company will issue 10,258,821 shares of its Rule 144 restricted common stock in exchange for 100% of GRP's outstanding membership interests. Pursuant to the terms of the merger, GRP will be merged with SUB CO wherein SUB CO shall cease to exist and GRP will become a wholly owned subsidiary of MGOL. Subject to the terms and conditions set forth in the Merger Agreement, the Merger is anticipated to become effective on August 1, 2009.
Pursuant to the terms of the Merger Agreement, the board of directors of MGOL, resigned and appointed new directors of the Company to serve until the next annual meeting of stockholders, or until successors have been elected.
The Merger Agreement contains normal conditions to closing including the audited financial statements of GRP, prepared pursuant to Regulation S-X to be completed and presented to the Company for filing with an Amended Form 8-K, as required by Item 2.01 and Item 9.01 of Form 8-K.
Additionally, the Merger Agreement sets forth conditions that the Company shall have obtained a cancellation of 1,000,000 shares of restricted common stock held in the name of Stoecklein Law Group and a cancellation of 7,500,000 shares of common stock held by Stephen Causey, pursuant to the terms and conditions of the Termination Agreement.
A copy of the Agreement and Plan of Merger between SUB CO and GRP is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on July 23, 2009 and is incorporated in its entirety herein.
On June 17, 2009, we issued a press release announcing the execution of a definitive agreement for gold mining acquisition (99,000 + acres). A copy of the press release is attached as Exhibit 99.1 to the Current Report on Form 8-K filed on July 23, 2009.
On June 12, 2009, we entered into a membership purchase agreement and plan of reorganization by and among Gold Venture 2008, LLC ("Gold Venture"), a Nevada limited liability company, and Flat Holdings, LLC, a Nevada limited liability company ("Flat"), the constituent entities. As mentioned above MGOL intends to acquire Flat's 40% interest in Gold Venture, along with the previously announced agreement to merge with Gold Resource Partners, LLC, which owns 60% of Gold Venture. This acquisition, upon completion, will provide MGOL with the ownership of 100% of Gold Venture 2008, LLC, 100% of Minatura Nevada Corp., and 100% of Camicol SA, along with various other mining properties located in Colombia, including the San Pablo Gold Mine, an ongoing mining operation that is in production, located in the mining district of Segovia-Remedios. A copy of the Membership Purchase Agreement between the MGOL, Gold Venture and Flat is filed as Exhibit 2.1 to the Current Report on Form 8-K filed on July 28, 2009 and is incorporated in its entirety herein.
On July 22, 2009, we issued a press release announcing the execution of a definitive agreement for acquiring Flat's 40% interest in Gold Venture. A copy of the press release is attached as Exhibit 99.2 to the Current Report on Form 8-K filed on July 28, 2009.
Resignation of Director and Officers
On June 24, 2009, Mr. Steve Causey gave MGOL notice of his resignation from his position as a member of the Board of Directors and as President of Company, effective immediately.
On June 24, 2009, Ms. Gisela Stoecklein gave MGOL notice of her resignation from her position as Secretary of the Company, effective immediately.
Appointment of Officers
Upon the resignation of Mr. Causey and Ms. Stoecklein, the Board of Directors appointed Mr. Juan Perez to serve as the Company's President, Mr. Paul R. Dias as CEO, and appointed Mr. Bill McVey to serve as the Company's Secretary and Treasurer.
Juan Perez - President Mr. Perez is a US citizen who has lived in Colombia for most of his life. He was a consultant to business and government on numerous alluvial mining and exploration projects in Colombia for over 30 years. Mr. Perez was General Manager and a Co-founder of Promocion de Proyectos Mineros (PPM). He was also Professor at the Faculty of Mines in Medellin from 1984 to 2007. Mr. Perez graduated with a degree in mining engineering from the Universidad Nacional in Colombia and completed postgraduate studies in the UK at the University of Nottingham.
Paul R. Dias - CEO Paul Dias is the original founder of Gold Resource Partners and various related entities. A financier and venture capitalist with over 20 years of international business experience, he has raised capital for numerous companies in natural resources, information technology and alternative health sectors. Mr. Dias has been exclusively involved in the acquisition, exploration, and development of mineral concessions in Colombia since 2001. Along with Gold Resource Partners, Mr. Dias is also the founder of subsidiary companies that support mining operations in Colombia. Those include a dredge manufacturing facility and a gold recovery systems facility.
Bill McVey - Secretary and Treasurer William F. McVey Sr. started Continental Fire Sprinkler Company, July 1971 with another partner. Continental employed approx. 200 people and did contract work across 32 states. Revenue reached 34 million dollars. He also started Continental Alarm and Detection Company in 1995. This Company did all types of Security, Camera's, Fire and Smoke detectors and Central Station Alarm monitoring. Both companies were sold to Peter Kiewit Construction Co., July 2005. Kiewit is the 5th largest building and road contractor in the United States. He also started Grif-Fab Corp., in Denver, Colorado in 1973. Grif-Fab was a wholesale piping supply co and steel Fabricator. Grif-Fab also had a sub-plant in Albuquerque, New Mexico and Kingman, Arizona. All 3 entities were sold to Ferguson Enterprises. ( A Woosley Co.). Feb. 2007.
Appointment of Director
Prior to the resignation of Mr. Causey, the Board of Directors appointed Mr. Paul R. Dias and Mr. Bill McVey to serve as members of the Company's Board of Directors. Currently, the Company does not have separate committees within the Board of Directors such as an Audit, Nominating, or Governance committees due to having limited resources. Therefore, Mr. Dias and Mr. McVey will participate as the Company's entire board of directors in performing some of the functions associated with these separate committees.
