Annual Financial Report
GMR GLOBAL MINERAL RESOURCES CORP.:
GXG FIRST QUOTE MARKET ANNOUNCEMENT - 2013 AUDITED FINANCIALS
Date: September 02, 2013
As part of its continued compliance with the GXG First Quote Market, GMR
Global Mineral Resources Corp. has prepared the following announcement, which
includes extracts from its audited financial statements as at January 31,
2013.
I hereby confirm that to the best of my knowledge, the information appearing
within this announcement is true and valid of GMR Global Mineral Resources
Corp.
Sincerely,
Avi Amar
Director
GMR Global Mineral Resources Corp.
GMR Global Mineral Resources Corp.
(An Exploration Stage Enterprise)
Financial Statements
As of and for the Years Ended
January 31, 2013 and 2012
And
Report of Independent Public Accounting Firm
GMR Global Mineral Resources Corp.
(An Exploration Stage Enterprise)
Index to Financial Statements
January 31, 2013 and 2012
Report of Independent Public Accounting Firm ..................1
Financial Statements:
Balance Sheets ................................. 2
Statements of Comprehensive Loss.............................. 3
Statements of Changes in Shareholders' Equity................. 4
Statements of Cash Flows ................................. 5
Notes to Financial Statements ................................ 6
875 N Michigan Ave Suite 3100
Chicago, IL 60611 USA (312) 752-5426 www.gregoryscottinternational.com
REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
GMR Global Mineral Resources Corp.:
Report on the Financial Statements
We have audited the financial statements of GMR Global Mineral
Resources Corp., (an exploration stage enterprise) are comprised of the
balance sheet as at January 31, 2013 and 2012, and the related statements of
comprehensive loss, changes in shareholders' equity, and cash flows for each
of the years then ended, and a summary of significant accounting policies and
other explanatory notes.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation of financial
statements that give a true and fair view in accordance with International
Financial Reporting Standards ("IFRS") and for such internal control as
management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or
error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance with
International Standards on Auditing. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to
fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity's preparation of financial statements
that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity's internal control. An audit also
includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the accompanying financial statements give a true
and fair view of the financial position of GMR Global Mineral Resources Corp.
as at January 31, 2013 and 2012, and of their financial performance and cash
flows for each of the years then ended in accordance with IFRS.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 of
the accompanying financial statements, the Company is dependent on generating
revenue and obtaining outside sources of financing for the continuation of its
operations. These factors raise substantial doubt about the Company's ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Chicago, Illinois USA March 20, 2013
Balance Sheets
As of January 31, 2013 and 2012
Assets Note 2013 2012
Non-current assets
Intangible assets - mineral rights 6 $ 4,400,000 $ 4,400,000
Other assets 3 32,000 15,000
Total non-current assets $ 4,432,000 $ 4,415,000
Current assets
Cash and cash equivalents 3 75,584 202,451
Due from affiliates 3 112,169 153,937
Total current assets $ 187,753 $ 356,388
Total assets $ 4,619,753 $ 4,771,388
Shareholders' Equity and Liabilities
Shareholders' equity
Common stock
7 $ 2,210,900 $ 2,210,900
Additional paid-in capital 7 - -
Accumulated deficit 7 (315,597) (163,962)
Total shareholders' equity $ 1,895,303 $ 2,046,938
Long-term liabilities
Common stock payable - related party $ 1,300,000 $ 1,300,000
Notes payable - related party 8 1,424,450 1,424,450
Total long-term liabilities $ 2,724,450 $ 2,724,450
Total liabilities $ 2,724,450 $ 2,724,450
Total shareholders' equity and liabilities $ 4,619,753 $ 4,771,388
Statements of Comprehensive Loss
For the Years Ended January 31, 2013 and 2012
Note 2013 2012
Revenue
Sales 3 $ - $ -
Total revenue $ - $ -
Operating expenses
Consulting 71,632 41,537
Dues and fees 20,449 12,494
Rent 17,210 10,427
Travel 8,317 6,756
General and administrative 34,027 18,451
Total operating expenses 3 $ 151,635 $ 89,665
Loss from operations $ 151,635 $ 89,665
Income tax expense 3 - -
Net loss $ 151,635 $ 89,665
Other comprehensive income 2 $ - $ -
Total comprehensive loss $ 151,635 $ 89,665
Loss per share - Basic and diluted $ 0.0075 $ 0.0044
Weighted average number of common shares
- Basic and diluted 20,200,902 20,200,902
Statements of Changes in Shareholders' Equity
For the Years Ended January 31, 2013 and 2012
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Total
Balance at February 1, 2011 20,200,902 $ 2,210,900 $ - $ (74,297) $ 2,136,603
Net loss for the year ended
January 31, 2012 - - - (89,665) (89,665)
Balance at January 31, 2012 20,200,902 $ 2,210,900 $ - $ (163,962) $ 2,046,938
Net loss for the year ended
January 31, 2013 - - - (151,635) (151,635)
Balance at January 31, 2013 20,200,902 $ 2,210,900 $ - $ (315,597) $ 1,895,303
GMR Global Mineral Resources Corp.
