UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(MARK ONE)
FORM 10-Q
[√] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2008 |
OR
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM __________________ TO __________________________ |
COMMISSION FILE NUMBER: 000-26703 |
AMMEX GOLD MINING CORP. |
(Name of registrant as specified in its charter) |
NEVADA | 98-0409895 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
346 Waverly Street Ottawa, Ontario, Canada | K2P OW5 |
(Address of principal executive offices) | (Zip Code) |
(613)226-7883 |
(Registrant's telephone number, including area code) |
N/A |
(Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated Filer
[ ]
Accelerated Filer
Non-accelerated Filer
[ ]
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]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13, or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ___________ No___________
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock as of the latest practicable date: 56,806,885 shares of Common Stock, $0.001 par value as of December 31, 2008.
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PART I. - FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | F-1 |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations. |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 2 |
Item 4. | Controls and Procedures. | 6 |
PART II - OTHER INFORMATION | ||
Item 1. | Legal Proceedings. | 6 |
Item 1A. | Risk Factors. | 2 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 6 |
Item 3. | Defaults Upon Senior Securities. | 6 |
Item 4. | Submission of Matters to a Vote of Security Holders. | 6 |
Item 5. | Other Information. | 6 |
Item 6. | Exhibits. | 7 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this quarterly report on Form 10-Q contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Generally, the words “believes”, “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements which include, but are not limited to, statements concerning the Company’s expectations regarding its working capital requirements, financing requirements, business prospects, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
1
PART 1 - FINANCIAL INFORMATION
Item 1.
Financial Statements.
AmMex Gold Mining Corp.
(An Exploration Stage Mining Company)
Unaudited
Consolidated Financial Statements
Period ended December 31, 2008 and 2007
F-1
MANAGEMENT’S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
To the shareholders of AmMex Gold Mining Corp. (An Exploration Stage Mining Company)
The consolidated financial statements and the notes thereto are the responsibility of the management of AmMex Gold Mining Corp. (An Exploration Stage Mining Company). These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles.
Management has developed and maintained a system of internal controls to provide reasonable assurance that all assets are safeguarded and to facilitate the preparation of relevant, reliable and timely financial information.
The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control.
“W. Campbell Birge”
W. Campbell Birge
President
F-2
AmMex Gold Mining Corp.
(An Exploration Stage Mining Company)
Consolidated Balance Sheets (Unaudited)
As at December 31, 2008 and June 30, 2008
(Expressed in United States dollars, unless otherwise stated)
December 31,
June 30,
2008
2008
(Unaudited)
(Audited)
Assets
Current Assets | |||||||
| Cash | $ | 3,904 |
| $ | 82,054 |
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| Prepaid Expenses |
| 3,161 |
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| 170,492 |
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| Accounts Receivable |
| 457 |
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| 484 |
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| 7,522 |
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| 253,030 |
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Fixed Assets (Note 6) |
| 5,245 |
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| 5,834 |
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| 5,245 |
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| 5,834 |
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| $ | 12,768 |
| $ | 258,864 |
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Liabilities and Stockholders’ Equity | |||||||
Liabilities |
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Current Liabilities |
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| Accounts payable and accrued liabilities | $ | 31,937 |
| $ | 324,015 |
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Demand Note |
| 10,000 |
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| - |
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| 41,937 |
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| 324,015 |
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Stockholders’ Equity |
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| Common stock, $0.001 par value |
| 56,806 |
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| 50,834 |
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| Additional Paid-in capital |
| 6,987,318 |
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| 6,784,221 |
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| Contributed surplus |
| 22,625 |
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| 22,625 |
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Deficit accumulated during the Development Stage |
| (7,091,518) |
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| (6,918,431) |
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Accumulated other comprehensive loss |
| (4,400) |
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| (4,400) |
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| (29,169) |
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| (110,151) |
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| $ | 12,768 |
| $ | 258,864 |
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Going concern (Note 1) Commitment (Note 12)
The accompanying notes are an integral part of the consolidated financial statements.
F-3
AmMex Gold Mining Corp.
(An Exploration Stage Mining Company)
Consolidated Statement of Operations (Unaudited)
For the Period Ended December 31, 2008 and December 31, 2007
(Expressed in United States dollars, unless otherwise stated)
| Three Month Period Ended December 31, 2008 (Unaudited) | Six Month Period Ended December 31, 2008 (Unaudited) | Three Month Period Ended December 31, 2007 | Six Month Period Ended December 31, 2007 | Cumulative Since November 20, 2002 to December 31, 2008 |
Revenue |
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Interest Income | $ 13 | $ 53 | $ 5,211 | $ 7,728 | $ 12,517 |
Expenses |
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Exploration Expenses | (2,096) | (10,885) | 210,000 | 301,637 | 1,605,662 |
Geologists | - | - | 2,304 | 14,054 | 264,469 |
Advertising and Promotion | 703 | 1,372 | 1,221 | 13,125 | 74,706 |
Consulting Fees | - | - | 60,078 | 61,328 | 435,305 |
Corporate Communications | 151 | 230 | 315,619 | 353,476 | 531,136 |
Employment Compensation | - | - | 130,060 | 182,235 | 1,220,483 |
Insurance | - | 10,201 | 11,316 | 24,672 | 99,308 |
Amortization | 294 | 588 | 368 | 736 | 2,856 |
Office and Miscellaneous | 341 | 825 | 80 | 4,727 | 66,829 |
Professional Fees | (309) | 8,950 | 101,788 | 163,076 | 254,608 |
Rent Stock-based Compensation | - 62,739 | 2,232 159,064 | 1,958 - | 3,953 - | 21,561 181,689 |
Travel and Lodging | - | - | 3,690 | 3,692 | 16,278 |
Interest and Service charges | 283 | 561 | 466 | 648 | 4,854 |
Write-down of Mineral Properties | - | - | 2,396,650 | 2,421,650 | 2,431,650 |
Total Operating Expenses | 62,106 | 173,138 | 3,235,598 | 3,549,009 | 7,211,394 |
Loss for the period before other item: | 62,093 | 173,085 | 3,230,387 | 3,541,281 | 7,198,877 |
Other items: |
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Gain on forgiveness of debt | - | - | - | - | 102,960 |
Net Loss for the period from continuing operations | 62,093 | 173,085 | 3,230,387 | 3,541,281 | 7,095,917 |
Comprehensive Loss Foreign currency translation Adjustments | - - | - - | - - | - - | 4,400 - |
Comprehensive loss for the period | $ 62,093 | $ 173,085 | $3,230,387 | $3,541,281 | $ 7,091,517 |
Basic and diluted loss per share | $ (0.01) | $ (0.01) | $ (0.07) | $ (0.08) |
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Weighted average number of shares outstanding | 56,806,885 | 55,313,536 | 47,836,626 | 46,297,213 |
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The accompanying notes are an integral part of the consolidated financial statement
F-4
AmMex Gold Mining Corp.
