GAMING REALMS PLC — Annual Report 2014

Mar 28, 2014

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GMR Global Mineral Resources Corp - Annual Financial Report

PR Newswire

London, March 28

GMR GLOBAL MINERAL RESOURCES CORP.:GXG FIRST QUOTE MARKET ANNOUNCEMENT - 2014 AUDITED FINANCIALSDate: March 28, 2014As part of its continued compliance with the GXG First Quote Market, GMRGlobal Mineral Resources Corp. has prepared the following announcement, whichincludes extracts from its audited financial statements as at January 31, 2014.I hereby confirm that to the best of my knowledge, the information appearingwithin this announcement is true and valid of GMR Global Mineral Resources Corp.Sincerely,Avi AmarDirectorGMR Global Mineral Resources Corp. GMR Global Mineral Resources Corp. (An Exploration Stage Enterprise) Financial Statements As of and for the Years Ended January 31, 2014 and 2103 And Report of Independent Public Accounting Firm GMR Global Mineral Resources Corp. (An Exploration Stage Enterprise) Index to Financial Statements January 31, 2014 and 2103Report of Independent Public Accounting Firm ……………………… …… 1Financial Statements: Statement of Financial Position …………….……… ……… 2 Statement of Profit or Loss and Other Comprehensive Income …………….………… .…… 3 Statement of Changes in Shareholders' Equity ………………….……… … 4 Statement of Cash Flows ………………….… ……… 5 Notes to Financial Statements ……………….…… ……… 6875 N Michigan Ave Suite 3100Chicago, IL 60611 USA (312) 752-5426www.gregoryscottinternational.com REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofGMR Global Mineral Resources Corp.:Report on the Financial StatementsWe have audited the financial statements of GMR Global Mineral Resources Corp.,(an exploration stage enterprise) which are comprised of the statement offinancial position as at January 31, 2014 and 2103, and the related statementsof profit or loss and other comprehensive income, changes in shareholders'equity, and cash flows for each of the years then ended, and a summary ofsignificant accounting policies and other explanatory notes.Management's Responsibility for the Financial StatementsManagement is responsible for the preparation of financial statements that givea true and fair view in accordance with International Financial ReportingStandards ("IFRS") and for such internal control as management determines isnecessary to enable the preparation of financial statements that are free frommaterial misstatement, whether due to fraud or error.Auditor's ResponsibilityOur responsibility is to express an opinion on these financial statements basedon our audit. We conducted our audit in accordance with International Standardson Auditing. Those standards require that we comply with ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the financial statements. The procedures selecteddepend on the auditor's judgment, including the assessment of the risks ofmaterial misstatement of the financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal controlrelevant to the entity's preparation of financial statements that give a trueand fair view in order to design audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on theeffectiveness of the entity's internal control. An audit also includesevaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by management, as well asevaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion.OpinionIn our opinion, the accompanying financial statements give a true and fair viewof the financial position of GMR Global Mineral Resources Corp. as at January31, 2014 and 2103, and of their financial performance and cash flows for eachof the years then ended in accordance with IFRS.The accompanying financial statements have been prepared assuming that theCompany will continue as a going concern. As discussed in Note 2 of theaccompanying financial statements, the Company is dependent on generatingrevenue and obtaining outside sources of financing for the continuation of itsoperations. These factors raise substantial doubt about the Company's abilityto continue as a going concern. The financial statements do not include anyadjustments that might result from the outcome of this uncertainty.Gregory ScottChicago, Illinois USAMarch 28, 2014 Page | 1Statement of Financial PositionAs of January 31, 2014 and 2103 January 31, Assets Note 2014 2013Non current assetsIntangible assets - mineral rights 6 4,400,000 $ 4,400,000Investments 3 32,000 32,000Furniture and fixtures 3 2,868 -Total non current assets $4,434,868 $ 4,432,000Current assetsCash 3 60,015 75,584Due from affiliates 3 - 112,169Total current assets $ 60,015 $ 187,753Total assets $ 4,494,883 $ 4,619,753Shareholders' Equity & LiabilitiesShareholders' equityShare capital 7 $ 4,610,900 $ 2,210,900Accumulated deficit 7 (379,809) (315,597)Total shareholders' equity $ 4,231,091 $ 1,895,303Current liabilitiesCommon stock payable - related parties 7 - 1,300,000Notes payable - related parties 7 - 1,100,000Due to affiliates 8 255,716 324,450Accounts payable 3 8,076 -Total current liabilities $ 263,792 $ 2,724,450Total liabilities $ 263,792 $ 2,724,450Total shareholders' equity and liabilities $ 4,494,883 $ 4,619,753 Statement of Profit or Loss and Other Comprehe nsive Income For the Years Ended January 31, 2014 and 2103 Year Ended January 31, Note 2014 2013Revenue 3 $ - $ -Operating Expenses $ (3,567) $ (71,632)ConsultingDues and fees (34,789) (20,449)General and administrative (17,736) (34,027)Rent (7,992) (17,210)Travel (128) (8,317)Total expenses 3 $ (64,212) $ (151,635)Income taxes 3 $ - $ -Net loss $ (64,212) $ (151,635)Other comprehensive income 3 $ - $ -Total comprehensive loss $ (64,212) $ (151,635)Loss per share 3 $ (0.0015) $ (0.0075)Loss per common share - basic and dilutedWeighted average common shares 3 44,200,902 20,200,902outstanding - basic and dilutedStatement of Changes in Shareholders' EquityFor the Years Ended January 31, 2014 and 2103 Share Capital Accumulated Note Shares Amount Deficit TotalBalance at February 1, 2012 20,200,902 $ 2,210,900 $ (163,962) $ 2,046,938Net loss for the yearended January 31, 2013 7 - - (151,635) (151,635)Balance at January 31, 2013 20,200,902 $ 2,210,900 $ (315,597) $ 1,895,303Common stock issued formineral rights 7 13,000,000 1,300,000 - 1,300,000Common stock issued fornotes payable 7 11,000,000 1,100,000 - 1,100,000Net loss for the yearended January 31, 2014 7 - - (64,212) (64,212)Balance at January 31, 2014 44,200,902 $ 4,610,900 $ (379,809) $ 4,231,091 GMR Global Mineral Resources Corp. (An Exploration Stage Enterprise) Statement of Cash Flows For the Years Ended January 31, 2014 and 2103 Year Ended January 31,Cash flow from operating activitie s: 2014 2013Net loss $ (64,212) $ (151,635)Adjustments to reconcile net lossto cash used in operating activities:Decrease in due from affiliates 112,169 41,768Decrease in due to affiliates (68,734)Increase in accounts payable 8,076 -Net used in operating activities $ (12,701) $ (109,867)Cash flow from investing activities:Purchase of investments $ - $ (17,000)Purchase of furniture and fixtures (2,868) -Cash used in investin g activities $ (2,868) $ (17,000)Cash flow from financin g activitie s: $ - $ -Net change in cash and cash equivalents $ (15,569) $ (126,867)Cash and cash equivalents at beginning of the 75,584 202,451periodCash and cash equivalents at end of the period $ 60,015 $ 75,584Interest paid $ - $ -Taxes paid $ - $ -Non cash investing and financing activities -debit (credit)Acquisition of mineral rights for common stockpayableCommon stock payable $ 1,300,000 $ -Common stock $(1,300,000) $ -Common stock issued for notes payable - related $ 1,100,000 $ -partyNotes payable - related partyCommon stock $ (1,100,000) $ -1. Nature of OperationsGMR Global Mineral Resources Corp. ("GMR" or "the Company"), a Canadiancompany, was incorporated on April 4, 2010, in the province of BritishColumbia. GMR is a resource, exploration and development company that primarilyredevelops past-producing gold and silver mining properties, with a focus onlocations that were not fully exploited due to old technology or weak preciousmetal prices. By implementing modern exploration and extraction methods, GMR'sstrategy is to profitably revitalize these mines. GMR is a significant holderof mineral tenures in British Columbia, Canada, most of which arepast-producing gold or silver properties. These mineral claims are situated inthe Slocan Valley Mining District in southeastern B.C., the Zeballos Region ofVancouver Island, and in other regions of British Columbia, Canada. The Companyis the legal and registered owner of a total of 800 hectares containing gold,and 104 hectares containing silver.Based on the Company's business plan, it is an exploration stage enterprisesince planned principle mining operations have not yet commenced. Accordingly,the Company has prepared its financial statements i n accordance withInternational Financial Reporting Standards ("IFRS") that apply to developingenterprises. The exploration stage began on April 4, 2010, when the Company wasorganized. Upon identification of commerciall y mineable reserves, the Companyexpects to actively prepare the site for its extraction and enter thedevelopment stage.2. Going ConcernThe preparation of financial statements in accordance with IFRS contemplatesthat operations will be sustained for a reasonable period. The Company is inthe exploration stage and is dependent on generating revenue and outsidesources of financing for continuation of its operations. These conditions raisesubstantial doubt about