text:
(Mark One)
For the quarterly period ended July 31, 2012
¨ Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For the transition period ________ to ________
(Exact name of the registrant business issuer as specified in its charter)
Indicate by check mark whether the issuer (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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of Accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer [ ]
Accelerated Filer [ ]
Non-Accelerated Filer [ ]
Smaller 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]
As of September 13, 2012 there were 23,207,946 shares of issuers common stock outstanding.
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Item 1 Financial Statements
(An Exploration Stage Company)
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(An Exploration Stage Company)
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(An Exploration Stage Company)
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(An Exploration Stage Company)
Star Gold Corp. (the "Company") was initially incorporated as Elan Development, Inc., in the State of Nevada on December 8, 2006. The Company was originally organized to explore mineral properties in British Columbia, Canada but the Company is currently focusing on Gold properties in Nevada.
These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of July 31, 2012, the Company had $164,537 in cash, working capital of $395,626, and stockholders equity of $504,684 and accumulated deficit of $4,683,176 since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, to develop commercially viable mining reserves, and ultimately to establish profitable operations.
Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.
Basis of Presentation
The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Companys management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the three months ended July 31, 2012, are not necessarily indicative of the results that may be expected for the full year ending April 30, 2013.
For further information, refer to the financial statements and footnotes thereto in the Companys Annual Report on Form 10-K for the year ended April 30, 2012.
Use of Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management assumptions and estimates relate to asset impairments and stock option valuation. Actual results could differ from these estimates and assumptions and could have a material effect on the Companys reported financial position and results of operations.
Exploration Stage Enterprise
The Company's financial statements are prepared using the accrual method of accounting and according to "Accounting for Development Stage Enterprises," as it devotes substantially all of its efforts to acquiring and exploring mining interests that will eventually provide sufficient net profits to sustain the Company's existence. Until such interests are engaged in commercial production, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.
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(An Exploration Stage Company)
Cash and cash equivalents
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months or less when acquired to be cash equivalents.
Restricted cash
Restricted cash represents collateral for bonds held for exploration permits.
Fair Value Measures
ASC Topic 820 "Fair Value Measurements and Disclosures" ("ASC 820") requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2: Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quote prices for similar assets or liabilities in active markets; quoted prices for identical assets in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3: Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Mining Interests and Exploration Expenditures
Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mineral properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral interests are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.
Property and equipment
Property and equipment are stated at cost. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, which ranges from three to seven years. Maintenance and repairs are charged to operations as incurred. Significant improvements are capitalized and depreciated over the useful life of the assets. Gains or losses on disposition or retirement of property and equipment are recognized in operating expenses.
Reclamation and Remediation
The Company's operations are subject to standards for mine reclamation that have been established by various governmental agencies. In the period in which the Company incurs a contractual obligation for the retirement of tangible long-lived assets, the Company will record the fair value of an asset retirement obligation as a liability. A corresponding asset will also be recorded and depreciated over the life of the asset. After the initial measurement of an asset retirement obligation, the liability will be adjusted at the end of each reporting period to reflect changes in the estimated future cash flows underlying the obligation. To date, the Company has not incurred any contractual obligation requiring recording either a liability or associated asset.
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(An Exploration Stage Company)
Impaired Asset Policy
The Company periodically reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in ASC Topic 360, "Accounting for the Impairment or Disposal of Long-lived Assets". The Company determines impairment by comparing the undiscounted net future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.
Stock-based Compensation
The Company estimates the fair value of options to purchase common stock using the Black-Scholes model, which requires the input of some subjective assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (expected life), the estimated volatility of the Companys common stock price over the expected term (volatility), employee forfeiture rate, the risk-free interest rate and the dividend yield. Changes in the subjective assumptions can materially affect the estimate of fair value of stock-based compensation. Options granted have a ten year maximum term and varying vesting periods as determined by the Board. The value of common stock awards is determined based on the closing price of the Companys stock on the date of the award.
Loss Per Share
Basic Earnings Per Share ("EPS") is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible securities.
The dilutive effect of convertible and outstanding securities as of July 31, 2012 and 2011, would be as follows:
At July 31, 2012 and 2011, the effect of the Company's outstanding options and common stock equivalents would have been anti-dilutive.
Fair Value of Financial Instruments
ASC topic 825, Disclosures about Fair Value of Financial Instruments, requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation.
Income Taxes
Deferred income tax liabilities or assets at the end of each period are determined using the tax rates expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.
Certain reclassifications have been made to the 2011 financial statements in order to conform to the 2012 presentation. These reclassifications have no effect on net loss, total assets or accumulated deficit as restated.
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(An Exploration Stage Company)
The following is a summary of the Companys prepaid expenses at July 31, 2012 and April 30, 2012:
Exploration expense was prepaid at July 31, 2012 in order to satisfy certain deposit requirements by contractors for which corresponding work had not been completed by the balance sheet date. Exploration expense at April 30, 2012 was prepaid in order to satisfy required expenditure obligations for the year ended January 15, 2012 for which the corresponding work could not be completed by that date. The prepaid balance will be reduced as invoices are applied to ongoing drilling and exploration activities in the future which the Company expects to recognize as exploration expense during the remainder of its fiscal year ending April 30, 2013.
The following is a summary of the Company's equipment and mining interests at July 31, 2012 and April 30, 2012, respectively:
Excalibur Property
On April 11, 2008, the Company executed a property purchase agreement (the "Excalibur Agreement") with MinQuest, Inc. ("MinQuest") granting the Company the right to acquire 100% of the mining interests of the Nevada mineral exploration property known as the Excalibur Property. The Excalibur Property is located in Mineral County, Nevada. On June 18, 2009 the Company entered into an amending agreement to add an additional 42 claims surrounding the original 8 claims, expanding the total claims to 50 claims held.
The Company has completed an initial exploration program on the Excalibur Property, which included geological mapping, rock sampling and assaying. Based on this analysis the Company decided to move forward with the exploration of this property and drilling program. The permitting was completed in June 2010 and the drilling program commenced the week of June 20, 2010.
The Excalibur Agreement includes cash payments totaling $100,000 over five years and the issuance of 200,000 stock options based on fair market price over the same five-year period. The Company has agreed to work commitments of $275,000 over five years. Following the fifth anniversary, if commitments have been met, the Company shall receive a quitclaim for 100% interest in the property in consideration of a 3% Net Smelter Return. The Excalibur Property Option Agreement was amended on January 30, 2012 revising the payment date of the final required expenditure to August 31, 2012. The Excalibur Property Option Agreement was subsequently amended on August 13, 2012, revising the payment date on the final required expenditure to October 31, 2012. The schedule of remaining annual payments, minimum expenditures and number of stock options to be issued pursuant to the Excalibur Property agreement is as follows:
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(An Exploration Stage Company)
The Longstreet Property
On January 15, 2010, the Company signed an option agreement (the Longstreet Agreement) for the Sole Exclusive Rights to lease and obtain the option to acquire 60 unpatented mining claims totaling approximately 490 hectares known as the Longstreet Property.
The terms of the Longstreet Agreement included an initial cash payment of $20,000, issuance of 25,000 common shares and 25,000 stock options based on fair market price to MinQuest. The Longstreet Agreement terms also include cash payments totaling $250,000 over seven years and the issuance of 175,000 common shares and 175,000 stock options based on fair market price over the same seven-year period. The Company has agreed to work commitments of $3,550,000 over seven years. Following the seventh anniversary of the agreement, if commitments have been met, the Company shall receive a quitclaim deed for a 100% interest in the property in consideration of a 3% Net Smelter Return.
The Company recognized prepaid expense of $317,488 at July 31, 2012 in order to satisfy certain deposit requirements by contractors for which corresponding working which had not been completed by the balance sheet date. This will be applied to cumulative expenditure requirements for the year ending January 15, 2013.