(An Exploration Stage Mining Company)
Interim Consolidated Statement of Cash Flows (Unaudited)
For the Period Ended December 31, 2008 and December 31, 2007
(Expressed in United States dollars, unless otherwise stated)
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| Period ended December 31, 2008 |
| Period Ended December 31, 2007 |
| November 20, 2002 (Date of Inception) to December 31, 2008 | |||||
Cash Flows from Operating Activities |
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Net Loss for the Period | $ | (173,085) | $ | (3,230,387) | $ | (7,091,518) | |||||
Add (deduct) non-cash items: |
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Amortization |
| 588 |
| 368 |
| 2,856 | |||||
Write-down of Mineral Properties |
| - |
| 2,396,650 |
| 2,431,650 | |||||
Shares issued for services |
| 159,064 |
| 707,190 |
| 2,208,138 | |||||
Write-off of accounts receivable |
| - |
| - |
| 333 | |||||
Loss on disposal of assets |
| - |
| - |
| (675) | |||||
Gain on forgiveness of debt |
| - |
| - |
| (137,412) | |||||
Changes in non-cash working capital items: |
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Accounts receivable |
| 27 |
| (260) |
| (457) | |||||
Prepaid expenses |
| 8,320 |
| 75,405 |
| (3,161) | |||||
Accounts payable and accrued liabilities |
| (83,064) |
| (54,083) |
| 255,060 | |||||
| $ | (88,150) | $ | (105,117) | $ | (2,335,186) | |||||
Cash Flows from Investing Activities |
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Purchase of equipment |
| - |
| - |
| (8,102) | |||||
Acquisition of mineral properties |
| - |
| - |
| (60,000) | |||||
| $ | - | $ | - | $ | (68,102) | |||||
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Cash Flows from Financing Activities |
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Capital stock issued |
| - |
| - |
| 2,079,780 | |||||
Demand note |
| 10,000 |
| - |
| 190,000 | |||||
Advances from related parties |
| - |
| - |
| 137,412 | |||||
| $ | 10,000 | $ | - | $ | 2,407,192 | |||||
Increase (decrease) in cash from continuing operations |
| (78,150) |
| (105,117) |
| 3,904 | |||||
Cash, beginning of the period |
| 82,054 |
| 389,048 |
| - | |||||
Cash, end of the period | $ | 3,904 | $ | 283,931 | $ | 3,904 | |||||
Supplemental disclosure of non-cash transactions (Note 5)
The accompanying notes are an integral part of the consolidated financial statement
F-5
AmMex Gold Mining Corp.
(An Exploration Stage Mining Company)
Consolidated Statements of Stockholders’ Equity
For the period November 20, 2002 (Date of Inception) to December 31, 2008
(Stated in US Dollars) (Unaudited)
| Common Shares | Additional Paid-in Capital | Contributed Surplus | Deficit Accumulated During the Exploration Stage | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |
| Number | Amount |
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Issued for services on November 23, 2002 – at $0.0002 per share | 57,600,000 | $ 57,600 | $ (45,600) | $ - | $ - | $ - | $ 12,000 |
Issued for cash – at $0.0004 per share | 48,600,000 | 48,600 | (28,350) | - | - | - | 20,250 |
Foreign currency translation adjustment | - | - | - | - | - | (374) | (374) |
Net loss for the period ended September 30, 2003 | - | - | - | - | (47,677) | - | (47,677) |
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Balance, September 30, 2003 | 106,200,000 | 106,200 | (73,950) | - | (47,677) | (374) | (15,801) |
Issued for cash – at $0.025 per share | 181,200 | 181 | 4,349 | - | - | - | 4,530 |
Contributed services | - | - | 40,000 | - | - | - | 40,000 |
Foreign currency translation adjustment | - | - | - | - | - | (229) | (229) |
Net loss for the Period ended September 30, 2004 | - | - | - | - | (80,605) | - | (80,605) |
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Balance, September 30, 2004 | 106,381,200 | 106,381 | (29,601) | - | (128,282) | (603) | (52,105) |
Contributed services | - | - | 30,000 | - | - | - | 30,000 |
Foreign currency translation adjustment | - | - | - | - | - | (1,705) | (1,705) |
Net loss for the Period ended September 30, 2005 | - | - | - | - | (83,763) | - | (83,763) |
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Balance, September 30, 2005 | 106,381,200 | 106,381 | 399 | - | (212,045) | (2,308) | (107,573) |
SEE ACCOMPANYING NOTES
F-6
AmMex Gold Mining Corp.