(An Exploration Stage Enterprise)
Statements of Cash Flows
For the Years Ended January 31, 2013 and 2012
Cash flow from operating activities 2013 2012
Net loss $ (151,635) $ (89,665)
Adjustments to reconcile net loss to net cash
used in operating activities:
Change in due from affiliates 41,768 (27,334)
Cash used in operating activities $ (109,867) $ (116,999)
Cash flow from investing activities
Increase in other asets $ (17,000) $ (15,000)
Cash used in investing activities $ (17,000) $ (15,000)
Proceeds from notes payable - related party $ - $ 324,450
Cash provided by financing activities
$ - $ 324,450
Net change in cash and cash equivalents $ $ 192,451
(126,867)
Cash and cash equivalents at beginning of the period $ 202,451 $ 10,000
Cash and cash equivalents at end of the period $ 75,584 $ 202,451
Interest paid $ - $ -
Taxes paid $ - $ -
Non-cash inve sting and financing activitie s:
Intangible asset - mineral rights $ - $ 450,000
Common stock payable - related party $ - $ 200,000
Notes payable - related party $ - $ 250,000
Cash flow from financing activities
Acquisition of mineral rights:
1. Nature of Operations
GMR Global Mineral Resources Corp. ("GMR" or "the Company"), a
Canadian company, was incorporated on April 4, 2010, in the province of
British Columbia. GMR is a resource, exploration and development company that
primarily redevelops past-producing gold and silver mining properties, with a
focus on locations that were not fully exploited due to old technology or weak
precious metal prices. By implementing modern exploration and extraction
methods, GMR's strategy is to profitably revitalize these mines. GMR is a
significant holder of mineral tenures in British Columbia, Canada, most of
which are past-producing gold or silver properties. These mineral claims are
situated in the Slocan Valley Mining District in southeastern B.C., the
Zeballos Region of Vancouver Island, and in other regions of British Columbia,
Canada. The Company is the legal and registered owner of a total of 800
hectares containing gold, and 104 hectares containing silver.
Based on the Company's business plan, it is an exploration stage
enterprise since planned principle mining operations have not yet commenced.
Accordingly, the Company has prepared its financial statements in accordance
with International Financial Reporting Standards ("IFRS") that apply to
developing enterprises. The exploration stage began on April 4, 2010, when the
Company was organized. Upon identification of commercially mineable reserves,
the Company expects to actively prepare the site for its extraction and enter
the development stage.
2. Going Concern
The preparation of financial statements in accordance with IFRS
contemplates that operations will be sustained for a reasonable period. The
Company is in the exploration stage and is dependent on generating revenue and
outside sources of financing for continuation of its operations. These
conditions raise substantial doubt about the ability of the Company to
continue as a going concern for a reasonable period.
The company plans to improve its financial condition through
raising capital and ultimately generating revenue. However, there is no
assurance that the company will be successful in accomplishing this objective.
Management believes that this plan provides an opportunity for the Company to
continue as a going concern. We cannot give any assurances regarding the
success of management's plans. Our financial statements do not include
adjustments relating to the recoverability of recorded assets or liabilities
that might be necessary should we be unable to continue as a going concern.
3. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of
these financial statements are set out below.
Basis of Preparation - The financial statements are presented in
Canadian dollars in accordance with IFRS, using the historical cost convention
except where otherwise noted. The preparation of financial statements in
conformity with IFRS requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Management
believes that the estimates are reasonable. See Note 4 - Critical Accounting
Estimates and Judgements.
Intangible Assets: Mineral Rights - Purchased intangible assets are
recorded at cost, where cost is the amount of cash or cash equivalents paid or
the fair value of other consideration given to acquire an asset at the time of
its acquisition. The cost of such an intangible asset is measured at fair
value unless the exchange transaction lacks commercial substance or the fair
value of neither the asset received nor the asset given up is reliably
measurable. If the fair value of either the asset received or the asset given
up can be measured reliably, then the fair value of the asset given up is used
to measure cost unless the fair value of the asset received is more clearly
evident.