The schedule of remaining annual payments, minimum expenditures and number of stock options to be issued pursuant to the Longstreet Agreement is as follows:
The Jet Property
On July 7, 2010 the Company acquired, pursuant to the Jet Agreement, a 100% mining interest in the Jet Property located in Nevada. The Jet Agreement calls for the Company to invest a total of $110,000 (consisting of $40,000 in direct payments and $70,000 in expenditures towards development of the project) over the next seven years. Under the Jet Agreement, MinQuest is also entitled to receive residual payments if and when the project enters into production. The Excalibur Property Option Agreement was amended on
January 30, 2012 revising the payment date of the required expenditure to August 31, 2012 for one year only. The schedule of remaining annual payments and minimum expenditures pursuant to the Jet Agreement is as follows:
The following is a summary of capitalized mineral interests as of July 31, 2012 and April 30, 2012, respectively:
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(An Exploration Stage Company)
On July 1, 2008, the Company leased office space for $1,000 per month plus a proportionate share of utilities and insurance from Marlin Property Management, LLC (Marlin) an entity owned by the spouse of the Company President. On September 1, 2011, the Company moved its offices to Coeur dAlene, Idaho and continues to lease space from Marlin at the rate of $1,500 per month. The Company believes this office space and facilities are sufficient to meet its present needs, and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to us. For the three months ended July 31, 2012 and 2011, $8,583 and $2,982, respectively, was paid to this related entity inclusive of the Companys pro-rata share of common expenses.
During the years ended April 30, 2012 and 2011, the Company entered into a series of short term promissory notes, with the spouse of the Companys then President (and current Chairman of the Board) Lindsay Gorrill, in the amount of $145,400. The notes matured October 1, November 1, December 1, 2011 and January 1, 2012 and bore interest at 12% per annum and have subsequently been extended at the payor's option for an additional six months each. Accrued interest of $5,816 was paid through issuance of 9,693 shares of common stock at $0.60 per share which approximated fair value of the shares at the date of issuance and is included in Common stock payable on the Companys balance sheet at April 30, 2012.
On or about February 17, 2012, the balance of the short term promissory notes was subsequently converted into debentures as discussed in Note 6.
On or about February 17, 2012, the Company issued $900,000 in five percent (5%) convertible debentures which were due one (1) year after their original issue date and were convertible into 9,000,000 shares of the Companys common stock at the conversion price of $.10 per share. In connection with the issuance the Company issued common stock purchase warrants convertible into 9,000,000 shares of the Companys common stock at the exercise price of $.15 per share. The warrants expire one (1) year from their original issue date.
Management recognized a debt discount of $667,571 representing the relative fair value of the detachable warrants, to be amortized over the term of the associated debt. Management determined the fair value of the detachable warrants using a Black-Scholes pricing model with the following inputs:
Management determined the embedded conversion feature in the debentures constituted a beneficial conversion feature, and recognized a debt discount of $87,029. In calculating the accounting conversion rate of the beneficial conversion feature, the intrinsic value exceeded the debt instrument itself. Therefore, the amount of discount assigned to the feature was limited to the proceeds allocated to the convertible instrument.
$145,400 of related-party short term promissory notes (Note 5) were converted into the debentures. The Company has considered the impact of ASC 470-50 Debt-Modifications and Extinguishments on the conversion of the related-party short term promissory notes and concluded that it constitutes a substantial modification and therefore should be accounted for as an extinguishment of debt. During the year ended April 30, 2012, the Company recognized a loss on extinguishment of the short term promissory notes of $1,639,575 representing the difference between the fair value of the debt and warrants and the carrying value of the original notes.
As per Note 7, on April 30, 2012, the Company elected to convert all the debentures into common shares pursuant to the terms of the agreement. Therefore, all remaining debt discount was recognized as an expense as of that date.
On June 18, 2012, the Company closed on a private placement of its securities. The placement consisted of issuing two hundred fifty thousand dollars ($250,000) in five percent (5%) convertible debentures. The debentures were due one (1) year from their original issue date and were convertible to 833,333 shares of the Companys common stock, at the conversion price of $.30 per share, at any time before maturity, solely at the option of the Company. The placement also included the issuance of warrants to the debenture
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(An Exploration Stage Company)
holders, giving the holders thereof the ability to purchase, at the exercise price of $.75 per share, one (1) share of common stock of the Company for each share of Companys common stock issuable to the holder upon conversion of the debentures issued in conjunction with the warrants. The warrants expire two (2) years from their original issue date.
Management recognized a debt discount of $119,821 representing the relative fair value of the detachable warrants, to be amortized over the term of the associated debt. Management determined the fair value of the detachable warrants using a Black-Scholes pricing model with the following inputs:
As per Note 7, on June 18, 2012, the Company elected to convert all the debentures into common shares pursuant to the terms of the agreement. Therefore, all remaining debt discount was recognized as an expense as of that date.
On April 30, 2012, the Company elected to convert all convertible debentures (Note 6) into 9,000,000 shares of the Company's common stock at the conversion price of $0.10 per share as per terms of the debenture agreement. The Company also elected to convert $22,276 of accrued interest associated with the debentures to 27,434 shares of common stock at $0.60 per share which approximated fair value of the shares at the date of conversion. On May 10, 2012, the Company issued 9,000,000 shares of common stock to various debenture holders in satisfaction of common stock payable. The Company also issued 27,434 shares of common stock for accrued interest on May 10, 2012 (Note 12).
As per terms of their respective employment agreements, the Company authorized the issuance of common stock to executives and management for accrued compensation through April 30, 2012 of $92,000 or 130,333 shares of common stock valued at $0.71 per share which is the average end of month closing price for the period in which compensation was earned.
On May 7, 2012, an individual exercised 300,000 common stock purchase warrants at $0.15 per share. As of July 31, 2012, $45,000 is included with common stock payable on the balance sheet.
On May 19, 2012, the company paid accrued interest of $5,816 with common stock payable.
On June 18, 2012, the Company exercised its option to convert the $250,000 of convertible debentures (Note 6) into 866,667 shares of common stock. On July 27, 2012, the Company issued to a debenture holder 166,667 shares of common stock in satisfaction of debt obligation. These shares were valued at $0.30 per share or $50,000 representing the conversion price per share at date of grant. As of July 31, 2012, the remaining $200,000 is included with common stock payable on the balance sheet.
On or about November 30, 2011 the Company received written consents in lieu of a special meeting of the Board and of the Shareholders authorizing the Board to undertake a 1:6 reverse split of the Company's common shares. Pursuant to the reverse split, holders of Star Gold common stock, as of November 30, 2011 (the "Record Date"), received one (1) share of Star Gold common stock in exchange for every six (6) shares of Star Gold common stock held by the shareholder on the Record Date (the "Reverse Split"). The Company's shares immediately prior to the Reverse stock split totaled 63,710,000, which were adjusted to 10,618,333 shares as a result of the Reverse Stock Split. The Reverse Stock Split became effective February 2, 2012 when the Financial Industry Regulatory Authority ("FINRA") approved the Reverse Stock Split.
The Company's common stock began trading at its post Reverse Stock Split price at the beginning of trading on February 3, 2012. Share, per share, and stock option amounts for all periods presented within this report for common stock and additional paid-in capital have been retroactively adjusted to reflect the Reverse Stock Split.
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(An Exploration Stage Company)
The following is a summary of the Companys warrants outstanding:
In consideration for mining interests on several properties (see Note 4), the Company is obligated to issue a total of 350,000 stock options based on "fair market price" which is considered to be the closing price of the Company's common stock on the grant dates. The Company has estimated the fair value of these option grants using the Black-Scholes model for the year ended April 30, 2012 with the following assumptions:
The following is a summary of the Companys options issued and outstanding in conjunction with certain mining interest agreements on several properties:
Total mining interest cost capitalized under the issuance of options was $Nil and $Nil for the three months ended July 31, 2012 and 2011, respectively. These costs are classified on the Company's balance sheets as mining interests.
Future stock option obligations under the terms of property agreements detailed in Note 4 are as follows:
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(An Exploration Stage Company)
The Company established the 2011 Stock Option/Restricted Stock Plan. The Stock Option Plan is administered by the Board of Directors and provides for the grant of stock options to eligible individual including directors, executive officers and advisors that have furnished bona fide services to the Company not related to the sale of securities in a capital-raising transaction.