the ability of the Company to continue as a goingconcern for a reasonable period.The company plans to improve its financial condition through raising capitaland ultimately generating revenue. However, there is no assurance that thecompany will be successful in accomplishing this objective. Management believesthat this plan provides an opportunity for the Company to continue as a goingconcern. We cannot give any assurances regarding the success of management'splans. Our financial statements do not include adjust ments relating to therecoverability of recorded assets or liabilities that might be necessary shouldwe be unable to continue as a going concern.3. Summary of Significant Accounting PoliciesThe principal accounting policies applied in the preparation of these financialstatements are set out below.Basis of Preparation - The financial statements are presented in Canadiandollars in accordance with IFRS, using the historical cost convention exceptwhere otherwise noted. The preparation of financial statements in conformitywith IFRS requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities at the date of the financialstatements and reported amounts of revenues and expenses during the reportingperiod. Actual results could differ from those estimates. Management believesthat the estimates are reasonable. See Note 4 - Critical Accounting Estimatesand Judgments.Intangible Assets: Mineral Rights - Purchased intangible assets are recordedat cost, where cost is the amount of cash or cash equivalents paid or the fairvalue of other consideration given to acquire an asset at the time of itsacquisition. The cost of such an intangible asset is measured at fair valueunless the exchange transaction lacks commercial substance or the fair value ofneither the asset received nor the asset given up is reliably measurable. Ifthe fair value of either the asset received or the asset given up can bemeasured reliably, then the fair value of the asset given up is used to measurecost unless the fair value of the asset received is more clearly evident.The Company capitalizes acquisition and annual renewal costs associated withmineral rights as intangible assets. The amount capitalized represents fairvalue at the time the mineral rights are acquired. Upon commencement ofcommercial production, the mineral rights will be amortized using theunit-of-production method over their expected useful life.Due from Affiliates - Due from affiliates represents amounts due to the Companyas reimbursement for payments made on behalf of related entities for goods orservices that have been acquired in the ordinary course of business fromsuppliers.Cashand Cash Equivalents - For purposes of the statement of cash flows, theCompany considers all highly liquid investments with original maturities ofthree months of less to be cash equivalents. Cash and cash equivalents arestated at cost which approximates fair value.Notes Payab le- Borrowings are recognized initially at fair value, net oftransaction costs incurred. Borrowings are subsequently carried at amortizedcost; any difference between the proceeds (net of transaction costs) and theredemption value is recognized in the income statement over the period of theborrowings using the effective interest method.Revenue and Associated Costs - The Company recognizes revenue whenpersuasive evidence of an arrangement exists, services are rendered, the salesprice or fee is fixed or determinable, and collectability is reasonablyassured. Costs associated with the production of revenues are expensed asincurred.Impairment of Non-Financial Assets - Assets that are subject to amortizationare reviewed for impairment whenever events or changes in circumstancesindicate that the carrying amount may not be recoverable. An impairment loss isrecognized for the amount by which the asset's carrying amount exceeds itsrecoverable amount. For the purposes of assessing impairment, assets aregrouped at the lowest levels for which there are separately identifiable cashflows, such as the mining property level.Income Taxes - The Company follows the asset and liability method of accountingfor future income taxes. Under this method, future income tax assets andliabilities are recorded based on temporary differences between the carryingamount of assets and liabilities and their corresponding tax basis. Inaddition, the future benefits of income tax assets including unused tax losses,are recognized, subject to a valuation allowance to the extent that it is morelikely than not that such future benefits will ultimately be realized. TheCompany has provided a 100% valuation allowance to its deferred tax assetsassociated with net operating losses, resulting in no net tax impact for any ofthe years presented.Future income tax assets and liabilities