The Company capitalizes acquisition and annual renewal costs
associated with mineral rights as intangible assets. The amount capitalized
represents fair value at the time the mineral rights are acquired. Upon
commencement of commercial production, the mineral rights will be
amortized using the unit-of-production method over their expected useful life.
Due from Affiliates - Due from affiliates represents amounts due to
the Company as reimbursement for payments made on behalf of related entities
for goods or services that have been acquired in the ordinary course of
business from suppliers.
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid investments with original
maturities of three months of less to be cash equivalents. Cash and cash
equivalents are stated at cost which approximates fair value.
Notes Payable - Borrowings are recognized initially at fair value,
net of transaction costs incurred. Borrowings are subsequently carried at
amortized cost; any difference between the proceeds (net of transaction costs)
and the redemption value is recognized in the income statement over the period
of the borrowings using the effective interest method.
Revenue and Associated Costs - The Company recognizes revenue when
persuasive evidence of an arrangement exists, services are rendered, the sales
price or fee is fixed or determinable, and collectability is reasonably
assured. Costs associated with the production of revenues are expensed as
incurred.
Impairment of Non-Financial Assets - Assets that are subject to
amortization are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognized for the amount by which the asset's carrying
amount exceeds its recoverable amount. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows, such as the mining property level.
Income Taxes - The Company follows the asset and liability method
of accounting for future income taxes. Under this method, future income tax
assets and liabilities are recorded based on temporary differences between the
carrying amount of assets and liabilities and their corresponding tax basis.
In addition, the future benefits of income tax assets including unused tax
losses, are recognized, subject to a valuation allowance to the extent that it
is more likely than not that such future benefits will ultimately be realized.
The Company has provided a 100% valuation allowance to its deferred tax assets
associated with net operating losses, resulting in no net tax impact for any
of the years presented.
Future income tax assets and liabilities are measured using enacted
tax rates and laws expected to apply when they are to be either settled or
realized. The Company does not have any significant deferred tax asset or
liabilities at January 31, 2012. The Company's effective tax rate approximates
the Federal statutory rates.
Other Comprehensive Income - Other comprehensive income represents
the change in equity of an enterprise during a period from transactions from
non-owner sources. The Company has no accounts or transactions that give rise
to other comprehensive income.
Loss Per Common Share - Basic loss per common share is calculated
by dividing the net loss by the weighted average number of common shares
outstanding during that period. Diluted loss per share is calculated by based
on the treasury stock method, by dividing loss available to common
shareholders, adjusted for the effects of dilutive convertible securities, by
the weighted average number of common shares outstanding during the period and
all additional common shares that would have been outstanding had all
potential dilutive common share been issued. This method computes the number
of additional shares by assuming all dilutive options are exercised. That the
total number of shares is then reduced by the number of common shares assumed
to be repurchased from the total of issuance proceeds, using the average
market price of the Company's common shares for the period. There were no
dilutive securities during the period presented in the accompanying financial
statements.
Segment Reporting - Operating segments are reported in a manner
consistent with the internal reporting provided to the chief operating
decision-maker. The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the steering committee that makes strategic
decisions. The Company operates in one segment described in Note 1, consisting
of its mining operations.
Future Accounting Policy Changes
In November 2009, the IASB issued IFRS 9 Financial Instruments as
the first step in its project to replace IAS
39 Financial Instruments: Recognition and Measurement. IFRS 9
retains but simplifies the mixed measurement model and establishes two primary
measurement categories for financial assets: amortized cost and fair value.
The basis of classification depends on an entity's business model and the
contractual cash flow of the financial asset. Classification is made at the
time the financial asset is initially recognized, namely when the entity
becomes a party to the contractual provisions of the instrument.
IFRS 9 amends some of the requirements of
IFRS 7 Financial Instruments: Disclosures including added
disclosures about investments in equity instruments
measured at fair value in OCI, and guidance on financial
liabilities and de-recognition of financial instruments.
In December 2011, the IASB issued an amendment that adjusted the
mandatory effective date of IFRS 9 from
January 1, 2013 to January 1, 2015. We are currently assessing the
impact of adopting IFRS 9 on our financial statements.
In May 2011, the IASB issued IFRS 10 Consolidated Financial
Statements to replace IAS 27 Consolidated and Separate Financial Statements
and SIC 12 Consolidation - Special Purpose Entities. The new consolidation
standard changes the definition of control so that the same criteria apply to
all entities, both operating and special purpose entities, to determine
control. The revised definition focuses on the need to have both power and
variable returns before control is present. IFRS 10 must be applied starting
January 1, 2013 with early adoption permitted. We are currently assessing the
impact of adopting IFRS 10 on our financial statements.