On May 30, 2011 the Board of Directors authorized the grant of 326,667 options to purchase shares of common stock of the Company to various directors, officers and consultants. On March 22, 2012, the Board of Directors authorized the grant of 236,667 options to purchase shares of the Company to various directors, officers and consultants.
On June 18, 2012 the Board of Directors authorized the grant of 1,725,000 options to purchase shares of common stock of the Company to various directors, officers and consultants. The options have a strike price of $0.30 based on the closing price of the Company's common stock on the date of grant vesting over one year.
The fair value of each option award was estimated on the date of the grant using the assumptions noted in the following table:
The following is a summary of the Companys options issued and outstanding in conjunction with the Companys Stock Option Plan:
Weighted average exercise price per share.
The options were granted to employees, management and consultants by the Board of Directors and had vesting periods from immediate to three years.
The following table summarizes additional information about the Company's stock options outstanding as of July 31, 2012:
The total value of the stock option awards is expensed ratably over the vesting period of the employees receiving the awards. As of July 31, 2012, total unrecognized compensation cost related to stock-based options and awards is $625,817 and the related weighted average period over which it is expected to be recognized is approximately .80 years. There are 690,702 options vested under the Plan at July 31, 2012, and 1,564,298 unvested options as of the same date.
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(An Exploration Stage Company)
The average remaining contractual term of the options both outstanding and exercisable at July 31, 2012 was 9.73 years. No options were exercised during the three months ended July 31, 2012.
Total compensation charged against operations under the plan for employees and consultants was $193,384 and $66,863 for the three months ended July 31, 2012 and 2011, respectively. These costs are classified under management and administrative expense.
The aggregate intrinsic value of options exercisable at July 31, 2012, was $142,213 based on the Company's closing price of $0.63 per common share at July 31, 2012. The Company's current policy is to issue new shares to satisfy option exercises.
On May 10, 2012, the Company issued 9,000,000 shares of common stock to various debenture holders in satisfaction of common stock payable at April 30, 2012 as discussed in Note 7. The Company also issued 27,434 shares of common stock for accrued interest as discussed in Note 7.
On May 16, 2012, an individual exercised 250,000 share purchase warrants at $0.15 per share.
On May 25, 2012, an individual exercised 200,000 share purchase warrants at $0.15 per share.
On June 1, 2012, the Company issued 130,333 shares of common stock to executives in satisfaction of employment agreements for accrued compensation through April 30, 2012. These shares were value at $92,000 or $0.71 per share which is the average end of month closing price for the period in which compensation was earned.
On June 13, 2012, an individual exercised 30,000 share purchase warrants at $0.15 per share.
On June 18, 2012, a individual exercised 333,333 common stock purchase warrants at $0.15 per share.
On July 27, 2012, the Company issued 166,667 shares of common stock in satisfaction of common stock payable. These shares were valued at $0.30 per share or $50,000 representing the conversion price per share at date of conversion.
On August 22, 2012, common stock payable of $200,000 was paid through issuance of 666,667 shares of common stock at $0.30 per share which represented the conversion price of $0.30 per share and is included in "Common stock payable" on the Company's balance sheet at July 31, 2012.
On September 5, 2012, common stock payable of $5,816 was paid through issuance of 9,693 shares of common stock at $0.60 per share which approximated fair value of the shares at the date of issuance and is included in Common stock payable on the Companys balance sheet at July 31, 2012.
On September 5, 2012, common stock payable of $45,000 was paid through issuance of 300,000 shares of common stock at $0.15 per share and is included in Common stock payable on the Companys balance sheet at July 31, 2012.
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This quarterly report and the exhibits attached hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements concern the Companys anticipated results and developments in the Companys operations in future periods, planned exploration and development of its properties, plans related to its business and other matters that may occur in the future. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
Any statement that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always using words or phrases such as expects or does not expect, is expected, anticipates or does not anticipate, plans, estimates, or intends, or stating that certain actions, events or results may or could, would, might or will be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation:
Risks related to the Companys properties being in the exploration stage;
Risks related to the mineral operations being subject to government regulation;
Risks related to the Companys ability to obtain additional capital to develop the Companys resources, if any;
Risks related to mineral exploration and development activities;
Risks related to mineral estimates;
Risks related to the Companys insurance coverage for operating risks;
Risks related to the fluctuation of prices for precious and base metals, such as gold, silver and copper;
Risks related to the competitive industry of mineral exploration;
Risks related to the title and rights in the Companys mineral properties;
Risks related to the possible dilution of the Companys common stock from additional financing activities;
Risks related to potential conflicts of interest with the Companys management;
Risks related to the Companys shares of common stock;
This list is not exhaustive of the factors that may affect the Companys forward-looking statements. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the sections titled Risk Factors and Uncertainties, Description of Business and Managements Discussion and Analysis of this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Star Gold Corp. disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law. The Company advises readers to carefully review the reports and documents filed from time to time with the Securities and Exchange Commission (the SEC), particularly the Companys Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Star Gold Corp qualifies all forward-looking statements contained in this Quarterly Report by the foregoing cautionary statement.
Certain statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements. These statements, identified by words such as plan, anticipate, believe, estimate, should, expect, and similar expressions include the Companys expectations and objectives regarding its future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption Managements Discussion and Analysis or Plan of Operation and elsewhere in this Quarterly Report.
As used in this Quarterly Report, the terms we, us, our, Star Gold, and the Company, mean Star Gold Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.
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Managements Discussion and Analysis is intended to be read in conjunction with the Companys financial statements and the integral notes (Notes) thereto included in the Companys Annual Report on Form 10-K for the fiscal year ending April 30, 2012. The following statements may be forward-looking in nature and actual results may differ materially.
Corporate Background
The Company was originally incorporated on December 8, 2006 under the laws of the State of Nevada as Elan Development, Inc. On April 25, 2008, the name of the company was changed to Star Gold Corp. Star Gold Corp. is an exploration stage company engaged in the acquisition and exploration of precious metal deposit properties and advancing them toward production. The Company is engaged in the business of exploring, evaluating and acquiring mineral prospects with the potential for economic deposits of precious and base metals.
The Company currently owns the rights to acquire up to a 100% mining interest (covering a total of 50 unpatented claims) in a mineral property (known as the Excalibur Property) located in the State of Nevada.
The Company has completed an initial exploration program on the Excalibur Property, which included Geological Mapping, Rock Sampling and Assaying. Based on this analysis the Company has decided to move forward with the permitting of this property and associated drilling program. The permitting was completed in June 2010 and the drilling program commenced the week of June 20th, 2010. The Company anticipates additional drilling and exploration of the Excalibur Property to commence in late July 2012.
Star Gold Corp. currently leases with an option to acquire 60 unpatented mining claims (covering approximately 490 Hectares) located in the State of Nevada and known as the Longstreet Property. The Company recently completed a drilling program of 16 test holes and expects to commence additional core drilling of the Main target site in April/May 2012.
On July 7th, 2010, Star Gold Corp. acquired a 100% mineral interest in a Property located in the State of Nevada (approximately 300 kilometers northwest of Las Vegas) known as the Jet Property.
The Company has no patents, licenses, franchises or concessions which are considered by the Company to be of importance. The business is not of a seasonal nature. Since the potential products are traded in the open market, the Company has no control over the competitive conditions in the industry.
Overview of Mineral Exploration and Current Operations
Star Gold Corp. is a mineral exploration stage company with no producing mines. Mineral exploration is essentially a research activity that does not produce a product. Successful exploration often results in increased project value that can be realized through the optioning or selling of the claimed site to larger companies. As such the Company acquires properties which it believes have potential to host economic concentrations of minerals, particularly gold and silver. These acquisitions have and may take the form of unpatented mining claims on federal land, or leasing claims, or private property owned by others. An unpatented mining claim is an interest that can be acquired to the mineral rights on open lands of the federal owned public domain. Claims are staked in accordance with the Mining Law of 1872, recorded with the federal government pursuant to laws and regulations established by the Bureau of Land Management The Company intends to remain in the business of exploring for mining properties that have the potential to produce gold, silver, base metals and other commodities.