As the result in change of management and change of direction in the Company, MGOL has temporarily changed its principal address to the following: 402 West Broadway, Suite 690-B, San Diego, California 92101, effective as of June 24, 2009.
Plan of Operation
With the dramatic improvement in the political and economic climate in Colombia and the recent influx of foreign investment and activities, management feels that the political and socioeconomic environment are sufficiently secure to now deploy substantial capital towards proving out the gold reserves in the licenses and commencing mining operations at a number of them in the short term. Many major and junior mining companies are commencing to deploy substantial capital in Colombia as they have come to the same conclusion. As such, the Gold Mining Entities have acquired and are in development of multiple concessions which eventually is planned to be in excess of over 1.2 million acres in Colombia.
Our direct attention is focused on the completion of the GRP Merger and the GV Acquisition. The Business of MGOL, as it presently exists, is based upon the completion of the GRP Merger and the GV Acquisition.
Liquidity and Capital Resources
The following table summarizes total current assets, total current liabilities and working capital at June 30, 2009 compared to December 31, 2008.
June 30, December 31, Increase / (Decrease) 2009 2008 $ %
Current Assets $239,254 $21,825 $217,429 996%
Current Liabilities 48,662 1,293 47,369 3663%
Working Capital (deficit) $(190,592) $(46,968) $143,624 306%
Liquidity is a measure of a company's ability to meet potential cash requirements. We have historically met our capital requirements through the issuance of stock and by borrowings. In the future, we anticipate we will be able to provide the necessary liquidity we need by the revenues generated from the sales of our products.
As of June 30, 2009, we continue to use traditional and/or debt financing to provide the capital we need to run the business. In the future, we need to generate enough revenues from the sales of our products in order for us to not have to sell additional stock or obtain loans.
Financing. On June 8, 2009, the Company executed a $1,000,000 line of credit with Elite Capital Management ("Elite"), an unrelated third party. During the six months ended June 30, 2009, the Company received $10,000 from Elite. The note is due on June 7, 2010 and bears interest at a rate of 5% per year. During the six months ended June 30, 2009, the Company had interest expense of $15.
Satisfaction of our cash obligations for the next 12 months.
As of June 30, 2009, our cash balance was $134,239. Our plan for satisfying our cash requirements for the next twelve months is through additional sales of our common stock, third-party financing, and/or traditional bank financing, and sales-generated income. We intend to make appropriate plans to insure sources of additional capital in the future to fund growth and expansion, and may consider additional equity or debt financing or credit facilities.
Since inception, we have financed cash flow requirements through debt financing and the issuance of common stock for cash and services. As we continue to expand operational activities, we may continue to experience net negative cash flows from operations, pending receipt of sales or development fees, and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings, giving consideration to loans and working diligently to move sales ahead to the extent necessary to provide working capital.
We may continue to incur operating losses over the majority or some portion of the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in their early stage of development. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing strategy, continue to develop and upgrade technology and products, respond to competitive developments, and continue to attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.
As a result of our cash requirements and our lack of working capital, although not anticipated, we may continue to issue stock in exchange for loans and/or equity, which may have a substantial dilutive impact on our existing stockholders.
Going Concern
The financial statements included in this filing have been prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not commenced its planned principal operations and it has not generated significant revenues. As shown on the accompanying financial statements, the Company has incurred a net loss of $131,908 for the period from January 16, 2007 (inception) to June 30, 2009. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its business opportunities.
In order to obtain the necessary capital, the Company will seek equity and/or debt financing. If the financing does not provide sufficient capital, stockholders of the Company have agreed to provide sufficient funds as a loan over the next twelve-month period. However, the Company is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful. Without sufficient financing, it is unlikely for the Company to continue as a going concern.
Summary of any product research and development that we will perform for the term of the plan.
We do not anticipate performing any significant product research and development over the next twelve-month period. Research and development efforts will be based upon the completion of the GRP Merger and the GV Acquisition.
Expected purchase or sale of plant and significant equipment.
We do not anticipate the purchase or sale of any plant or significant equipment at this time or in the next 12 months.
Significant changes in number of employees.
We currently employ close to 200 people in the Coco Hondo and San Pablo Mine, including managers and workers and will add permanently as the exploitation phase starts. The mines operate three shifts per day and vigilance is provided by an external company that specializes in mine security.
Critical Accounting Policies and Estimates
Recent Accounting Pronoucements
In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable Interest Entities - an interpretation of ARB No. 51," as well as other modifications. While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company's financial statements. The changes would be effective March 1, 2010, on a prospective basis.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS 157-3"), which clarifies application of SFAS 157 in a market that is not active. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued. The adoption of FSP FAS 157-3 had no impact on the Company's results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, "Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities." This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise's involvement with variable interest entities, including qualifying special-purpose entities. This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The Company adopted this FSP effective January 1, 2009. The adoption of the FSP had no impact on the Company's results of operations, financial condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1 requires additional fair value disclosures about employers' pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157. Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009. The Company does not expect the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operation.
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4"). FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly. Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value. This FSP is effective for interim and annual periods ending after June 15, 2009. The Company does not expect the adoption of FSP FAS 157-4 will have a material impact on its financial condition or results of operation.
Off-Balance Sheet Arrangements
As of June 30, 2009, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
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