In May 2011, the IASB issued IFRS 11 Joint Arrangements to replace
IAS 31, Interests in Joint Ventures. The new standard defines two types of
arrangements: Joint Operations and Joint Ventures. Focus is on the rights and
obligations of the parties involved to reflect the joint arrangement, thereby
requiring parties to recognize the individual assets and liabilities to which
they have rights or for which they are responsible, even if the joint
arrangement operates in a separate legal entity. IFRS 11 must be applied
starting January 1, 2013 with early adoption permitted. We are currently
assessing the impact of adopting IFRS 11 on our financial statements.
In May 2011, the IASB issued IFRS 12 Disclosure of Interests in
Other Entities to create a comprehensive disclosure standard to address the
requirements for subsidiaries, joint arrangements and associates including
the reporting entity's involvement with other entities. It also
includes the requirements for unconsolidated
structured entities (i.e. special purpose entities). IFRS 12 must
be applied starting January 1, 2013 with early
adoption permitted. We are currently assessing the impact of
adopting IFRS 12 on our financial statements.
In May 2011, the IASB issued IFRS 13 Fair Value Measurement as a
single source of guidance for all fair value measurements required by IFRS to
reduce the complexity and improve consistency across its application. The
standard provides a definition of fair value and guidance on how to measure
fair value as well as a requirement for enhanced disclosures. Enhanced
disclosures about fair value are required to enable financial statement users
to understand how the fair values were derived. IFRS 13 must be applied
starting January 1,
2015 with early adoption permitted. We are currently assessing the
impact of adopting IFRS 13 on our financial statements.
In October 2011, the IASB issued IFRIC 20 Stripping Costs in the
Production Phase of a Surface Mine. IFRIC
20 provides guidance on the accounting for the costs of stripping
activity in the production phase of surface
mining when two benefits accrue to the entity from the stripping
activity: useable ore that can be used to
produce inventory and improved access to further quantities of
material that will be mined in future periods.
IFRIC 20 must be applied starting January 1, 2013 with early
adoption permitted. We are currently assessing
the impact of adopting IFRIC 20 on our financial statements.
4. Critical Accounting Estimates and Judgements
Estimates and judgements are continually evaluated and are based on
historical experience and other factors,
including expectations of future events that are believed to be
reasonable under the circumstances. The Company makes estimates and
assumptions concerning the future. The resulting accounting estimates will, by
definition, seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year
include:
Mineral Rights - Significant estimates and assumptions are required
to determine the expected useful lives for amortizing the Company's intangible
assets with finite useful lives. Estimates are also necessary in assessing
whether there is an impairment of their value requiring a write-down of their
carrying amount. In order to ensure that its assets are carried at no more
than their recoverable amount, the Company evaluates at each reporting date
certain indicators that would result, if applicable, in the calculation of an
impairment test. The recoverable amount of an asset or group of assets may
require the Company to use estimates and mainly to assess the future cash
flows expected to arise from the asset or group of assets and a suitable
discount rate in order to calculate present value. Any negative change in
relation to the operating performance or the expected future cash flows of
individual assets or group of assets will change the expected recoverable
amount of these assets or group of assets, and therefore may require a
write-down of their carrying amount.
5. Financial Risk Management Objectives and Policies
The Company has a system of controls in place to create an
acceptable balance between the cost of risks occurring and the cost of
managing the risk. Management continually monitors the Company's risk
management process to ensure that an appropriate balance between risk and
control is achieved. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Company's
activities. The Company reviews and agrees policies and procedures for the
management of these risks.
The Company is exposed to financial risks arising from its
operations and the use of financial instruments. The key financial risks
include market risk, credit risk, and liquidity risk. The following section
provides details regarding the Company's exposure to these risks and the
objectives, policies and processes for the management of these risks.
Market Risk - Market risk is the risk that changes in market
prices, such as foreign exchange rates, interest rates and equity prices, will
affect the Company's income or the value of its holdings of financial
instruments. Management believes the Company is not exposed to significant
market risk.
Credit Risk - Credit risk is the risk of loss that may arise on
outstanding financial instruments should a counterparty default on its
obligations. Credit risk arising from the inability of a customer to meet the
terms of the Company's financial instrument contracts is generally limited to
the amounts, if any, by which the customer's obligations exceed the
obligations of the Company. The Company's exposure to credit risk arises
primarily from its cash & cash equivalents and amounts due from affiliates for
which the Company minimizes credit risk by dealing with reputable
counterparties with high credit ratings and no history of default.
