An alert on this company? You belong in Jail. Paid stockwhores all of you.
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AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
1
Management Discussion and Analysis and Plan of Operation
Results of Operations
Year Ended December 31, 2012 Compared to the Quarter Ended September
30, 2013.
The Company had no revenue for the Company's prior operations failed to
generate any revenues and there is no assurance that there will be any
revenues in fiscal 2013.
As there were no sales in either 2013 or 2012, the Company had no cost of
sales for those periods as well.
Operating expenses for 2012 were $13,830 as compared to $nil for the quarter
ended September 30, 2013. The Company is now focused on pursuing
precious metals mining in Mexico and others regions.
Other Expense for the year ended December 31, 2012 was $nil as compared to
Other Expense of $nil for the quarter ended September 30, 2013.
The Company's net loss for the nine months ended September 30, 2013 was
$5,874.
As a result of the foregoing, for the year ended December 31, 2012, the
Company had a loss per share of $ 0.001 as compared to a loss per share of
$0.000 for the quarter ended September 30, 2013, on a basic basis and a fully
diluted basis. No conversion of common stock equivalents has been assumed,
as such conversion would have had an anti-dilutive effect on diluted loss per
common share amounts.
Liquidity and Capital Resources
On September 30, 2013, the Company had a working capital deficit of
approximately $1,934,000. Since its inception, the Company has continued to
sustain losses. The Company's operations since inception have been funded by
the sale of common and preferred stock, and proceeds from both secured and
unsecured loans. These funds have been used for working capital and capital
expenditures and other corporate purchases. The Company has had losses of
approximately $7,242,000 since inception. The Company is seeking financing
through equity financing. There can be no assurance that the Company will be
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
2
able to obtain funding at terms acceptable to the Company. These factors
indicate that the Company may not be able to continue as a going concern.
Item 1. Recent Accounting Pronouncements
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Liabilities" ("SFAS No. 159"), which permits entities to
measure many financial instruments and certain other items at fair value that
are not currently required to be measured at fair value. An entity would report
unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The decision about whether to elect the fair value option is applied
instrument by instrument, with a few exceptions; the decision is irrevocable;
and it is applied only to entire instruments and not to portions of instruments.
The statement requires disclosures that facilitate comparisons (a) between
entities that choose different measurement attributes for similar assets and
liabilities and (b) between assets and liabilities in the financial statements of an
entity that selects different measurement attributes for similar assets and
liabilities. SFAS No. 159 is effective for financial statements issued for fiscal
years beginning after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year provided the entity also elects to apply the provisions
of SFAS No. 157. Upon implementation, an entity shall report the effect of the
first re-measurement to fair value as a cumulative-effect adjustment to the
opening balance of retained earnings. Since the provisions of SFAS No. 159 are
applied prospectively, any potential impact will depend on the instruments
selected for fair value measurement at the time of implementation. The
Company does not anticipate that the adoption of this statement will have a
material effect on its financial condition or operations.
Item 2. Off-Balance Sheet Arrangements
The Company does not maintain off-balance sheet arrangements nor does it
participate in non-exchange traded contracts requiring fair value accounting
treatment.
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
3
Item 3. Controls and Procedures
In accordance with Exchange Act Rules 13a-15 and 15d-15, the Company's
management carried out an evaluation with the participation of the
Company's Chief Executive Officer and Chief Financial Officer, its principal
executive officer and principal financial officer, respectively, of the effectiveness
of the Company's disclosure controls and procedures as of the end of the
period covered by this report. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded as of the end of the period
covered by this these financial statements that the Company's disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Company. There were no changes in the Company's
internal controls over financial reporting identified in connection with the
evaluation by the Chief Executive Officer and Chief Financial Officer that
occurred during the Company's year that have materially affected or are
reasonably likely to materially affect the Company's internal controls over
financial reporting.
Item 4. Defaults Upon Senior Securities
Not applicable
Item 5. Submission of Matters to a Vote of Security Holders
Not applicable
Item 6. Subsequent Events
Not applicable
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
4
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Due to the Company’s financial difficulties, it defaulted on a number of debt
and lease obligations. The Company has several judgments totaling
approximately $378,000 that was entered against it. The Company is currently
trying to resolve these obligations through settlements. However, there is no
assurance that The Company will be able to settle on terms favorable to us and
if The Company are unable to do so, this will have a material adverse affect on
our ability to operate properly in the future.