are measured using enacted tax ratesand laws expected to apply when they are to be either settled or realized. TheCompany does not have any significant deferred tax asset or liabilities atJanuary 31, 2012. The Company's effective tax rate approximates the Federalstatutory rates.Other Comprehensive Income - Other comprehensive income represents the changein equity of an enterprise during a period from transactions from non-ownersources. The Company has no accounts or transactions that give rise to othercomprehensive income.Loss Per Common Share - Basic loss per common share is calculated by dividingthe net loss by the weighted average number of common shares outstanding duringthat period. Diluted loss per share is calculated by based on the treasurystock method, by dividing loss available to common shareholders, adjusted forthe effects of dilutive convertible securities, by the weighted average numberof common shares outstanding during the period and all additional common sharesthat would have been outstanding had all potential dilutive common share beenissued. This method computes the number of additional shares by assuming alldilutive options are exercised. That the total number of shares is then reducedby the number of common shares assumed to be repurchased from the total ofissuance proceeds, using the average market price of the Company's commonshares for the period. There were no dilutive securities during the periodpresented in the accompanying financial statements.Segment Reporting - Operating segments are reported in a manner consistentwith the internal reporting provided to the chief operating decision-maker. Thechief operating decision-maker, who is responsible for allocating resources andassessing performance of the operating segments, has been identified as thesteering committee that makes strategic decisions. The Company operates in onesegment described in Note 1, consisting of its mining operations.Accounting Policy ChangesIn November 2009, the IASB issued IFRS 9 Financial Instruments as the firststep in its project to replace IAS 39 Financial Instruments: Recognition andMeasurement. IFRS 9 retains but simplifies the mixed measurement modeland establishes two primary measurement categories for financial assets:amortized cost and fair value. The basis of classification depends on anentity's business model and the contractual cash flow of the financial asset.Classification is made at the time the financial asset is initially recognized,namely when the entity becomes a party to the contractual provisions of theinstrument. IFRS 9 amends some of the requirements of IFRS 7 FinancialInstruments: Disclosures including added disclosures about investments inequity instruments measured at fair value in OCI, and guidance on financialliabilities and de-recognition of financial instruments. In December 2011,the IASB issued an amendment that adjusted the mandatory effective date of IFRS9 from January 1, 2013 to January 1, 2015. The adoption of this standard hadno material impact on our financial statements.In May 2011, the IASB issued IFRS 10 Consolidated Financial Statements toreplace IAS 27 Consolidated and Separate Financial Statements and SIC 12Consolidation - Special Purpose Entities. The new consolidation standardchanges the definition of control so that the same criteria apply to allentities, both operating and special purpose entities, to determine control.The revised definition focuses on the need to have both power and variablereturns before control is present. IFRS 10 must be applied starting January 1,2013 with early adoption permitted. The adoption of this standard had nomaterial impact on our financial statements.In May 2011, the IASB issued IFRS 11 Joint Arrangements to replace IAS 31,Interests in Joint Ventures. The new standard defines two types ofarrangements: Joint Operations and Joint Ventures. Focus is on the rights andobligations of the parties involved to reflect the joint arrangement, therebyrequiring parties to recognize the individual assets and liabilities to whichthey have rights or for which they are responsible, even if the jointarrangement operates in a separate legal entity. IFRS 11 must be appliedstarting January 1, 2013 with early adoption permitted. The adoption of thisstandard had no material impact on our financial statements.In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entitiesto create a comprehensive disclosure standard to address the requirements forsubsidiaries, joint arrangements and associates including the reportingentity's involvement with other entities. It also includes the requirements forunconsolidated structured entities (i.e. special purpose entities). IFRS 12must be applied starting January 1, 2013 with early adoption permitted. Theadoption of this