(An Exploration Stage Mining Company)
Consolidated Statements of Stockholders’ Equity
For the period November 20, 2002 (Date of Inception) to December 31, 2008
(Stated in US Dollars)
(Unaudited)
| Common Shares | Additional Paid-in Capital | Contributed Surplus | Deficit Accumulated During the Exploration Stage | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |
| Number | Amount |
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Issued for services | 3,000,000 | 3,000 | 117,000 | - | - | - | 120,000 |
Shares returned to treasury | (7,297,360) | (7,298) | 7,298 | - | - | - | - |
Contributed services | - | - | 40,000 | - | - | - | 40,000 |
Foreign currency translation adjustment | - | - | - | - | - | (2,092) | (2,092) |
Net loss for the Period ended September 30, 2006 | - | - | - | - | (59,587) | - | (59,587) |
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Balance September 30, 2006 | 102,083,840 | 102,083 | 164,697 | - | (271,632) | (4,400) | (9,252) |
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Capital issued for financing | 750,000 | 750 | 1,499,250 | - | - | - | 1,500,000 |
Capital issued for services | 668,000 | 668 | 461,482 | - | - | - | 462,150 |
Capital issued on acquisition of Minera Jeronimo SA de CV | 1,455,000 | 1,455 | 2,370,195 |
| - | - | 2,371,650 |
Cancellation of shares | (62,054,000) | (62,054) | 62,054 | - | - | - | - |
Net Loss | - | - | - | - | (2,034,931) | - | (2,034,931) |
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Balance December 31, 2007 | 42,902,840 | 42,902 | 4,557,678 | - | (2,306,563) | (4,400) | 2,289,617 |
SEE ACCOMPANYING NOTES
F-7
AmMex Gold Mining Corp.
(An Exploration Stage Mining Company)
Consolidated Statements of Stockholders’ Equity
For the period November 20, 2002 (Date of Inception) to December 31, 2008
(Stated in US Dollars)
(Unaudited)
| Common Shares | Additional Paid-in Capital | Contributed Surplus | Deficit Accumulated During the Exploration Stage | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |
| Number | Amount |
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Capital issued for financing | 1,009,091 | 1,010 | 553,990 | - | - | - | 555,000 |
Capital issued for services | 6,594,289 | 6,595 | 1,492,881 | - | - | - | 1,499,476 |
Capital issued for debt | 327,272 | 327 | 179,673 | - | - | - | 180,000 |
Stock based Compensation | - | - | - | 22,625 | - | - | 22,625 |
Net Loss | - | - | - | - | (4,611,869) | - | (4,611,869) |
Balance June 30, 2008 | 50,833,492 | 50,834 | 6,784,222 | 22,625 | (6,918,432) | (4,400) | (65,151) |
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Capital issued for financing | - | - | - | - | - | - | - |
Capital issued for services | - | - | - | - | - | - | - |
Capital issued for debt | 5,973,393 | 5,972 | 203,097 | - | - | - | 209,069 |
Stock based Compensation | - | - | - | - | - | - | - |
Net Loss | - | - | - | - | (110,993) | - | (110,993) |
Balance September 30, 2008 | 56,806,885 | 56,806 | 6,987,318 | 22,625 | (7,029,425) | (4,400) | 32,925 |
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F-8
| Common Shares | Additional Paid-in Capital | Contributed Surplus | Deficit Accumulated During the Exploration Stage | Accumulated Other Comprehensive Loss | Total Stockholders’ Equity | |
| Number | Amount |
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Capital issued for financing | - | - | - | - | - | - | - |
Capital issued for services | - | - | - | - | - | - | - |
Capital issued for debt | - | - | - | - | - | - | - |
Stock based Compensation | - | - | - | - | - | - | - |
Net Loss | - | - | - | - | (62,093) | - | (62,093) |
Balance December 31, 2008 | 56,806,885 | 56,806 | 6,987,318 | 22,625 | (7,091,518) | (4,400) | (29,168) |
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The number of shares issued and outstanding has been restated to give retroactive effect for four forward stock splits, on a six for one basis, a two for one basis, a two for one basis and a two for one basis effective April 29, 2003, March 1, 2006, May 3, 2006 and May 31, 2006, respectively. The par value and additional paid in capital were adjusted in conformity with the number of shares then issued.
SEE ACCOMPANYING NOTES
F-9
Note 1
a)
Basis of Presentation
The Company, incorporated under the laws of the State of Nevada, is a natural resource company engaged in the acquisition, exploration of silver, gold and precious metal properties. The Consolidated financial statements of AmMex Gold Mining Corp. include the accounts of its wholly owned subsidiary Minera Jeronimo S.A. de C.V. In the opinion of management, these consolidated financial statements reflect all adjustments necessary to present fairly the Company’s consolidated financial position at December 31, 2008 and the consolidated results of operations and consolidated statements of cash flows for the period ended December 31, 2008 .
b)
Going Concern
These financial statements have been prepared with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below currently exist which raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
The operations of the Company have primarily been funded by the sale of common stock. Continued operations of the Company are dependent on the Company’s ability to complete additional equity financings or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings.
| December 31, 2008 | June 30 2008 |
Deficit accumulated during the exploration stage | 7,091,518 | 6,918,431 |
Working capital (deficiency) | (34,415) | (70,985) |
Note 2
Significant Accounting Policies
The consolidated financial statements are prepared by management in accordance with generally accepted accounting principles of the United States of America. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates. The principal accounting policies followed by the Company are as follows:
F-10
Note 2
Principal Accounting Policies (Continued)
Cash and cash equivalents
Cash and cash equivalents include cash and highly liquid investments with an original maturity of three months or less.