An agreement has been entered into to settle one of these lawsuits, bring the
Florida Office Owners (“FOO”) that obtained a judgment of $223,000 against
the Company (Stansfield Alternatives had a lease with them on office space).
FOO has agreed to accept a settlement of $100,000 to be paid over a six-week
period starting in September 2007 to end at the end of October 2007. To date
two payments of $15,000 each have been paid per the schedule set out.
On May 3, 2004, The Company received a letter from Pedro Fenando Arizpe
Carreon, a shareholder of Grupo Industrial NKS, S.A. DE C.V. ("NKS"),
addressed to Montague Securities International, Ltd., the escrow agent for the
transaction by which The Company acquired 75% of the outstanding shares of
capital stock of NKS. Mr. Carreon alleged that The Company had breached the
Purchase Agreement. The Company have denied any breach of the purchase
agreement and have advised Mr. Carreon in writing of this fact. On August 8,
2005, Biochem Solutions filed a civil complaint, in Broward County, Florida,
against Mr. Carreon and Grupo Industrial NKS alleging breach of contract and
tortuous interference with a business relationship and requested the court to
order temporary and permanent injunctive relief, declaratory judgment and
monetary damages for the alleged interferences.
In the United States District Court in the Southern District of California in San
Diego, California, denied the Company's motion for a preliminary injunction in
NorMexSteel, Inc., et al. v. Charles B. Flynn, et al., Case Number 06-CV-0814,
filed on April 2, 2006. In the order dated June 6, 2006, the District Court
reversed its tentative ruling. The District Court's Findings of Fact and
Conclusions of law Denying Plaintiffs' Motion for Preliminary Injunction (the
"Order") stated that: "Although in its tentative ruling the Court stated that it
would order that Defendants Baiaverde and Taurus place the allegedly stolen
shares in the registry of the Court pending resolution of the matter, it has
reconsidered. Upon further review, the Court finds that NorMex does not own
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
5
the stock at issue here." In the Order, the District Court denied the Plaintiffs'
requested relief.
On July 14, 2006 a notice of a pending judgment was received by the Company
from a Mark Aronson filed in Allegheny County, Pennsylvania. Apparently
Stansfield Alternatives had utilized some inappropriate marketing methods that
were drawn into question, which resulted in Aronson losing funds on his
investment. Aronson received a judgment against the company (due to nonappearance
to defend). The judgment was for $25,000.
Item 7. Change in Securities
On September 10, 2004, the holders of a majority of the Company’s
outstanding voting shares executed a written consent amending the Company's
Articles of incorporation to increase the total number of authorized shares of
the Company's Common Stock from 500,000,000 to 1,150,000,000.
As of March 15, 2005, the Company completed a transaction resulting in the
acquisition of 75% of all issued and outstanding shares of Grupo Industrial
N.K.S., S.A., de CV ("NKS") in exchange for 250,000,000 of the Company's
common restricted shares. NKS, a Mexican corporation, is the owner of a steel
mill foundry and other assets in Lazaro Cardenas, Mexico.
The Company executed an agreement with a principal shareholder to change
the payment terms of a consulting agreement from a monthly fee to 10,000,000
shares of common stock. The effect of this transaction will be to eliminate a
liability of $340,000 as of September 30, 2005 and to receive the services in the
future with no cash obligations on the Company's part.
On September 29, 2005 the Company's Board approved a 1:500 forward split
after completing a 500:1 reverse stock split on September 9, 2005 as approved
by the majority of the shareholders.
During the fourth quarter ending December 31, 2005, the Company issued
10,000,000 common shares as payment for consulting services rendered.
During the fourth quarter ending December 31, 2005, the Company cancelled
13,860 shares that were improperly issued
During the first quarter of ended June 30, 2006, the Company issued 33,585
common shares to restore the position of the fractional shareholders
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
6
subsequent to the reverse stock split undertaken during the third quarter
ended September 30, 2005.
On June 16, 2006, the Company announced that by Consent to Act in Lieu of a
meeting of the shareholders, the majority of the shareholders of record voted
and approved to unwind the share exchange with Grupo Industrial NKS SA de
CV. The 250,000,000 shares issued to NKS shareholders will be voluntarily
returned in exchange for the 75% of the NKS shares held by NorMexSteel and
the 250,000,000 NorMexSteel shares will be cancelled and returned to
treasury. In conjunction with this the shareholders approved to remove and
replace the existing board of directors; to file amendments to the articles of
Incorporation of the company that would effect a name change to BioChem
Solutions Inc. and a reverse stock split of the Company's common stock of 1 for
10,000.