standard had no material impact on our financial statements.In May 2011, the IASB issued IFRS 13 Fair Value Measurement as a single sourceof guidance for all fair value measurements required by IFRS to reduce thecomplexity and improve consistency across its application. The standardprovides a definition of fair value and guidance on how to measure fair valueas well as a requirement for enhanced disclosures. Enhanced disclosures aboutfair value are required to enable financial statement users to understand howthe fair values were derived. IFRS 13 must be applied starting January 1, 2015with early adoption permitted. The adoption of this standard had no materialimpact on our financial statements.In October 2011, the IASB issued IFRIC 20 Stripping Costs in the ProductionPhase of a Surface Mine. IFRIC 20 provides guidance on the accounting for thecosts of stripping activity in the production phase of surface miningwhen two benefits accrue to the entity from the stripping activity: useable orethat can be used to produce inventory and improved access to further quantitiesof material that will be mined in future periods. IFRIC 20 must be appliedstarting January 1, 2013 with early adoption permitted. The adoption of thisstandard had no material impact on our financial statements.4. Critical Accounting Estimates and JudgmentsEstimates and judgments are continually evaluated and are based on historicalexperience and other factors, including expectations of future events that arebelieved to be reasonable under the circumstances. The Company makes estimatesand assumptions concerning the future. The resulting accounting estimates will,by definition, seldom equal the related actual results. The estimates andassumptions that have a significa nt risk of causing a material adjustment tothe carrying amounts of assets and liabilities within the next financial yearinclude:Mineral Rights - Significant estimates and assumptions are required todetermine the expected useful lives for amortizing the Company's intangibleassets with finite useful lives. Estimates are also necessary in assessingwhether there is an impairment of their value requiring a write-down of theircarrying amount. In order to ensure that its assets are carried at no more thantheir recoverable amount, the Company evaluates at each reporting date certainindicators that would result, if applicable, in the calculation of animpairment test. The recoverable amount of an asset or group of assets mayrequire the Company to use estimates and mainly to assess the future cash flowsexpected to arise from the asset or group of assets and a suitable discountrate in order to calculate present value. Any negative change in relation tothe operating performance or the expected future cash flows of individualassets or group of assets will change the expected recoverable amount of theseassets or group of assets, and therefore may require a write-down of theircarrying amount.Contingent Liabilities - The Company is required to make judgments aboutcontingent liabilities including the probability of pending and potentialfuture litigation outcomes that, by their nature, are dependent on futureevents that are inherently uncertain. In making its determination of possiblescenarios, manage ment considers the evaluation of outside counselknowledgeable about each matter, as well as known outcomes in case law.5. Financial Risk Management Objectives and PoliciesThe Company has a system of controls in place to create an acceptable balancebetween the cost of risks occurring and the cost of managing the risk.Management continually monitors the Company's risk management process toensure that an appropriate balance between risk and control is achieved. Riskmanagement policies and systems are reviewed regularly to reflect changes inmarket conditions and the Company's activities. The Company reviews and agreespolicies and procedures for the management of these risks.The Company is exposed to financial risks arising from its operations and theuse of financial instruments. The key financial risks include market risk,credit risk, and liquidity risk. The following section provides detailsregarding the Company's exposure to these risks and the objectives, policiesand processes for the management of these risks.Market Risk - Market risk is the risk that changes in market prices, such asforeign exchange rates, interest rates and equity prices will affect theCompany's income or the value of its holdings of financial instruments.Management believes the Company is not exposed to significant market risk.Credit Risk - Credit risk is the risk of loss that may arise on outstandingfinancial instruments should a counterparty default on its obligations. Creditrisk arising from the inability of a customer to meet the terms