Fair Value of Financial Instruments
The fair market value of the Company’s financial instruments comprising cash, accounts receivable, and accounts payable and accrued liabilities were estimated to approximate their carrying values due to immediate or short-term maturity of these financial instruments. The Company maintains cash balances at financial institutions which at times, exceed federally insured amounts. The Company has not experienced any material losses in such accounts
Fixed Assets
Fixed Assets are capitalized at cost. Amortization is recorded on a declining balance basis at a rate between 20% and 30% per annum.
Use of Estimates
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results could differ from these estimates.
Mineral Properties
The Company has been in the exploration stage since its inception on November 20, 2002, and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. The Company expenses all costs related to the maintenance and exploration of mineral claims in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all exploration costs are being expensed. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets.” The Company assesses the carrying cost for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated lie of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
Note 2
Principal Accounting Policies (Continued)
Income Taxes
The Company records income taxes in accordance with SFAS No. 109, using the asset and liability method. Pursuant to SFAS No. 109 the company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future Period; and accordingly is offset by a valuation allowance. FIN No.48 prescribes a recognition threshold and measurement attribute for financial statement recognition ad measurement of tax positions taken into in tax returns.
To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts would have been accrued and are classified as a component of income tax expense in our Consolidated Statements of Operations. The Company elected this accounting policy, which is a continuation of our historical policy, in connection with our adoption of FIN 48.
F-11
Foreign Currency Translation
The Company’s functional currency is the United States dollar. The consolidated financial statements of the Company are translated to United States dollars in accordance with SFAS No. 52 “Foreign Currency Translation” (“SFAS No. 52). Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the consolidated balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Mexican pesos and Peruvian sols. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
The functional currency of the Company’s wholly-owned subsidiary is the Mexican peso. The financial statements of the subsidiary are translated to United States dollars in accordance with SFAS No. 52 using period-end rates of exchange for assets and liabilities, and average rates of exchange for the Period for revenues and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in current operations.
Comprehensive Income
SFAS No. 130, “Reporting Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at December 31, 2008 , the Company’s only component of comprehensive income was foreign currency translation adjustments.
Asset Retirement Obligation
The Company has adopted Statement of Financial Accounting Standards No. 143 (“SFAS 143”), “Accounting for Asset Retirement Obligations”, which requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying
Note 2
Principal Accounting Policies (Continued)
amount of the associated asset. The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognizable over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted-risk-free interest rate. To date, no material asset retirement obligation exists due to the early stage of the Company’s mineral exploration. Accordingly, no liability has been recorded.
Environmental Protection and Reclamation Costs
The operations of the Company have been, and may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company may vary form region to region and are not predictable.
Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against statements of operations as incurred or capitalized and amortized depending upon their future economic benefits. The Company does not anticipate any material capital expenditures for environmental control facilities.
Basic and Diluted Net Loss Per Share
The Company computes net income (loss) per share in accordance with SFAS No. 128, “Earnings per Share”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS give effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
F-12
Stock Issued in Exchange for Services
The valuation of the Company’s common stock issued in exchange for services is valued at an estimated fair market value as determined by officers and directors of the Company based upon trading prices of the Company’s common stock on the dates of the stock transactions. The corresponding expense of the services rendered are recognized over the period that the services are performed.
Stock Based Compensation
The Company has adopted the provisions of SFAS No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), which establishes accounting for equity instruments exchanged for employee services. Under the provisions of SFAS 123(R), stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant).
Note 3
Business Combination
By a conditional sale purchase contract dated July 25, 2006, the Company acquired 100% of Minera Jeronimo S.A. de C.V. (“Jeronimo”), a Mexican corporation, by the issuance of 1,455,000 restricted common shares at $1.63 per share for a total consideration of $2,371,650. Jeronimo has the option to acquire a 65% interest in six mining concessions located in NW Sonora, Mexico, subject to $400,000 in exploration work commitments. The acquisition was accounted for by the purchase method, however, there were no identifiable assets acquired other than the rights to six mining concessions in Mexico.
Note 4
Related Party Transactions
During the Period ended December 31, 2008 , directors received payments on account of professional fees and reimbursement of expenses in the amount of $Nil (2007: $15,500).
During the six month period ended December 31, 2008, the company issued 4,714,285 common shares with a total fair market value of $165,000 to directors and officers of the Company in settlement of accounts payable.
Note 5
Non-cash Transactions
There were no interest or income taxes paid during 2008 or 2007. During the six month Period ended December 31, 2008, the company entered into certain non-cash operating activities as follows:
a)
The Company expensed $159,064 (2007: $822,734) for common shares issued for services. The common shares had been issued prior to June 30, 2008, and this amount had been previously included in prepaid expenses as at June 30, 2008.
b)
The Company issued 5,973,393 common shares of the company at a value of $0.035 per share in settlement of accounts payable in the amount of $209,069 (Note 7).