On June 29, 2006, the Company's Board approved a 1 for 10,000 reverse split,
reducing the number of shares from approximately 290,659,085 to 29,066 (no
fractional shares issued). The stock split is effective as of June 30, 2006. The
voluntary cancellation and return to treasury of the 250,000,000 Common
shares of Normex, that were resultant of the Normex/NKS share exchange will
have the effect of reducing the total number of shares of Common stock issued
and outstanding from 29,066 to 4,066.
On September 28, 2006 the Company entered into an agreement with Island
Rock Investments Ltd. whereby 10 million Reg-S shares were provided for an
investment of $1,500,000.
On October 20, 2006 30,000,000 Series “C” preferred stock was authorized and
issued to Whitehall Trust for CKD Foundation to be held for the beneficial
owners to be held for the successful development of the product as mutually
agreed
On November 16, 2006 the Company issued 200,000,000 common shares in
exchange for the master license and exclusive rights to Trioxolane held by CKD
Foundation. This will increase the total number shares of Common stock
issued and outstanding from 4,066 to 200,004,066.
On November 20, 2006, the stockholders of the 30,000,000 issued and
outstanding Series C convertible preferred stock converted these shares to
30,000,000 common shares.
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
7
As of October 1, 2007 $475,000 has been received for 3,333,000 shares from
the sale of Reg-S shares by Island Rock. The term to raise the funds was to
expire on August 31, 2007, but this has been mutually agreed to be extended
to November 30, 2007 per the terms of the agreement.
On July 25, 2009, Whitehall Trust returned to the Treasury and the Company
cancelled 200,000,000 shares of its common stock, no par value that had been
outstanding in the name of Whitehall Trust. Such certificates representing
200,000,000 common shares has been returned and cancelled by the
Registrant's transfer agent on July 29, 2009. Following the cancellation of
these shares, the Company will have 3,333,000 Restricted Common Shares
and 30,006,272 Non-restricted shares issued and outstanding.
On November 17, 2009 30,000,000 shares of Series “C” preferred stock was
authorized and issued to Whitehall Trust to be held in trust to be acquired by
Sea Capital LLC and associates. Sea Capital LLC. never fulfilled the agreement
to acquire these preferred shares from Whitehall and they remain in trust.
On March 9, 2012, the Company's Board approved a 1 for 50 reverse split,
reducing the number of shares from 33,339,272 to 666,932 (this includes the
fractional shares issued). On and after October 9, 2012 a total of 80,658
shares were issued to fractional shareholders after a 1:50 reverse split.
On September 24, 2012 15,000,000 shares of Series “C” preferred stock was
converted on a 1:1 basis for common stock that was held by Whitehall Trust.
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
8
(Unaudited)
31-Dec-2012 30-Sep-2013
Assets
Current assets:
Cash $ - $ -
Prepaid expenses - -
Total current assets - -
Property and equipment, net - 287,500
Other assets:
Deposits - -
Total other assets - -
Total assets $ - $ 287,500
Liabilities and Stockholders' Deficiency
Current liabilities:
Accounts payable & Accrued Liabilities $ 1,193,292 $ 1,193,292
Due to related parties 456,799 462,673
Notes payable 278,103 565,603
Total current liabilities 1,928,194 2,221,568
Stockholders' deficiency:
Series 2001 convertible preferred stock 42,470 42,470
Series 2001A convertible preferred stock - -
Series 2001B convertible preferred stock - -
Class C preferred stock - -
Common stock 5,548,793 5,548,793
Deferred compensation (283,333) (283,333)
Accumulated deficit (7,236,124) (7,241,998)
Total stockholders' deficiency (1,928,194) (1,934,068)
Total liabilities and stockholders' deficiency $ - $ 287,500
See accompanying notes to the consolidated financial statements.
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
9
(Unaudited)
Twelve Nine
Months Months
Ended Ended
December 31 30-Sep
2012 2013
Gross revenues $ - $ -
Cost of sales - -
Gross Profit - -
Operating expenses 13,830 5,874
Other Income(expenses):
Other Income - -
Interest expense - -
Impairment of assets - -
Provision for loss on
non-cancellable leases - -
Total other (Income) expense 13,830 5,874
Net loss (13,830) (5,874)
Loss per common share:
Basic ($0.001) ($0.000)
Diluted ($0.001) ($0.000)
Weighted average common shares
outstanding:
Basic 15,666,932 15,666,932
Diluted 15,666,932 15,666,932
See accompanying notes to the consolidated financial statements.