of theCompany's financial instrument contracts is generally limited to the amounts,if any, by which the customer's obligations exceed the obligations of theCompany. The Company's exposure to credit risk arises primarily from its cash &cash equivalents and amounts due from affiliates for which the Companyminimizes credit risk by dealing wit h reputable counterparties with highcredit ratings and no history of default.Liquidity Risk - Liquidity risk is the risk that the Company will encounterdifficulty in meeting financial obligations due to shortage of funds. TheCompany's exposure to liquidity risk arises primarily from mismatches of thematurities of financial assets and liabilities. The Company's liquidity riskmanagement policy is to monitor its net operating cash flows and maintain anadequate level of cash and cash equivalents through regular review of itsworking capital requirements. The Company monitors and maintains a level ofcash considered adequate by management to finance the Company's operations andmitigate the effects of the fluctuations in cash flows.Capital Management - The primary objective of the Company's capital managementis to ensure that it maintains a strong credit rating and healthy capitalratios in order to support its business and maximize shareholder value. TheCompany manages its capital structure and makes adjustments to it, in light ofchanges in economic conditions. To maintain or adjust the capital structure,the Company may adjust the dividend payment to shareholders, return capital toshareholders, or issue new shares. The Company has complied with all externallyimposed capital requirements as at January 31, 2014, and no changes were madeto the Company's capital management objectives, policies or processes duringthe year then ended.6. Intangible Assets - Mineral RightsThe Company acquired mineral rights associated with the following propertiesfrom related parties in exchange for shares of its common stock, cash, andnotes payable due to the related parties. The mineral rights are recorded inthe accompanying statement of financial position at their carryover basis,representing the original cost paid by these related parties to acquire themineral rights.Description Year Mineral Acquired RightsKing Midas 2010 $1,500,000Ottawa 2010 600,000Red 2010 1,500,000ElephantBushy 2010 350,000KeechaEnterprise 2011 450,000Mineral $4,400,000During the year ended January 31, 2014, the Company paid the final contractualamounts due for the mineral rights by issuing 13,000,000 shares of common stockto settle the remaining $1,300,000 "common stock payable" obligation due onvarious properties, and by issuing 11,000,000 shares of common stock to settlethe remaining $1,100,000 due on various notes payable due to these related partiesinconnection with the mineral rights purchase agreements. As a result, the Companyhas fully paid for its mineral rights asof January 31, 2014.Pursuant to these acquisitions, the Company is the legal and registered ownerof 510 hectares containing gold and 104 hectares containing silver.7. Shareholders' EquityThe Company is authorized to issue an unlimited number of no-par value sharesof common stock. The Company is authorized to issue an unlimited number ofno-par value shares of common stock. At January 31, 2104, the Company has44,200,902 shares of common stock issued and outstanding.All shares of the Company's common stock have equal rights and privileges withrespect to voting, liquidation and dividend rights. Each share of common stockentitles the holder thereof to one non-cumulative vote for each share held ofrecord on all matters submitted to a vote of the stockholders; to participateequally and to receive any and all such dividends as may be declared by theBoard of Directors out of funds legally available therefore; and to participatepro rata in any distribution of assets available for distribution uponliquidation. Stockholders have no pre-emptive rights to acquire additionalshares of common stock or any other securities. Common shares are not subjectto redemption and carry no subscription or conversion rights. All outstandingshares of common stock are fully paid and non-assessable.8. Due to AffiliatesDue to affiliates represents obligations allocated from affiliated entities topay for goods or services that have been acquired in the ordinary course ofbusiness from suppliers by the affiliates on the Company's behalf. Thisobligation is non-interest bearing, and has no stated maturity date.9. Subsequent EventsNo events occurred subsequent to January 31, 2014 that would require adjustmentto the accompanying financial statements.10. Approval of Financial StatementsThe accompanying financial statements were approved by the board of directorsand authorized for issue on March 28, 2014.