F-13
Note 6
Fixed Assets
Cost Opening Balance | Additions During the Period | Accumulated Depreciation | Net Book Value at December 31, 2008 | Net Book Value at June 30, 2008 |
|
|
|
|
|
$ 8 ,102 | $ - | $ 2,857 | $ 5,245 | $ 5,834 |
Note 7
Share Capital
Total authorized share capital of the Company is as follows:
200,000,000 Common shares with a par value of $0.001
During the six month Period ended December 31, 2008:
a)
The Company settled accounts payable in the amount of $209,069 by issuance of 5,973,393 common shares.
Note 8
Employee Stock Option Plan
On July12, 2007, the board and shareholders approved the 2007/08 Stock Incentive & Compensation Plan thereby reserving 6,000,000 common shares for issuance to employees, directors and consultants. The significant details of the plan are as follows:
·
All employees and consultants of the company are eligible to be granted stock options;
·
May issue up to 6,000,000 common shares;
·
Options shall not be priced at less than 100% of the FMV of common stock at the date of grant;
·
Maximum life of option is 10 Periods;
·
Options are non-transferable, may only be exercised;
·
Options expire on termination of employment.
On November 29, 2007, the board granted 500,000 stock options expiring December 31, 2009 to a director of the company vesting on January 1, 2008. During the period ended December 31, 2008 all option to purchase common stock were cancelled by the board of directors.
Changes in the Company’s stock options for the Period ended December 31, 2008 are summarized below:
| Number | Weighted Avg. Exercise Price |
Balance, beginning of Period | 500,000 | $0.20 |
Cancelled | (500,000) | 0.20 |
Balance, end of period | - | $0.00 |
F-14
Note 9
Segmented Information
Segmented information has been compiled based on the geographic regions that the company has acquired mineral properties and performs its exploration activities.
Loss for the Period by geographical segment for the Period ended December 31, 2008:
|
|
|
| United States |
| Mexico |
| Total | |
Interest income |
|
| $ | 53 | $ | - | $ | 53 | |
|
|
|
|
|
|
|
|
| |
Expenses: |
|
|
|
|
|
|
|
| |
| Exploration Expenses |
|
|
| (516) |
| (10,369) |
| (10,885) |
| Geologists |
|
|
| - |
| - |
| - |
| Advertising and Promotion |
|
|
| 1,372 |
| - |
| 1,372 |
| Consulting Fees |
|
|
| - |
| - |
| - |
| Corporate Communications |
|
|
| 230 |
| - |
| 230 |
| Employment Compensation |
|
|
| - |
| - |
| - |
| Insurance |
|
|
| 10,201 |
| - |
| 10,201 |
| Amortization |
|
|
| 588 |
| - |
| 588 |
| Office and Miscellaneous |
|
|
| 443 |
| 382 |
| 825 |
| Professional Fees |
|
|
| 8,949 |
| - |
| 8,949 |
| Rent |
|
|
| 2,232 |
| - |
| 2,232 |
| Stock based Compensation |
|
|
| 159,064 |
| - |
| 159,064 |
| Travel and Lodging |
|
|
| - |
| - |
| - |
| Interest and Service charges |
|
|
| 540 |
| 21 |
| 561 |
| Write-down of Mineral Properties |
|
|
| - |
| - |
| - |
|
|
|
|
|
|
|
|
|
|
| Total Expenses |
|
|
| 183,104 |
| (9,966) |
| 173,138 |
Net loss from continuing operations |
|
| $ | 183,104 | $ | (9,966) | $ | 173,085 | |
|
|
|
|
|
|
|
|
| |
F-15
Note 11
Segmented Information (Continued)
Loss for the Period by geographical segment for the Period ended December 31, 2007:
|
|
|
| United States |
| Mexico |
| Total | |
Interest income |
|
| $ | 7,620 | $ | 108 | $ | 7,728 | |
|
|
|
|
|
|
|
|
| |
Expenses: |
|
|
|
|
|
|
|
| |
| Exploration Expenses |
|
|
| 301,689 |
| (52) |
| 301,637 |
| Geologists |
|
|
| 14,054 |
| - |
| 14,054 |
| Advertising and Promotion |
|
|
| 13,125 |
| - |
| 13,125 |
| Consulting Fees |
|
|
| 61,328 |
| - |
| 61,328 |
| Corporate Communications |
|
|
| 353,476 |
| - |
| 353,476 |
| Employment Compensation |
|
|
| 182,235 |
| - |
| 182,235 |
| Insurance |
|
|
| 24,672 |
| - |
| 24,672 |
| Amortization |
|
|
| 736 |
| - |
| 736 |
| Office and Miscellaneous |
|
|
| 5,240 |
| 32 |
| 5,272 |
| Professional Fees |
|
|
| 163,076 |
| - |
| 163,076 |
| Rent |
|
|
| 3,953 |
| - |
| 3,953 |
| Travel and Lodging |
|
|
| 3,692 |
| - |
| 3,692 |
| Interest and Service charges |
|
|
| 648 |
| - |
| 648 |
| Miscellaneous |
|
|
| (545) |
| - |
| (545) |
| Write-down of Mineral Properties |
|
|
| 2,421,650 |
| - |
| 2,421,650 |
|
|
|
|
|
|
|
|
|
|
| Total Expenses |
|
|
| 3,549,029 |
| (20) |
| 3,549,009 |
Net loss from continuing operations |
|
| $ | 3,541,409 | $ | (128) | $ | 3,541,281 | |
|
|
|
|
|
|
|
|
| |
Assets by geographical segment:
|
|
|
| United States |
| Mexico |
| Total |
|
|
| $ |
| $ |
| $ |
|
December 31, 2008 |
|
|
|
|
|
|
|
|
Mineral properties |
|
|
| - |
| - |
| - |
Equipment |
|
|
| 5,245 |
| - |
| 5,245 |
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
|
|
|
|
|
|
|
Mineral properties |
|
|
| - |
| - |
| 2,406,650 |
Equipment |
|
|
| 6,556 |
| - |
| 7,292 |
F-16
Note 12
Commitments
By a lease agreement dated July 6, 2006, the Company agreed to lease office premises for three Periods commencing August 1, 2006 for the following consideration:
2009 | $ 7,832 |
Note 13
Recent Accounting Pronouncements
Fair value measurement
In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, "Fair Value Measurement" ("SFAS 157"). The Statement provides guidance for using fair value to measure assets and liabilities. The Statement also expands disclosures about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurement on earnings.