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
10
(1) Statement of Information Furnished
The accompanying unaudited condensed consolidated financial statements as
of September 30, 2013 and for the cumulative period from March 23, 1999
(Inception) to September 30, 2013 have been prepared in accordance with
accounting principles generally accepted in the United States of America.
Accordingly, the condensed consolidated financial statements do not include all
the information and notes to the financial statements required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, the accompanying
unaudited condensed consolidated financial statements contain all
adjustments (consisting of only normal recurring adjustments) considered
necessary for a fair presentation of Amalgamated Gold & Silver Inc. financial
position, results of operations, and cash flows for the periods presented. These
results have been determined on the basis of accounting principles generally
accepted in the United States of America and applied consistently with those
used in the preparation of the Company's financial statements.
These financial statements should be read in conjunction with the September
30, 2013 financial statements and related notes included in the Company's
financial statements for the year ended December 31, 2012.
Going Concern
The accompanying condensed consolidated financial statements have been
prepared on a going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. Due
to its past financial difficulties, the Company has accumulated debt, including
judgments and accrued interest, of approximately $1,934,000 relating to its
current and former lines of business and maintains these on its balance sheet
as current liabilities. As shown in the condensed consolidated financial
statements, the Company has incurred cumulative losses of approximately
$7,242,000 during its development stage.
The Company's continuation as a going concern is uncertain and dependent
upon obtaining additional source of financing and achieving future profitable
operation, the outcome of which cannot be predicted at this time.
The condensed consolidated financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that may
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
11
result from the possible inability of the Company to continue as a going
concern.
(2) Summary of Significant Business and Accounting Policies
The accounting policies of the Company are in accordance with U.S. GAAP and
their basis of application is consistent with that of the previous year.
a) Principles of Consolidation
The consolidated financial statements include the accounts of BioChem
Solutions, Inc. and its wholly-owned subsidiary North-American
Liability Corporation. All significant inter-company accounts and
transactions have been eliminated on consolidation.
b) Revenue Recognition
The Company records revenue as earned when goods or services are
provided and when collection is reasonably assumed.
c) Equipment, net
Equipment are stated at cost. Depreciation, based on the estimated use
of the assets is provided as follows:
Furniture and equipment 3 - 5 years straight line
d) Fair Value of Financial Instruments
The estimated fair value of financial instruments has been determined
by the Company using available market information and valuation
methodologies. Considerable judgment is required in estimating fair
value. Accordingly, the estimates may not be indicative of the amounts
the Company could realize in a current market exchange. As of
December 31, 2012 and September 30, 2013 the carrying value of
financial instruments approximate their fair value due to the
short-term maturity of these instruments.
e) Use of Estimates
The preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the
amounts reported in the financial statements and related notes to
financial statements. These estimates are based on management’s best
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
12
knowledge of current events and actions the Company may undertake
in the future. Actual results may ultimately differ from those estimates.
f) Income Taxes
The Company accounts for income taxes pursuant to Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes" ("SFAS No. 109"). Deferred tax assets and liabilities are
recorded for differences between the financial statement and tax basis
of the assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates. Valuation
allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is
recorded for the amount of income tax payable or refundable for the
period, increased or decreased by the change in deferred tax assets and
liabilities during the period.
g) Impairment of Long-Lived Assets
In accordance with SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", long-lived assets to be held and used
are analyzed for impairment whenever events or changes in
circumstances indicate that the related carrying amounts may not be
recoverable. The Company evaluates at each balance sheet date
whether events and circumstances have occurred that indicate possible
impairment. If there are indications of impairment, the Company uses
future undiscounted cash flows of the related asset or asset grouping
over the remaining life in measuring whether the assets are
recoverable. In the event such cash flows are not expected to be
sufficient to recover the recorded asset values, the assets are written
down to their estimated fair value. Long-lived assets to be disposed of
are reported at the lower of the carrying amount or the fair value of the
asset less cost to sell. As of December 31, 2012 and September 30,
2013, management notes the Company has no assets at this time and
therefore impairment is not an issue.
h) Concentration of Credit Risk
SFAS No. 105, "Disclosure of Information about Financial Instruments
with Off-Balance-Sheet Risk and Financial Instruments with
Concentrations of Credit Risk'', requires disclosures of any significant
off-balance-sheet and credit risk concentration. As of December 31,
2012 and September 30, 2013 the Company had no significant
off-balance-sheet or credit risk concentrations.