Compliance With Government Regulations
If the Company decides to continue with the acquisition and exploration of mineral properties in the State of Nevada it will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the State of Nevada and the United States Federal agencies.
United States
Mining in the State of Nevada is subject to federal, state and local law. Three types of laws are of particular importance to the Companys U.S. mineral properties: those affecting land ownership and mining rights; those regulating mining operations; and those dealing with the environment.
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Land Ownership and Mining Rights.
On Federal Lands, mining rights are governed by the General Mining Law of 1872 (General Mining Law) as amended, 30 U.S.C. §§ 21-161 (various sections), which allows the location of mining claims on certain Federal Lands upon the discovery of a valuable mineral deposit and proper compliance with claim location requirements. A valid mining claim provides the holder with the right to conduct mining operations for the removal of locatable minerals, subject to compliance with the General Mining Law and Nevada state law governing the staking and registration of mining claims, as well as compliance with various federal, state and local operating and environmental laws, regulations and ordinances. As the owner or lessee of the unpatented mining claims, the Company has the right to conduct mining operations on the lands subject to the prior procurement of required operating permits and approvals, compliance with the terms and conditions of any applicable mining lease, and compliance with applicable federal, state, and local laws, regulations and ordinances.
Mining Operations
The exploration of mining properties and development and operation of mines is governed by both federal and state laws.
The State of Nevada likewise requires various permits and approvals before mining operations can begin, although the state and federal regulatory agencies usually cooperate to minimize duplication of permitting efforts. Among other things, a detailed reclamation plan must be prepared and approved, with bonding in the amount of projected reclamation costs. The bond is used to ensure that proper reclamation takes place, and the bond will not be released until that time. The Nevada Department of Environmental Protection, which is referred to as the NDEP, is the state agency that administers the reclamation permits, mine permits and related closure plans on the Nevada property. Local jurisdictions (such as Eureka County) may also impose permitting requirements (such as conditional use permits or zoning approvals).
Environmental Law
The development, operation, closure, and reclamation of mining projects in the United States requires numerous notifications, permits, authorizations, and public agency decisions. Compliance with environmental and related laws and regulations requires us to obtain permits issued by regulatory agencies, and to file various reports and keep records of the Companys operations. Certain of these permits require periodic renewal or review of their conditions and may be subject to a public review process during which opposition to the Companys proposed operations may be encountered. The Company is currently operating under various permits for activities connected to mineral exploration, reclamation, and environmental considerations. Unless and until a mineral resource is proved, it is unlikely Star Gold Corp. operations will move beyond the exploration stage. If in the future the Company decides to proceed beyond exploration, there will be numerous notifications, permit applications, and other decisions to be addressed at that time.
Star Gold Corp. competes with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom the Company competes have greater financial and technical resources. Accordingly, competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on Star Gold Corp.s ability to finance further exploration and to achieve the financing necessary for the Company to develop its mineral properties.
The Company provides no assurance it will be able to compete in any of its business areas effectively with current or future competitors or that the competitive pressures faced by the Company will not have a material adverse effect on the business, financial condition and operating results.
Office and Other Facilities
Star Gold Corp. currently maintains its administrative offices at 611 E. Sherman Avenue, Coeur d'Alene, ID 83814. The telephone number is (208) 664-5066. In September the Company relocated its offices, from Post Falls, Idaho, but continues to rent office space, under the same terms that governed the lease of its previous office space, from Marlin Property Management, LLC (Marlin) which
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is a single member limited liability company owned by the spouse of the Company President and director, Lindsay Gorrill. This office space consists of approximately 400 square feet, and beginning on January 1, 2012 Marlin will supply this office space to the Company at a monthly rental rate of $1,500. Star Gold Corp. does not currently own any physical or real property.
The Company has no employees other than its executive officers and directors as of the date of this Quarterly Report on Form 10-Q. Star Gold Corp. conducts business largely through agreements with consultants and arms length persons.
Research and Development Expenditures
The Company has not incurred any research expenditures since incorporation.
Reports to Security Holders
The Registrant does not issue annual or quarterly reports to security holders other than the annual Form 10-K and quarterly Forms 10-Q as electronically filed with the SEC. Electronically filed reports may be accessed at www.sec.gov. Interested parties also may read and copy any materials filed with the SEC at the SECs Public Reference Room at 450 Fifth Street NW, Washington, DC 20549. Information may be obtained on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330.
The Company maintains a corporate office in Coeur d'Alene, Idaho. This is the primary administrative office for the company and is utilized by Company President Lindsay Gorrill and Chief Financial Officer Kelly Stopher.
The financial condition of the Company was positive during 2012 and the metals commodity markets were favorable for most of the year.
The Company's plan of operations for the next twelve months, subject to funding, and the availability of contractors, is as follows:
Continue the advanced exploration and pre-development program for the Longstreet Project. This work may include the following:
Initiate up to 10,000 feet of core drilling from the surface to better define the mineralization.
Continue to work with potential joint venture or capital partners to advance the project into the next phase of exploration and pre-production goals.
Primary focus of 2012 exploration activities at Longstreet will be to enhance the known and defined resource in the Main Zone, and initiate evaluation of some of the additional higher priority targets. Auger geochemistry surveys should be conducted on the possible extensions of Main to the east and west. These can be undertaken by project geologist and field technicians already required for the proposed drilling program, and will involve very little additional expense. Additional angle holes will be needed to finish upgrading the Main deposit and allow all historic vertical holes to be discarded from future resource calculations.
A 2 phase exploration program is proposed for Longstreet in 2012. Phase 1 proposed budget is $378,000, and Phase 2 proposed budget is $547,000. Primary focus of Phase 1 2012 exploration activities at Longstreet will be to enhance the known and defined resource in the Main Zone, upgrade the resource with in-fill and core drilling where needed, add some core holes in the Main Zone for resource verification, and initiate evaluation of some of the additional higher priority targets. Phase 1 proposes 10to 13 RC holes 300 foot average depth each in the Main Zone (see Figure 17A). These holes will be placed in areas where there are 'holes' in the resource and a high likelihood of adding to the Main resource. In addition, some of these holes will be placed in areas of the resource which currently rely largely on historic drilling, so that the resource may be raised to a higher level of confidence. Phase 1 will also include 4 to 5 core holes of 300-400 foot depths, also within the Main Resource zone. These core holes will also be placed in areas where they a high likelihood of enhancing the resource. Additionally the core will provide confirmation of both recent and historic RC results, and provide material more suitable for metallurgical and petrologic testing. Metallurgical testing is included in Phase 1 in order to better characterize the recovery and economic potential of the Main Zone.
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Finally, four RC holes are planned at the North target and one in the Opal Ridge target to test the down-dropped extension of the Main Resource are included in Phase 1. These will be all be angle holes, except the single hole at Opal Ridge. Phase 2 drilling, also scheduled for 2012, is contingent on results of Phase 1.
The Phase 1 drilling program has two goals:
To expand, within the areas already drilled to shallow depths (120ft) in the 1980s, by drilling to depths of 400ft and to infill drill by tighter spacing.
To expand, by going outside the Main area, to two new areas at Opal Ridge and North.
Drilling Highlights Main
Highlights of the drilling results are shown in the table below and a plan map of drill hole locations can be found on the Star Gold website www.stargoldcorp.com. The plan map can be found at www.stargoldcorp.com/news/map.pdf.
Eight (8) holes, all drilled at Main, had intercepts of greater than 100 feet true width of +0.01 oz/ton AuEq. Two (2) of those holes had approximately 300 feet thickness (LS-1202 and 1209), and three (3) others had approximately 200 feet thicknesses (LS-1203, 1206 and 1207). Results received to date are from the shallowest part of Main with mineralization nearly continuous from the surface to the footages mentioned below. The next batch of holes at Main will test the down down-dip extensions.
Some high-grade gold/silver have also been intercepted including 5 feet (true width) assaying 1.813 oz/ton gold and 1.16 oz/ton silver in drill hole LS-1205.