This Statement applies under other accounting pronouncements that require or permit fair value measurements. This Statement does not expand the use of fair value measurements in any new circumstances. Under this Statement, fair value refers to the price that would sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts. SFAS 157 is effective for the Company for fair value measurements and disclosures made by the Company in its fiscal Period beginning on January 1, 2008. The Company is currently reviewing the impact of this statement.
Employers accounting for defined benefit pension and other postretirement plans
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106 and 132(R)" (SFAS 158"). SFAS 158 requires an employer that sponsors one or more single-employer defined benefit plans to (a) recognize the overfunded or underfunded status of a benefit plan in its statement of financial position, (b) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost pursuant to SFAS 87, "Employers' Accounting for Pensions", or SFAS 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", (c) measure defined benefit plan assets and obligations as of the date of the employer's fiscal Period-end, and (d) disclose in the notes to financial statements additional information about certain effects on net periodic benefit cost for the next fiscal Period that arise from delayed recognition of the gains or losses, prior service costs or credits, and transition asset or obligation. SFAS 158 is effective for the Company's fiscal Period ending December 31, 2007. The adoption of SFAS No. 158 is not expected to have a material impact on the Company's financial position, results of operations or cash flows.
F-17
Note 13
Recent Accounting Pronouncements (Continued)
The Fair Value Option for Financial Assets and Financial Liabilities
In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 is effective for the Company at the beginning of fiscal 2009. This statement permits us to choose to measure many financial instruments and certain other items at fair value. Adoption of SFAS 159 on July 1, 2008 is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
Accounting for Deferred Compensation and Post Retirement Benefit Aspects of Collateral Assignment Split Dollar Life Insurance
The Emerging Issues Task Force (EITF) reached consensus on EITF Issue No. 06-10, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements (EITF 06-10), which requires that a company recognize a liability for the postretirement benefits associated with collateral assignment split-dollar life insurance arrangements. The provisions of EITF 06-10 are effective for Meredith as of July 1, 2008, and will impact the Company in instances where the Company has contractually agreed to maintain a life insurance policy (i.e., the Company pays the premiums) for an employee in periods in which the employee is no longer providing services. Adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
Business Combinations
In December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations (SFAS 141R). SFAS 141R significantly changes the accounting for business combinations in a number of areas including the treatment of contingent consideration, preacquisition contingencies, transaction costs, in-process research and development, and restructuring costs. In addition, under SFAS 141R, changes in an acquired entity's deferred tax assets and uncertain tax positions after the measurement period will impact income tax expense. SFAS 141R is effective for fiscal Periods beginning after December 15, 2008. We will adopt SFAS 141R on July 1, 2009. This standard will change our accounting treatment for business combinations on a prospective basis.
Noncontrolling Interests in Consolidated Financial Statements
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS 160 is effective for fiscal Periods beginning after December 15, 2008. Adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
F-18
Note 13
Recent Accounting Pronouncements (Continued
Disclosures about Derivative Instruments and Hedging Activities
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161). SFAS 161 amends and expands the disclosure requirements of SFAS 133, Accounting for Derivative Instruments and Hedging Activities. It requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. This statement is effective for financial statements issued for fiscal Periods beginning after November 15, 2008. Accordingly, the Company will adopt SFAS 161 in fiscal 2010.
F-19
Item 1A.
RISK FACTORS
Except for the following risk factor, we do not believe that there have been any material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the period ended June 30, 2008.
We have authorized a 10:1 reverse stock split.
We have obtained the written consent of the holders of a majority of our issued and outstanding shares of common stock to reverse split our common stock on a 10:1 basis whereby every 10 shares of our issued and outstanding shares of common stock will be converted into one share of our common stock. While there will be no dilution as a result of this reverse stock split, we will have an increased number of authorized but unissued shares of common stock which if issued, will result in further dilution to our shareholders.
We intend to pursue new business opportunities.
We have not been successful in developing our mining operations. While we will continue to investigate these opportunities, our focus has shifted to alternative energy and we will be investigating opportunities in wind power. We have no experience in this field. There can be no assurance that we will be successful in this new business. We will also require additional capital to implement our new business plan. If we cannot secure additional financing there can be no assurance that we will be successful in launching this new business opportunity
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation
THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.
Background
Ammex Gold Mining Corp. ("Ammex” “the company” “the corporation” "we" or "us") has been an exploration stage mining company. Our activities to date have been limited to searching for deposits from which we may be able to extract precious minerals and designing a process for profitable extraction. We have conducted exploratory drilling operations on several properties. As discussed in more detail below, we were not satisfied with drilling results and have abandoned these operations. There can be no assurance that we will be able to acquire any mining concessions in the future or that commercially viable mineral deposits will exist on any property we may acquire.