Liquidity Risk - Liquidity risk is the risk that the Company will
encounter difficulty in meeting financial obligations due to shortage of
funds. The Company's exposure to liquidity risk arises primarily from
mismatches of the maturities of financial assets and liabilities. The
Company's liquidity risk management policy is to monitor its net operating
cash flows and maintain an adequate level of cash and cash equivalents through
regular review of its working capital requirements. The Company monitors and
maintains a level of cash considered adequate by management to finance the
Company's operations and mitigate the effects of the fluctuations in cash
flows.
Capital Management - The primary objective of the Company's capital
management is to ensure that it maintains a strong credit rating and healthy
capital ratios in order to support its business and maximise shareholder
value. The Company manages its capital structure and makes adjustments to it,
in light of changes in economic conditions. To maintain or adjust the capital
structure, the Company may adjust the dividend payment to shareholders, return
capital to shareholders, or issue new shares. The Company has complied with
all externally imposed capital requirements as at January 31, 2013,
and no changes were made to the
Company's capital management objectives, policies or processes
during the year then ended.
6. Intangible Assets - Mineral Rights
The Company acquired mineral rights associated with the following
properties from related parties in exchange for shares of its common stock and
future cash payments. The Company utilized the fair value of its equity and
cash consideration to determine the acquisition price because proven or
probable mineral reserves have not been determined for the acquired mineral
rights.
The following table provides details on the components of each
acquisition, including the number of shares of common stock issued, the number
of shares of common stock to be issued in the future, and the future cash
payments due to the seller. The future cash payments provided in the table
below represent the payment obligations described in the purchase agreements.
However, the seller has amended the terms of the agreements to defer the
payment of future cash obligations by the Company until February 12, 2014 at a
minimum, unless adequate funding is available to the Company for the payment
after all 2013 exploration costs are taken into consideration from a
successfully completed fundraise once listed on the GXG First Quote Market. As
a result, all future cash payments due by the Company are reflected in the
balance sheet as non- current liabilities.
King Red Bushy - Enterprise
Midas Ottawa Elephant Keecha Mineral Totals
Acquisition Year 2010 2010 2010 2010 2011
Acquisition price
Common stock - Number of shares issued 15,000,000 5,000,000 - - - 20,000,000
Common stock - Number of shares payable - - 10,000,000 1,000,000 2,000,000 13,000,000
Price per share $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.10
Common stock issued and outstanding $ 1,500,000 $ 500,000 $ 2,000,000
Common stock payable $ - $ - $ 1,000,000 $ 100,000 $ 200,000 $ 1,300,000
Notes payable - related party $ - $ 100,000 $ 500,000 $ 250,000 $ 250,000 $ 1,100,000
Mineral rights at January 31,
2013 and 2012 $ 1,500,000 $ 600,000 $ 1,500,000 $ 350,000 $ 450,000 $ 4,400,000
Pursuant to these acquisitions, the Company 800 hectares containing
gold and 104 hectares containing silver.
7. Shareholders' Equity
The Company is authorized to issue an unlimited number of no-par
value shares of common stock. All shares of the Company's common stock have
equal rights and privileges with respect to voting, liquidation and dividend
rights. Each share of common stock entitles the holder thereof to one
non-cumulative vote for each share held of record on all matters submitted to
a vote of the stockholders; to participate equally and to receive any and all
such dividends as may be declared by the Board of Directors out of funds
legally available therefore; and to participate pro rata in any distribution
of assets available for distribution upon liquidation.
Stockholders have no pre-emptive rights to acquire additional
shares of common stock or any other securities. Common shares are not subject
to redemption and carry no subscription or conversion rights. All outstanding
shares of common stock are fully paid and non-assessable.
8. Notes Payable - Related Party
During the year ended January 31, 2012, the Company issued various
interest free notes payable to
shareholders with no stated repayment dates. The Company plans to settle the
notes with proceeds received from future stock offerings.
9. Commitments and Contingencies
The Company has contingent liabilities in respect of legal claims
arising in the ordinary course of business. It is not anticipated that any
material liabilities will arise from the contingent liabilities Management is
not aware of any asserted or un-asserted legal claims against the Company at
January 31, 2013.
10. Subsequent Events
No events occurred subsequent to January 31, 2013 that would require
adjustment to the accompanying financial statements or footnotes.
11. Approval of Financial Statements
The accompanying financial statements were approved by the board of
directors and authorized for issue on
March 20, 2013.