Opal Ridge
LS-1201 was drilled as a stratigraphic hole into the Opal Ridge target just southeast of Main. Opal Ridge is the down-faulted southeast extension of Main target. This hole was drilled vertical for 480 feet. From the surface to 60 feet, the hole contained intercepting volcanic sediments and sinter, deposited after the mineralizing event. Below 60 feet, the drill hole intercepted volcanic rocks (moderately welded muti-lithic rhyolite tuff), identical to host litholigies mineralized at the Main Target, suggesting the unaltered volcanic sediments and sinter are not as thick as had previously been expected. Also of interest, the hole was oxidized to total depth, so any mineralization found should be heap leachable. Further drilling is planned to explore for the possible faulted off portion of the Main resource.
Future Drilling Plans
The Company hopes to complete 20 or more holes in its 2012 Phase 1 program which is scheduled for completion by December of this year, contingent on drilling results, capital availability and weather. This will include the first testing of the North target located approximately 2,000 feet north of Main. While the majority of the drilling will be angled reverse circulation holes (RC) a few core holes are being drilled to twin and confirm both current and historic drill results.
All drilling samples were collected in five foot intervals, logged and securely shipped to ALS Chemex Labs, Inc. in Reno, Nevada to be analyzed, by fire assay, for gold and silver. A second sample split is kept on site for possible re-testing or future metallurgy.
At July 31, 2012, the Company had $164,537 cash on hand, and working capital deficit of $395,626. As such, the Company will require substantial additional financing in the near future in order to meet current obligations and to continue our operations. Currently, Star Gold Corp. does not have any financing arrangements in place and there are no assurances that it will be able to obtain sufficient financing on terms acceptable to the Company, if at all.
Due to the lack of operating history and present inability to generate revenues, our auditors have stated in their audit report included in our audited financial statements for the year ended April 30, 2012 that there currently exists substantial doubt about our ability to continue as a going concern.
Management believes it can source additional capital in the investment markets in the coming months and years. The Company may also consider other sources of funding, including potential mergers or farm-out a portion of its exploration properties.
The Company has closed on a private placement of its debentures and warrants. The placement consisted of issuing $250,000 in convertible debentures and warrants. The drilling program discussed above was made possible due to the proceeds from this tranche
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of the Placement. For more information on the Placement please review the Companys report on Form 8-K filed on June 19, 2012. The report is available for review at www.sec.gov.
Future liquidity and capital requirements depend on many factors including timing, cost and progress of the Company's exploration efforts. The Company will consider additional public offerings, private placement, mergers or debt instruments.
Additional financing will be required in the future to complete planned exploration projects and expand operations to the production stage. The Company is unsure whether additional financing will be available at the time needed or on acceptable terms, if at all. If the Company is unable to raise additional financing when necessary, it may have to delay exploration efforts or property acquisitions, or be forced to cease operations. Collaborative arrangements may require the Company to relinquish rights to certain of its mining claims.
The Company has earned no revenue from operations in 2012 or 2011 and does not anticipate earning any revenues in the foreseeable future. Star Gold Corp. is an exploration stage company and presently is seeking other business opportunities.
Total expenses for the three months ended July 31, 2012 of $632,748 increased $468,616 over total expenses of $164,132 for the comparable period ending July 31, 2011. The increase in total expense is primarily a result of stock option expense of $193,384 and interest expense from debt discount of $119,821 recognized during the period. Exploration and consulting expense for the three months ended July 31, 2012 was $153,724, an increase of $107,917 over the three months ended July 31, 2011 expense of $45,807. The Company undertook a drilling program on the Longstreet property which culminated on September 12, 2012.
Management and administrative expenses for the three months ended July 31, 2012 increased $211,921 to $304,260 compared to 2011 expense of $92,339, of which $126,520 of the increase is associated with stock option expense. General administrative and insurance expense increased $7,839 as a result of the Company acquiring directors liability, errors and omissions coverage. Management fees and payroll increased $60,200 for the three months ended July 31, 2012 as the Company entered into Executive Compensation agreements with its Chairman, President and Chief Financial Officer. At this time, all executive compensation is stock-based only.
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The Company expects an increase in management and consulting fees through the end of the fiscal year ending April 30, 2013 related to planning and execution of the next phase of the Longstreet drilling program.
Certain Board members are also compensated on a per diem consulting rate to verify and assess technical information provided by outside consultants.
Legal and professional fees increased $29,274 to $53,462 for the three months ended July 31, 2012 from $24,188 for the three months ended July 31, 2011. The increase is a result of legal and professional fees related to researching potential financing and capitalization options for the Company.
Investor relations expense has decreased $6,155 to $1,340 for the three months ended July 31, 2012, compared to 7,495 for the three months ended July 31, 3011. This Company did not engage an investment relations firm during the three months ended July 31, 2012. Management will engage an investor relations firm during the quarter ending October 31, 2012 and for the foreseeable future thereafter to help improve liquidity and market awareness.
Management expects an increase in legal and professional fees during the second half of the fiscal year.
The Company does not expect significant increases in operating expenses for the upcoming fiscal year. However, consulting and exploration expenses are expected to increase as the Company anticipates a significant drilling program on its Longstreet project during the remainder of calendar year 2012 and the fourth quarter of fiscal year ending April 30, 2012.
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The Company increased total assets to $863,174 at July 31, 2012 compared to $707,749 at April 30, 2012, primarily as a result of expenditures related to exploration activities on the Longstreet Property resulting in increase in prepaid exploration expense, capitalization of option payments and deposit on exploration bonds. Mining Interests (Note 3) increased from $205,499 to $311,999. Prepaid expenses increased to $338,763 due to deposits required on exploration activities at the Longstreet Property and retainer amounts paid to a legal firm assisting in capitalization activities.
At July 31, 2012, the Company has working capital of $395,626 primarily as a result of $317,488 in prepaid drilling expense.
The Company utilized $12,986 in cash from Investing Activities on certain annual lease payments on capitalized mineral assets at its Longstreet, Jet and Excalibur projects for the three months ended July 31, 2012 per the terms of Property Option Agreement described in Note 3 of the Financial Statements. The Company is in compliance with all obligations of the Property Option Agreements.
As of July 31, 2012, the Company had cash of $164,537. Since inception, the sources of the Companys financing have been through offerings of its equity securities and through debt financing. Star Gold Corp. has not attained profitable operations and its ability to pursue any future plan of operation is dependent upon our ability to obtain financing.
Star Gold Corp. anticipates continuing to rely on offerings of its debt and/or equity securities in order to continue to fund business operations. Issuances of additional equity securities will result in dilution to the Company's existing stockholders. There is no assurance that the Company will be able to complete any additional offerings of its securities or that it will be able arrange for other financing to fund its planned business activities.
Disruptions in the credit and financial markets over the past several years have had a material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. While access to capital has improved recently, these disruptions could, among other things, make it more difficult for the Company to obtain, or increase the cost of obtaining, capital and financing for operations. Access to additional capital may not be available to terms acceptable to the Company or at all.
The audit opinion and Notes that accompany the Company's financial statements for the year ended April 30, 2012, disclose a 'going concern' qualification to the Company's ability to continue in business. The financial statements for the period then ended have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements for the year ended April 30, 2012, the Company incurred losses and negative cash flows from operating activities for the year then ended, and at April 30, 2012, did not have sufficient cash reserves to cover normal operating activities for the following twelve months. These factors raise substantial doubts about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
The Company's continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, or ultimately to attain profitability. Potential sources of cash, or relief of demand for cash, include additional external debt, the sale of shares of the Company's stock or alternative methods such as mergers or sale of the Company's assets. No assurances can be given, however, that the Company will be able to obtain any of these potential sources of cash. The Company currently requires additional cash funding from outside sources to sustain existing operations and to meet current obligations and ongoing capital requirements.
The Company plans for the long term continuation as a going concern include financing future operations through sales of our common stock and/or debt and the eventual profitable exploitation of the Company's mining properties. These plans may also, at some future point, include the formation of mining joint ventures with senior mining company partners on specific mineral properties whereby the joint venture partner would provide the necessary financing in return for equity in the property.