Market for Gold and Silver:
The demand for gold and silver has created a bull market for both metals over the past several years. Despite a slowing worldwide economy, there also remains increased interest in holding precious metals such as gold and silver as a store of value during periods of increasing anxiety of either errant monetary policies or strained international relations.
Gold prices have generally trended upward during the last seven years, from a low of just under $260 per ounce in early 2001 to a high of $1,010 per ounce in March 2008. Silver prices have experienced similar price increases from a low of approximately $4.25 per ounce to a high of $21.00 in March 2008. From April 1, 2008 through October 31, 2008, we have witnessed significant price fluctuations in both gold and silver. In July, gold traded as high as $985 per ounce. During October 2008, we witnessed price swings between $720 and $920 per ounce. Silver witnessed similar price fluctuations during this same period with a high of $19.40 per share and a low of $8.90 per share.
2
Employees:
As of December 31, 2008 we have no employees except for our executive officers.
The AMMEX/EXMIN EXPLORATION JOINT VENTURE.
In March 2008 we entered into a joint venture agreement to acquire 7,767 hectare Concha mineral concession located in the Melchor Ocampo mining district of Zacatecas, Mexico in conjunction with EXMIN Resources Inc. We earned a 70% interest in the joint venture by spending $150,000 in exploration costs. All costs associated with the further exploration and ownership of the Property, and any costs associated with the operation of the Joint Venture will be split on a 70/30 basis with AmMex obligated to pay or reimburse for 70% of the costs and Exmin obligated to pay or reimburse for 30% of the costs. If any party should fail to reimburse or contribute their required percentage of any costs or expenses for a period of sixty days following notice of the required reimbursement, then in that event the Non Defaulting party shall have the right to reacquire the property interest upon payment of all sums otherwise due and owing from the Defaulting Party.
To date, drilling results have not been promising. Unless we secure additional financing, we will not be able to continue with our obligations under the drilling program. Moreover, Exmin has not indicated that it intends to proceed with further drilling activities at this time.
Comparison of Operating Results for the Three and Six Months ended December 31, 2008 and for the Three and Six Months ended December 31, 2007
Revenues
We are an exploratory mining company with no revenues from operations to date. All of our revenues to date represent interest income which we have earned as a result of our cash holdings. Monies are deposited in interest bearing accounts until such time as needed for drilling and general working capital purposes. Our cash holdings were generated from the sale of our securities. Our cash holdings continue to decline and as a result interest income for the three and six months ended December 31, 2008 were $13.00 and $53.00, as compared to $5,211 and $7,728 for the comparable periods in 2007. Total interest income was $12,517.
Operating Expenses
For the three and six months ended December 31, 2008 our operating expenses totaled $62,106 and $173,138 as compared to $3,225,598 and $3,549,009 in 2007. We have incurred total operating expenses since inception of $7,211,394. The primary reason for these significant declines in our operating expenses is directly attributable to a significant reduction in our exploration expenses, corporate communication fees, employment compensation and professional fees. The only area we saw a significant cost increase was in stock based compensation.
With declining cash reserves, our exploration expensed continue to decline. For the three and six months ended December 31, 2008 exploration costs were $(2,096) and $(10,885) as compared to $210,000 and $301,637 for the comparable periods in 2007. Total exploration costs since inception were $1,605,662. We have not incurred any geologist expenses in 2008 and minimal expenses attributable to geology expenses in 2007.
Officers and directors did not receive cash compensation for the three and six months ended December 31, 2008 as compared to $130,060 and $182,235 in 2007.
Due to our limited cash reserves, we have relied on stock based compensation totaling $62,739 and $159,064 in 2008. We did not incur any stock based compensation in 2007. Total stock based compensation paid since inception totaled $181,689.
Professional fees for the three and six months ended December 31, 2008 were $(309) and $8,950 as compared to $101,788 and $163,076 in 2007. Total professional fees since inception are $254,608.
3
Corporate communications have been nominal in 2008 as compared to $315,619 and $353,476 in 2007. With our reduced exploratory expenses and limited cash, we have all but eliminated these expenses.
Net Income (loss)
Our Net Loss from operations for the three and six months ended December 31, 2008 was $62,093 and $173,138 as compared to $3,235,598 and $3,549,009 in 2007. Net loss since inception totaled $7,095,917. The reason for the significant decrease in our quarterly losses is attributable to reduced exploration activities, the elimination of corporate communication fees and management’s efforts to control expenses.
Net Loss per share for the three and six months ended December 31, 2008 was $(0.01) and $(0.01) as compared to $(0.07) and $(0.08) for the comparable periods in 2007.
Until such time as we are able to determine that the mineral deposits can be extracted in a commercially reasonable manner from our current joint venture and our joint venture partner undertakes to further explore the property, we secure additional capital or, identify a new joint venture partner, of which there can be no assurance, we will continue to incur ongoing losses and minimal operations.
Liquidity and Capital Resources
Assets and Liabilities
As of December 31, 2008 we had cash totaling $3,904 and prepaid expenses of $3,161 as compared to cash totaling $82,054 and prepaid expenses totaling $170,492 as of June 30, 2008. Total current assets were $7,522 as compared to $253,030. Our fixed assets at December 31, 2008 were $5,245 as compared to $5,834. We have total assets of $12,768 as of December 31, 2008 as compared to $258,864.