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
13
i) Loss Per Share
The Company accounts for losses per share pursuant to SFAS No. 128,
"Earnings per Share", which requires disclosure on the financial
statements of "basic" and "diluted" earnings (loss) per share. Basic
earnings (loss) per share is computed by dividing net income (loss) by
the weighted average number of common shares outstanding for the
year. Diluted earnings (loss) per share is computed by dividing net
income (loss) by the weighted average number of common shares
outstanding plus potentially dilutive securities outstanding for each
year.
j) Stock-based Compensation
At December 31, 2012, the Company did not have a stock option plan.
The Company has elected to continue to follow the intrinsic value
method in accounting for its stock-based employee compensation
arrangements. The following table illustrates the effect on net income
and earnings per share if the Company had applied the fair value
recognition provisions of SFAS No. 123R, "Share-Based Payment", to
stock-based employee compensation for the years ended December 31,
2012 and September 30, 2013.
Dec.31,2012 Sept. 30, 2013
Reported net loss $ (13,830) $(5,874)
Stock-based employee
compensation included in
reported net loss - -
Stock-based employee
compensation determined
under the fair value based
method
-
Pro-forma net loss $(13,830) $(5,874)
Basic and diluted loss per share:
As reported $ (0.001) $ ( 0.000)
Pro forma $ (0.001) $ (0.000)
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
14
(2) Summary of Significant Business and Accounting Policies (cont’d)
Recent Accounting Pronouncements
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments - an amendment of FASB Statements No. 133
and 140” (“SFAS No. 155”). This statement permits fair value of remeasurement
for any hybrid financial instrument that contains an embedded
derivative that otherwise would require bifurcation; clarifies which interest-only
strips and principal-only strips are not subject to the requirements of SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities";
establishes a requirement to evaluate interests in securitized financial assets to
identify interests that are freestanding derivatives or that are hybrid financial
instruments that contain an embedded derivative requiring bifurcation;
clarifies that concentrations of credit risk in the form of subordination are not
embedded derivatives; and amended SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities, a
replacement of FASB Statement 25", to eliminate the prohibition on a
qualifying special-purpose entity from holding a derivative financial instrument
that pertains to a beneficial interest other than another derivative financial
instrument. SFAS No. 155 is effective for all financial instruments acquired,
issued, or subject to a re-measurement (new basis) event occurring after the
entity’s first fiscal year that begins after September 15, 2006. The Company is
currently reviewing the effect, if any, the proposed guidance will have on its
financial position.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140" (“SFAS No. 156”).
In a significant change to current guidance, SFAS No. 156 permits an entity to
choose either of the following subsequent measurement methods for each class
of separately recognized servicing assets and servicing liabilities: (1)
amortization method or (2) fair value measurement method. SFAS No. 156 is
effective as of the entity’s first fiscal year that begins after September 15, 2006.
The Company is currently reviewing the effect, if any; the proposed guidance
will have on its financial position.
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
15
Recent Accounting Pronouncements (cont'd)
In July 2006, FASB issued Financial Accounting Standards Interpretation No.
48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements in
accordance with SFAS No. 109. FIN 48 prescribes a recognition threshold and
measurement attributable for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
FIN 48 also provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosures and transitions. FIN 48 is
effective for fiscal years beginning after December 15, 2006. The Company is
currently reviewing the effect, if any, FIN 48 will have on its financial position.
In September 2006, the Securities and Exchange Commission (“SEC”) staff
issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements” (“SAB 108”). SAB 108 was issued to provide consistency in how
registrants quantify financial statement misstatements. The Company is
required to and will initially apply SAB 108 in connection with the preparation
of its annual financial statements for the year ending December 31, 2006. The
Company does not expect the application of SAB 108 to have a material effect
on its financial position and results of operations.
In September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements”, which is effective for calendar year companies on January 1,
2008. The statement defines fair value, establishes a framework for measuring
fair value in accordance with generally accepted accounting principles, and
expands disclosures about fair value measurements. The statement codifies the
definition of fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date. The standard clarifies the principle that
fair value should be based on the assumptions market participants would use
when pricing the asset or liability and establishes a fair value hierarchy that
prioritizes the information used to develop those assumptions. The Company is
currently assessing the potential impacts of implementing this standard.