We do not hold any derivative instruments and do not engage in any hedging activities.
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Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures
At the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Company's management, including the President, David Segelov ("President") and Chief Financial Officer, Kelly J. Stopher ("CFO"), of the effectiveness of the design and operations of the Company's disclosure controls and procedures (as defined in Rule 13a - 15(e) and Rule 15d - 15(e) under the Exchange Act). Based on that evaluation the President and the CFO have concluded that as of the end of the period covered by the report, the Company's disclosure controls and procedures were adequately designed and effective in ensuring that (i) information required to be disclosed by the Company in reports that it files or submits to the Securities and Exchange Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including the Company's President and CFO, as appropriate , to allow for accurate and timely decisions regarding required disclosures.
Changes in internal controls over financial reporting
There have been no material changes in internal controls over financial reporting during the quarter ended July 31, 2012.
Star Gold Corp. is not a party to any material legal proceedings and, to managements knowledge, no such proceedings are threatened or contemplated. No director, officer or affiliate of Star Gold Corp. and no owner of record or beneficial owner of more than 5% of our securities or any associate of any such director, officer or security holder is a party adverse to Star Gold Corp. or has a material interest adverse to Star Gold Corp. in reference to pending litigation
There have been no material changes from the risk factors as previously disclosed in our Form 10-K for the year ended April 30, 2012 which was filed with the SEC on August 9, 2012.
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. The Company is in the exploration stage and has no operations.
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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.
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Schachenmayr's Solavita is a smooth worsted weight cotton blend dyed in vibrant combinations. Three colors are woven into each strand for a stunning finished fabric that will stay bright and easy to care for. Solavita's vivacious colors will spice up your summer wardrobe in cardigans, tanks and accessories. Made in Italy.
Note: the ball band may reference "SMC" - this is the same company as Schachenmayr.
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Comments about SMC Solavita:
This yarn has such beautiful color combinations, I just can't take my eyes away from it! Three color stripes on each thread makes it fashionable, chic and attractive. This will work great on a summer crop top or scarf, or even skirt.
Bottom Line Yes, I would recommend this to a friend
great choice for summer accessories
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I have used this for knitted necklaces and for a mixed fiber necklace. The colors are stunning on the the yarn as is; I am going to try using it as a wrap on fabric beads next. IThe fact that it doesn't fray or untwist when cut makes it a great choice for many fiber crafts.
Bottom Line Yes, I would recommend this to a friend
Love the colors
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Comments about SMC Solavita:
I have only used this to crochet chunky scarves. I love it! Great colors, texture and drape. Scarves are a nice midweight that can provide warmth but are also light enough to use as fashion accessories. I always get plenty of compliments on the scarves crocheted with Solavita.
Bottom Line Yes, I would recommend this to a friend

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Alessandra ambrosio - wikipedia, the free encyclopedia, Alessandra corine ambrósio (born april 11, 1981) is a brazilian model. ambrosio is best known for her work with victoria's secret and was chosen as the first. Role models (2008) - imdb, Directed by david wain. with seann william scott, paul rudd, christopher mintz-plasse, bobb'e j. thompson. danny and wheeler, well into their 30s, lack something. Supermodel - wikipedia, the free encyclopedia, A supermodel (also spelled super-model and super model) is a highly paid fashion model who usually has a worldwide reputation and often a background in haute couture.
Models needed for macys.com advertisement2015 auditions, In search of child and adult models for macys.com advertisement shoot.. Department store casting call for models - 2014 auditions, Jcpenny is looking for models to take care in their department store ads and television.. Theoretical foundations of nursing: betty neuman (system, Books and publications neuman designed a conceptual model for nursing in 1970 in response to request from ucla graduate students who wanted a course.
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The Foodbank has a straightforward mission: to relieve hunger in the Miami Valley. To achieve this goal, the organization distributes food and other supplies to its network of 85 partner nonprofits, including food pantries, community kitchens, and shelters. The Foodbank also works with local schools through its Good-to-Go Backpack program, giving backpacks full of kid-friendly yet nutritious food to over 1,400 children at risk of experiencing hunger over the weekend, when they don't have access to free or reduced lunch at school. And at mobile farmers' markets, The Foodbank delivers fresh produce, meat, baked goods, and packaged food to communities without a local food pantry. Last year, The Foodbank distributed 7.2 million pounds of food?2.2 million pounds of which was fresh produce?to people in need.
Premier Community Health keeps locals healthy with care that ranges from flu shots to education on women's health. Comprehensive health screenings check blood pressure, cholesterol levels, and lung strength, and the center's associated breast and cervical cancer project provides free mammograms and pap tests to uninsured women in the area.
Since way back in 1977, the instructors at Shining Star Dance Studio have been illuminating the art of graceful movement. Working with students ages 2?18 at all levels of dance, classes range in style from classic ballet to contemporary hip-hop and futuristic jazz. There are also five competitive dance teams that train on-site, which are organized by age for students as young as pre-K.
Each year, Louie's Legacy Animal Rescue takes in nearly 1,000 abandoned and neglected companion animals and helps them find loving, permanent homes. Every animal it rescues receives full medical care—including spay or neutering treatments, vaccines, microchips, and deworming. Through weekend adoption events, applications, and home visits, Louie's Legacy ensures that each animal is placed with a caring and responsible family and less likely to end up back on the streets.
A performing arts academy that offers all styles of dance, baton twirling, pom and tumbling classes to students ages 18 months to adult. We also offer preschool dance and mommy and me dance classes for little ones. We have been in Celina for 16 years and offer a "family" atmosphere for the students and parents.
The Cincinnati Chamber Orchestra showcases music not commonly performed by large symphony orchestras, so each show is an uncommon musical experience. During Spring 2, the delicately constructed harmonies of Arnold Schoenberg and George Gershwin (two works each) float across Corbett Auditorium and into ears to tickle auditory nerves like pixies riding tiny ponies on eardrums. Two of the four pieces were inspired by literature. Schoenberg's Transfigured Night was inspired by a Richard Dehmel poem about a shocking confession that affects two lovers, while Gershwin's Porgy and Bess Suite is inspired by DuBose Heyward's racially charged 1925 novel about the inhabitants of the semi-fictional Catfish Row. Schoenberg's Five Pieces for Orchestra, op. 16, is an unsettling work that balances Gershwin's famous Rhapsody in Blue, which is performed by acclaimed solo pianist Michael Chertock.


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By Becky Barnes, Editor
Police seized seven ounces of heroin, over $75,000 in cash, and made three arrests Monday afternoon in Cynthiana.
Law enforcement officials say it was several months in the making and the investigation is continuing.
According to a press release from Harrison County Schools, classes are cancelled for Friday due to a rising number of reported student illnesses.
However, extracurricular activities and sporting events will go ahead as scheduled, said assistant superintendent David Case.
"After consulting with local health care professionals, it was determined students were being treated for several different ailments, including the strep throat and viral infections, which have a recovery time of several days.
Less than 24 hours after Cynthiana's Fast Max was robbed, police had a suspect in custody.
Zachary Massey, 24, Cynthiana, was arrested last Thursday morning and charged with first degree robbery.
The majority of the Harrison County Courthouse renovation is complete. County offices, beginning with the judge-executive and his staff, will begin occupying the building as early as next week, according to Judge Executive Alex Barnett.
Actual costs to renovate the courthouse exceeded the cushion figured into the original project estimate, Barnett said. The overruns involved a number of small details, such as window blinds, a refrigerator, desks and miscellaneous office equipment, that ended up being a larger figure than anticipated, he said.
By Lilly Adkins, Big Sandy News
LOUISA – A Lawrence Circuit Court jury has found a Louisa man guilty of four counts of distribution of matter portraying a sexual performance by a minor and one count of possession of matter portraying a sexual performance by a minor.
While a decision on the future of the Handy House was tabled at the Nov. 25 Cynthiana City Commission, it was by no means the end of controversial debate.
Twinkling lights, pudgy penguins and the smiles of children reaffirm that this is Christmas.