Our current liabilities as of December 31, 2008 totaled $41,937 as compared to $324,015 at June 30, 2008. The reduction in our current liabilities is primarily attributable to settlement of a debt obligation for which we issued shares of our common stock.
We have a working capital deficit at December 31, 2008 (current assets less current liabilities) of $34,415 as compared to a working capital deficit of $70,985 at June 30, 2008. We will have to secure additional funding, of which there can be no assurance, in order for us to continue our mining operations.
Off-Balance Sheet Arrangements
We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
Financial Reporting Release No. 60, which was released by the Securities and Exchange Commission (the "SEC"), encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. The Company's consolidated financial statements include a summary of the significant accounting policies and methods used in the preparation of the consolidated financial statements. Management believes the following critical accounting policies affect the significant judgments and estimates used in the preparation of the financial statements.
Pre-exploration Stage Company
The Company complies with Financial Accounting Standard Board Statement No. 7 and The Securities and Exchange Commission Exchange Act Guide 7 for its characterization of the Company as pre-exploration stage.
4
Capitalization of Mineral Claim Costs
Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred until such time as reserves are proven. Costs incurred in proving and developing a property ready for production are capitalized and amortized over the life of the mineral deposit or over a shorter period if the property is shown to have an impairment in value. Expenditures for mining equipment are capitalized and depreciated over their useful life.
Foreign Currency Translation
The Company’s former subsidiary, Oasis, translated amounts from its functional currency, Canadian dollars, to the reporting currency, United States dollars, in accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 52, “Foreign Currency Translation”. At cash balance sheet date, recorded balances that are denominated in a currency other than US dollars are adjusted to reflect the current exchange rate which may give rise to a foreign currency translation adjustment accounted for as a separate component of stockholders’ deficiency and included in comprehensive loss.
Monetary assets and liabilities are translated into the reporting currency at the exchange rate in effect at the end of the year. Non-monetary assets and liabilities are translated at the exchange rate prevailing when the assets were acquired or the liabilities assumed. Revenues and expenses are translated at the rate approximating the rate of exchange on the transaction date. All exchange gains and losses are included in the determination of net income (loss) for the year.
Income Taxes
The Company uses the asset and liability method of accounting for income taxes pursuant to SFAS No. 109 “Accounting for Income Taxes”. Under the assets and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Basic Loss Per Share
The Company reports basic loss per share in accordance with SFAS No. 128, “Earnings Per Share”. Basic loss per share is computed using the weighted average number of shares outstanding during the year.
Fair Value of Financial Instruments
The carrying values of the Company’s financial instruments, consisting of amounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of such instruments. Due to related parties also approximates its fair value. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Comprehensive Loss
The Company has adopted SFAS No. 130 “Reporting Comprehensive Income”. Comprehensive loss is comprised of net loss and foreign currency translation adjustments.
New Accounting Standards
In December 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share Based Payment”, that addresses the accounting transactions in which a company exchanges its equity instruments for goods or services. SFAS No. 123R requires that such transactions be accounted for using a fair value based method. Adoption of SFAS No. 123R is effective for fiscal periods beginning after December 15, 2005.
5
Item 3.
Quantitative and Qualitative Disclosure About Market Risk
Our major commodity price risk exposure relates to the then current market value of any silver or gold reserves which we choose to exploit. A dramatic drop in the price of gold or silver would make commercial exploitation of any of our properties less likely than if prices remained at their current level.
We are also subject to currency fluctuations between the United States and Mexico. We do not plan on entering into any hedging transactions. Rather, management will continue to evaluate the market risks and address these issues should they become material to the Company’s ongoing operations.
Item 4.
Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and determined that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. The evaluation considered the procedures designed to ensure that the information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and communicated to our management as appropriate to allow timely decisions regarding required disclosure.
(b)
Changes in Internal Control over Financial Reporting
During the period covered by this Quarterly Report on Form 10-Q, there was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 13d-15(d) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(c)
Inherent Limitations of Disclosure Controls and Internal Controls over Financial Reporting
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation or effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Item 4t.
The information required by Item 4t is contained in Item 4.
PART II. OTHER INFORMATION
Item 1.
Legal Proceedings.
None.
Item 2.
Unregistered Sales of Equity Securities.
None.
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Item 3.
Defaults upon senior securities.
None
Item 4.
Submission of matters to a vote of security holders.
There were no shareholder meetings called. However, we did secure the written consent of the holders of a majority of our issued and outstanding shares of common stock for the following:
1.
Election of W. Campbell Birge, Charles W. Reed and Lucie Letellier to serve on a board of directors.
2. HLB Cinnamon Jang Willoughby & Company PA, (“HLB”)has been approved as our independent registered public accounting firm for the year ending June 30, 2009 .
3. The Company has authorized a 10:1 reverse split of the Company’s issued and outstanding shares of common stock.
4. The Company has agreed to amend its articles of incorporation to change its name to Wind Works Power Corp.
Item 5.
Other information
Item 6.
Exhibits
Exhibit No. Description
----------- -----------
31.1 Section 302 Certification of the Principal Executive Officer *
31.2 Section 302 Certification of the Principal Financial Officer *
32.1 Section 906 Certification of Principal Executive Officer *
32.2 Section 906 Certification of Principal Financial and Accounting Officer *
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AmMex Gold Mining Corp.
Date: February 20, 2009
By: /s/ W. Campbell Birge
--------------------------------
W. Campbell Birge
CEO and Director
Date: February 20, 2009
By:/s/ Lucie Letellier
---------------------------------
Chief Financial Officer
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