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
Recent Accounting Pronouncements (cont'd)
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
No. 158"). SFAS No. 158 requires an employer to recognize the funded
status of a defined benefit postretirement plan as an asset or liability in
its statement of financial position and to recognize changes in that
funded status in the year in which the changes occur through
comprehensive income. The funded status of a benefit plan is defined as
the difference between the fair value of the plan assets and the plan's
benefit obligation. For a pension plan, the benefit obligation is the
projected benefit obligation and for any other postretirement benefit plan,
such as a retiree health care plan, the benefit obligation is the
accumulated postretirement benefit obligation. SFAS No. 158 requires an
employer to recognize as a component of other comprehensive income,
net of tax, the gains and losses and prior service costs or credits that
arise during the period but that are not recognized as components of net
periodic benefit costs pursuant to SFAS No. 87 “Employers’ Accounting
for Pensions”. SFAS No. 158 also requires an employer to measure the
funded status of a plan as of the date of its year-end. Additional footnote
disclosure is also required about certain effects on net periodic benefit
cost for the next year that arise from the delayed recognition of gains or
losses, prior service costs or credits, and transition asset or obligation.
Except for the year-end measurement requirement, SFAS No. 158 is
effective for the year ending December 31, 2006. The Company does not
anticipate that the adoption of this statement will have a material effect
on its financial condition or operations.
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
Recent Accounting Pronouncements (cont'd)
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Liabilities" ("SFAS No. 159"), which
permits entities to measure many financial instruments and certain
other items at fair value that are not currently required to be measured
at fair value. An entity would report unrealized gains and losses on items
for which the fair value option has been elected in earnings at each
subsequent reporting date. The objective is to improve financial reporting
by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities
differently without having to apply complex hedge accounting provisions.
The decision about whether to elect the fair value option is applied
instrument by instrument, with a few exceptions; the decision is
irrevocable; and it is applied only to entire instruments and not to
portions of instruments. The statement requires disclosures that
facilitate comparisons (a) between entities that choose different
measurement attributes for similar assets and liabilities and (b) between
assets and liabilities in the financial statements of an entity that selects
different measurement attributes for similar assets and liabilities. SFAS
No. 159 is effective for financial statements issued for fiscal years
beginning after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year provided the entity also elects to apply the
provisions of SFAS No. 157. Upon implementation, an entity shall report
the effect of the first re-measurement to fair value as a cumulative-effect
adjustment to the opening balance of retained earnings. Since the
provisions of SFAS No. 159 are applied prospectively, any potential
impact will depend on the instruments selected for fair value
measurement at the time of implementation. The Company does not
anticipate that the adoption of this statement will have a material effect
on its financial condition or operations.
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
(3) Black Power Acquisition
On July 1st. 2013, the Corporation approved and adopted the purchase
of the Black Power mine concession from Tropical II Ventures Ltd.
through its wholly owned subsidiary Reypar S.A. de C.V. in Mexico. As
per the terms of purchase Amalgamated Gold and Silver Inc. issued a
Convertible Demand Note for $287,500.00 USD bearing interest of 7.5%
per annum, payable in arrears, to Tropical II Ventures Ltd.
(4) Capital Stock
(a) Common Stock
Authorized Sep. 30, 2013
1,000,000,000 shares
Issued and outstanding
15,666,932 shares of common stock $5,548,793
(b) Preferred Stock
Authorized
150,000,000
Issued and outstanding
Series 2001 - 22,100 shares of preferred
stock $ 42,470
Series 2001A- cancelled -
Series C- converted to common -
Series C- 85,000,000 shares of preferred
stock
-
Total 72,510,100 shares of preferred stock 42,470
(5) Related Party Transactions
none
AMALGAMATED GOLD & SILVER INC.
(Formerly Balmoral FX Systems Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Statements
December 31, 2012 and September 30, 2013
(6) Notes Payable – Related Party
The amounts due to related parties include: a) an amount due to a
director of the Company in the amount of $189,562 which is unsecured,
non-interest bearing and is due on demand, b) an amount due to a
consultant of the Company in the amount of $171,847 which is
unsecured, bears interest at 10% per annum and is due on demand and
c) an amount due to a shareholder in the amount of $101,027, which is
unsecured, non-interest bearing and due on demand. d) the Company
has issued a convertible demand note to Tropical II Ventures Ltd. In the
amount of $287,500.00 bearing interest of 7.5% per annum, payable in
arrears, as stated in Note 3 above.
The advances have been made for financing, acquisitions and working
capital purposes.
(7) Stock Options
None.
8) Commitments and Contingencies
Several creditors have taken legal action against the Company due to
defaulted debt and lease obligations. The judgments total approximately
$378,000. These amounts are included in accrued liabilities as at
September 30, 2013.
9) Subsequent Transactions
None. |