The Licking Valley Singers Community Choir is now registering new members for its 2015 spring session. LV Singers is an "all comers" non-auditioned community choir open to everyone.
Spring session begins Thursday, Jan. 22, with spring concert dates being Friday, April 24, and Sunday, April 26.
By Josh Shepherd, News writer
There has been an outpouring of local support for two Harrison County families who lost their homes to fire right at the start of the holiday season.
Copyright © 2014
The Cynthiana Democrat is your source for local news, sports, events, and information in Cynthiana, KY and the surrounding area.


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Aura Cacia, 100% Pure Essential Oil, Anise Seed, Cheering, .5 fl oz (15 ml) (Discontinued Item)
- Shipping Weight: 0.17 lbs (0.08kg)
- Product Code: AUR-91102
- UPC Code: 051381911027
- Package Quantity: .5 fl oz (15 ml)
- Dimensions: 1 x 1 x 3 in, 0.1 lbs (0.05kg)
Our Price: $11.60
Savings of: $4.51 (28% off)
In Stock: No - Discontinued
Product Overview
- Pure Aromatherapy
Origin Egypt/Spain
Aroma Licorice-like
Suggested Use
Joyful Atmosphere: 3 drops anise, 3 drops clary sage, 4 drops lemon in a lamp ring diffuser.
Instant Inspiration: Waft open bottle under nose.
Caution: If pregnant, suffering from any medical condition, or taking medication, consult a health care practitioner before use.
Dilute properly - May irritate skin
Not for internal use
Keep out of reach of children
Supplement Facts
Pimpinella anisum (anise) seed oil


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You meet three young ladies in their high school years and already, they have a plan mapped out for their future and are working hard to obtain it. They seemed to be three girls who were friends, but not really friends. But they stayed close throughout the years. They each end up finding the men in their lives and from here you start to see their lives unravel. I feel like any woman can connect with these character in some kind of way. Gladys is in relationship where she finds herself being more of who she know she is. Rhonda is a know it all who thinks she deserves everything with no moral compass. Shayla wants what she always dreamed about in a marriage. You see these girls each getting what they want. Later on in the future we see that the lives that these girls want are within their grasp.
Shayla married Titus who was all about her from day one and you see that their marriage really isn't what it seemed tobe. Titus is not treating her like a wife and he has the worst reason why.Meanwhile, Shayla is venting to Rhonda about how messed up her marriage and you would think that this woman is her best friend and should be encouraging her to fight for her marriage and she does, but in her own messed up way. Rhonda is crossing boundaries and thinking she has every right to do it but to me, I couldn't stand her. Gladys is making moves of her own when she is invited to a party clear across town and meets the one man that she let get away.
This was actually the first book and the one that I should have been reading before His Wicked Seduction. So this is how it went down in the beginning. You meet Emily Parr who is desperate to find a husband on her own so that she can get away from her uncle and the person her uncle has a debt to, Blankenship. While riding, she ends up getting kidnapped by the League of Rogues and one of them has a pretty solid reason for doing this. When Emily comes to she finds herself in a home that is not her own and realizes that she is not going anywhere. That doesn't stop her from realizing how hard this man can be and also how soft. What I loved about Godric is that he was very blunt at the same time respectful. Don't get it twisted he does want her but he's respectful enough to not let it go too far. Being held in that house does not help Emily, it actually ruins her because of the Leagues reputation.
You meet the characters in this book while they are coming out of relationships that ended horribly. Their relationships start with dating a person that is same race. Tammy is through with black men altogether and for good reason. She was the type of woman who looked past a man's demeanor and just fell in love with the man. Terrell is a genuinely nice guy who respects the gentleman's code, but when it comes to his racist girl, Tasha. He just can't win so they break up and Terrell starts to think that he could have been missing out on something on the lighter side of life. Now Penelope on the other hand is having no trouble in the relationship area because she is not in one, but you do see her reason why she loves black men and I got to say, it's very true. I wasn't even going to argue with her about that.
This book starts off with a little rule and newspaper section, but before you decide to put this book down, continue reading it gets better. You meet this guy named Lucien and he is mad stalking this young lady named Horatia. I don't know whether it's lust or love but he definitely has a thing for her, but for some reason, he can't have her. He finally gets a chance to catch up to her and right when you think he gets that chance a carriage comes straight for him causing Lucien to save Horatia's life. Him and his friend Charles decide to escort her home after the incident. You also get an explanation of why these gentleman are called the league of rogues, but there is a deeper meaning behind their bond or friendship as well. Cedric invites the league over after the incident and a reluctant Lucien ends ups going. After the dinner, you see some released tension followed by the typical man opening his mouth and saying something really stupid. Lucien knows what he did was wrong and decides to make it up to her. Charles catches wind of Lucien being up to something and rather just tell him the truth, Lucien kind of half lies just to get to defend this whole second rule amongst the league. Charles see right through him, though.


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My latest build I am sharing tonight, a collaboration of ideas from my friend and myself.
MoR build (Mantra of Retribution)
Against all bells build.
(See my skills on my monk for the latest updated build, his name is Krator he is a friendly fellow who has existed as many days as Diablo 3 itself, he is wise in his old played hours)
I focus on Mantra of retribution and taking advantage of the "black and white synergies." Diablo 2 LOD they specifically had the synergies written in green text so you knew what skills to pair however in Diablo 3 to keep the playing field diverse they make everything look the same and you have to do the math yourself, and this is what creates a differentiated player. With MoR it states you gain damage from how much damage you sustain which means build Vitality and high resistances for max dps of this Mantra, so passive is set to One With Everything, and vitality is prioritized over dexterity on gear, resist fire and lightning and resist all prioritized over everything but vitality, on top of the rest of that through a combination of your gear you need 29-35% budged crit or 35-46% preferred crit and 450-475 critical hit damage to hit the 2+mil crits consistently. .Attack speed is crucial for base dps increase so get this where you can. Make sure every piece of gear has at least 50 fire or lightning resistance and/or 70 all resistance. Skorn With near perfect crit damage is required for this build I got mine with 4.6 life leach and 300 dexterity for 10mil or so.Passive Guiding Light 35% spirit regen for use with Skorn to spam Exploding light rune from the bell.
While on high MP's like Mp7-8 you will focus on not dodging attacks but getting hit, sustaining the damage, and using MoR Against All odds rune to regen 3 spirit per hit you tank and reflect damage, barely take damage yourself then crit explode in every direction for +2mil killing everything around you. The othe passive is Chant the spirit regen passive.
After buffing 15% damage with the heal ability and hitting MoR,
In this sequence I attack: Deadly reach foresight 3xstrikes, blind, explosive light 3.8mil crit
Or with no blind ability so I can use deadly reach and FoT for better maneuverability I get constant 2+mil crits in this order: Deadly reach 3x, FoT, Explosive light
I have also tried:skillsetup heal, serenity, MoR, FoT,explosive light,dash
and: heal serenity, MoR, FoT, explosive light, blind,
They all work well depending on your style of play, I like to dash into a crowd and explode it from the center with 3mil crits all around!
Please ask questions if I left out any details.
Edited by mrpags#1151 on 3/21/2013 11:26 PM PDT
C'mon at least post up the skill set. Sometimes it is hard for us to digest the wordings, but a clear skill set link can speak more than thousand words.
In the description of the video all skills are listed, and if you click my name and go to my profile you can click on Krator and see all the gear he wears and all the skills and passives he is currently using. Inspect him!
My profile has not refreshed yet so it is showing some gear I had on earlier and Mantra of Retribution is not currently showing but it will refresh soon I expect.
Edited by mrpags#1151 on 3/22/2013 12:10 AM PDT
If you want others to really understand easily, don't take them round the circles (click on profile, click on utube, click on description) and play the guessing game.
this is the skill set I took from your profile. Looks like you have changed out the MoR to MoH.
lets take a look:
1. in your utube description, you mentioned Guiding light but the actual passive you're referring to The Guardian Path
2. you can't reflect ground effect (plague/arcane/dess/molton), so the MoR : Against all odd rune doesn't help.
3. you need enough sustain for getting hit. MoE, on the other hand, give you dodge bonus (you don't even getting hit)
4. FoT : Quickening procs more spirit than FoT: TC allows you to spam WoL, and it synergize well with Dashing Strike.
5. Why fire or lightning, and not poison/physical since you will be OwE them to the exact AR?
Edited by yuhhaur#1278 on 3/22/2013 12:20 AM PDT
http://us.battle.net/d3/en/calculator/monk#aebigX!cdU!aZcYYb my bad didn't think to use skill calc lol
with these skills setup, 49k hp 1400dex 850+ res 35+crit 475+CHD = 2mil+ crits.
Edited by mrpags#1151 on 3/22/2013 12:41 AM PDT
just try it im tellin ya it works great i never die and i do massive damage
This is your skill set, only a line instead of your 6lines description (and on earlier post, it gets wrong)
it is best to choose one resistance to have on all your gear with all your pieces because with OWE it becomes all resist
I understand this but my point is, why lightning/fire and not physical/poison/cold?
FoT teleport skill is the only left click ill use on a monk and only reason i have deadly reach in there is to get the damage buff so teleporting around regenerating spirit mad fast on high mp getting whacked by a million spiders your spirit stays full and you just spam bell over and over and keep teleporting, ill make a gameplay vid tomorrow.
because certain items like cindercoat is a build that can have over 100 fire resist with all resist 80 stacked potentially making it a very op piece of armor, and the other weapons to consider that give you lightning and fire resist such as a well rolled schaefers 2h mace they can have 200CD 16% life, 60 light res, theres always a piece of gear that makes the 150all res on a single piece possible somewhere so cindercoat and like items would be my reason.
the monk tends to deal lightning or fire damage so it would make sense to stack those resistances because future items that increase skill fire or lightning damage may also have resistances on them too like schaefers for example or cindercoat
Edited by mrpags#1151 on 3/22/2013 12:54 AM PDT
Can you please test out this:
swap out the Chant of reasonance passive and replace it with combination strike. You would gain 16% dps from your FoT & DR. the down side is you are -2 less spirit regen.
Try it and see if it gives better damages?
i've actually thought of this sort of build before, but didn't want to throw any gold into trying to experiment with it. high vit with retribution. kinda neat
In theory all your spirit regen comes from tanking and FoT so i could replace it with combo strike and still sustain enough to spam bell, i will make a gameplay vid of it in the morning.
I believe Mojo's Ninja works better ;)
gotaplanstan #1369
Posts: 7,259View profile
OP has TC on LMB.
'Nuff said.
I have seen the dodge builds but have not tried yet, I figured blizz made MoR for a reason so I wanted to see what it was and now I know, I will try the ninja build next but for now this proves to be a VERY fast mp7 farmer.
OP has TC on LMB.
what difference does it make which one you have it set on? im left handed and his build has nothing to do with my build so i think more needs to be said, go ahead and elaborate on how it makes a difference.
so is a major part of your damage output coming from mantra of retribution? in this case, wouldn't high resists and/or armour work AGAINST this? if it lowers the amount of damage you receive, then it lowers the amount of damage it reflects...??
OP has TC on LMB.
it actually makes a HUGE difference. try it out. it surprising.
that said, i spent all day today with my generators on BACKWARDS and didn't even notice for the longest time! i was blazing fisting everything and only tapping TC occasionally. d'oh! i thought there seemed to be way less cyclones than usual!. i switched skills to do ubers, then when i put them back, i put them back on wrong!
its more complicated than that, the damage you put out comes from the damage you sustain with you high res, armor, and vit through MoR, so a portion of the enemies damage is added to your total damage when you swing i am guessing, it just works try it for yourself or wait for more detailed gameplay video tomorrow.
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What is Wrongful Termination in Arizona?
An ex-employee was recently ordered to pay his former employer AUD50,000 in damages after the Federal Court (Court) held that the employee had infringed copyright and breached his employment agreement and duty of...more
A Costco employee suffered from Tourette's syndrome, and made complaints to management about the way his supervisors and others were treating him. He later filed charges with the Connecticut Human Rights Organization as well...more
Constructive dismissal is, in effect, a resignation treated as a dismissal. The employee terminates the employment contract in response to an employer's alleged breach and the Employment Tribunal then assesses the employer's...more
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In Sunrise Brokers LLP v Rodgers, the High Court decided that an employer could refuse to allow an employee to resign in breach of contract and instead hold him to the terms of his contract. This meant...more
Phoenix Business law firm Jaburg Wilk's Employment Law attorney Kraig J. Marton discusses what wrongful termination is in Arizona such as illegal discrimination, retaliation and breach of an employment contract. He also talks...more
For 20 years, the State of Arizona, its agencies and political subdivisions have held a secret weapon to thwart claims made against them for everything from breach of employment contracts to gross negligence in providing...more
In Charnetski v. United States, a federal employee sued the Government in the U.S. Court of Federal Claims for breach of contract when the Government cancelled a retirement plan that allowed the otherwise full-time employee...more
Employers: Read and understand your employment agreements with your employees, and don't assume you have contractual rights that are not spelled out in the agreements. ...more
The UK Supreme Court has provided guidance about two issues of importance for employers wishing to dismiss a UK employee:
1. What happens when an employer dismisses an employee in a manner that breaches the terms of the...more
Today the Supreme Court has handed down its widely anticipated judgment in the case of Société Générale v. Geys. The decision clarifies the powers of employers to terminate the employment of employees without giving full...more
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15 of the most often cited misuses of e-mail
TechRepublic member PenguinVitamins decided to start a discussion thread in our forums asking for community input to form a list of the most common misuses of e-mail. The response ...
In Response: Members speak out on OS reliability
In our first edition of In Response, we asked TechRepublic members to voice their opinions on operating system reliability. Here is what they had to say.


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« Staff Listing
Bruce Kelly
Senior Columnist
A former middle school and high school English teacher, Bruce Kelly started at InvestmentNews in 2000 as the brokerage reporter after a two-year stint at sister publication Pensions & Investments. He writes a bi-weekly, award winning column, On Advice, and covers the independent broker-dealer industry.
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Beginning October 20, the Golden Gate Branch will close for approximately three months for building repairs. Get more information here.
The September Lakeview Book Club selection is A Farewell to Arms by Ernest Hemingway. This great classic will take you back in time, but ever in the present with the glow of intense love. This work is considered "one of the greatest novels of the twentieth century."
Discussion is always stimulating! Join our group and share your opinions!


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A Dreadnaught Class?
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Lt. Commander
Join Date: Dec 2007
Posts: 120
# 10
Originally Posted by
I imagine you can ask a few Klingon players what it feels like to bust out the Vo'quv Dreadnaught if it makes you feel better about the situation (seriously, those things are ridiculously huge. It's not even funny. I hear reports they handle like a drunk duck in a diaper, as well).
The only Federation dreadnaught in the game, though, is the Jupiter-class that I do believe the Klingon players get on the recieving end of at least once (or I at least hope so - I've been hammered on by NUMEROUS Vo'quv before, and it sucks).
I imagine the people in Star/Assault Cruisers right now are facepalming in unison from reading this post, too, because the handling problems for any ship larger then those are going to be massively increased. Not very fun to pilot, and a lot less effective then you would imagine.
EDIT: It's a slow news day for me. >_>
Yeah. I cant imagine a federation cruiser. Being a star cruiser captain and one forced to use the Mk IV efficient engines (because they are in fact efficient and boost my stats) I hate turning. And when I fight those Vo\quv's I never see them move. They just plant them selves against a solid surface so all attacks have to be broad side and just sit there spamming 30 bazillion flying things so you cant even see them through the mess and shoot. Dont do that much damage though (power drain... without eps transer and emergency power to weapons I can broad side for about 5 seconds)


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Winter Market December 6th 10am to 3pm at the Fairgounds in the Jacklin Bldg. Last chance of the year for market cheese, eggs, meat, apples and much more. Find that perfect holiday gift from one of your favorite crafters.
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