UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended April 30, 2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 333-164908
BULLFROG GOLD CORP.
(Exact name of registrant as specified in its charter)
Delaware 41-2252162
(State or other jurisdiction of (IRS Identification No.)
incorporation or organization)
897 Quail Run Drive
Grand Junction, CO 81505
(Address of principal executive offices)
(970) 270-8306
(Issuer's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant 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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distributions of securities under a plan
confirmed by a court. Yes [ ] No [ ] N/A [X]
APPLICABLE TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Class - Common Stock,
31,510,919 shares outstanding as of August 26, 2011.
BULLFROG GOLD CORP.
INDEX TO FORM 10-Q
Page No.
--------
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)................................ 3
Balance Sheets............................................. 3
Statements of Operations................................... 4
Statements of Cash Flows................................... 5
Notes to Financial Statements.............................. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk...... 13
Item 4. Controls and Procedures......................................... 13
PART II OTHER INFORMATION
Item 1. Legal Proceedings............................................... 14
Item 1A. Risk Factors.................................................... 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..... 14
Item 3. Defaults Upon Senior Securities................................. 14
Item 4. Removed and Reserved............................................ 14
Item 5. Other Information............................................... 14
Item 6. Exhibits........................................................ 14
Signatures...................................................... 15
EX-31 Section 302 Certification of Principal Executive and Principal
Financial Officer
EX-32 Section 906 Certification of Principal Executive and Principal
Financial Officer
2
BULLFROG GOLD CORP
(Formerly Kopr Resources Corp)
(An Exploration Stage Company)
Balance Sheets
July 31, 2011 October 31, 2010
------------- ----------------
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 3,506 $ 9,881
Prepaid expense 475 --
--------- ---------
TOTAL CURRENT ASSETS $ 3,981 $ 9,881
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable $ 64,393 $ 76,397
Loan from director 56,500 51,500
--------- ---------
TOTAL CURRENT LIABILITIES 120,893 127,897
--------- ---------
STOCKHOLDERS' DEFICIENCY
Preferred stock $0.0001 par value 50,000,000 shares authorized; none issued -- --
Common stock $0.0001 par value; 200,000,000 shares authorized; 31,510,919
issued and outstanding on July 31,2011 and October 31,2010 respectively 3,151 3,151
Additional paid-in-capital 21,849 21,849
Deficit accumulated during exploration stage (141,912) (143,016)
--------- ---------
TOTAL STOCKHOLDERS' DEFICIENCY (116,912) (118,016)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 3,981 $ 9,881
========= =========
See notes to financial statements
3
BULLFROG GOLD CORP
(Formerly Kopr Resources Corp)
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
For the Period
July 23, 2007
Nine Months Nine Months Three Months Three Months (Inception)
Ended Ended Ended Ended Through
July 31, 2011 July 31, 2010 July 31, 2011 July 31, 2010 July 31, 2011
------------- ------------- ------------- ------------- -------------
Revenues $ -- $ -- $ -- $ -- $ --
Cost of sales -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Gross margin -- -- -- -- --
------------ ------------ ------------ ------------ ------------
OPERATING EXPENSES
General & administrative expenses 4,396 56,235 6,014 16,749 (147,412)
------------ ------------ ------------ ------------ ------------
Total Operating Expenses 4,396 56,235 6,014 16,749 (147,412)
------------ ------------ ------------ ------------ ------------
OTHER INCOME
Gain on forgiveness of debt 5,500 -- -- -- 5,500
------------ ------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAX EXPENSE 1,104 (56,235) (6,014) (16,749) (141,912)
Income tax expense -- -- -- -- --
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 1,104 $ (56,235) $ (6,014) $ (16,749) $ (141,912)
============ ============ ============ ============ ============
Income (Loss) per share basic
and diluted $ 0.00 $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
Weighted average number of
common shares outstanding
basic and diluted 31,510,919 23,977,931 31,510,919 26,911,130
============ ============ ============ ============
See notes to financial statements
4
BULLFROG GOLD CORP
(Formerly Kopr Resources Corp)
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
For the Period
Nine Months ended July 23, 2007
July 31, (Inception)
---------------------------- Through
2011 2010 July 31, 2011
---------- ---------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 1,104 $ (56,235) $ (141,912)
Adjustments to reconcile net loss to net cash
used in operating activities
Gain on forgiveness of debt (5,500) -- (5,500)
Changes in operating assets and liabilities
Prepaid Expense (475) 500 (475)
Accounts payable (6,504) 13,422 69,893
---------- ---------- ----------
NETCASH USED IN OPERATING ACTIVITIES (11,375) (42,313) (77,994)
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Loan from director 5,000 35,000 56,500
Proceeds from sale of common stock -- 10,000 25,000
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,000 45,000 81,500
---------- ---------- ----------
Net (decrease) in cash and cash equivalents (6,375) 2,687 3,506
Cash and cash equivalents at beginning of period 9,881 12,295 --
---------- ---------- ----------
Cash and cash equivalents at end of period $ 3,506 $ 14,981 $ 3,506
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See notes to financial statements
5
BULLFROG GOLD CORP.
(FORMERLY KOPR RESOURCES CORP.)
(An Exploration Stage Company)
Notes to Financial Statements (unaudited)
(Stated in U.S. Dollars)
1. NATURE AND CONTINUANCE OF OPERATIONS
Bullfrog Gold Corp., ("the Company") was incorporated under the laws of the
State of Delaware on July 23, 2007 as Kopr Resources Corp. On July 19, 2011, our
board of directors approved an Amended and Restated Certificate of Incorporation
("Restated Charter") of the Company to authorize (i) the change of the name of
the Company to "Bullfrog Gold Corp." from "Kopr Resources Corp.". The Company is
in the exploration stage of its resource business and it was generally inactive
during the period July 23, 2007 (inception) to October 31, 2009. During the year
ended October 31, 2008 the Company commenced its limited activities by issuing
shares and acquiring a mineral property located in the Osoyoos Mining Division
of British Columbia, Canada. In January 2011 the Company allowed the claim on
this property to lapse and is currently investigating other claims to secure for
exploration. The recoverability of costs incurred for acquisition and
exploration of any future property will be dependent upon the discovery of
economically recoverable reserves, confirmation of the Company's interest in the
underlying property, the ability of the Company to obtain necessary financing to
satisfy the expenditure requirements under the property agreement and to
complete the development of the property and upon future profitable production
or proceeds for the sale thereof.
The Company's tax reporting year end is October 31.
GOING CONCERN
These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
during the exploration stage of $141,912 as of July 31, 2011 and further losses
are anticipated in the development of its business raising substantial doubt
about the Company's ability to continue as a going concern. The ability to
continue as a going concern is dependent upon the Company generating profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management intends to finance operating costs over the next
twelve months with existing cash on hand and loans from directors and or private
placement of common stock.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America
("GAAP"). All amounts are presented in U.S. dollars.
INTERIM FINANCIAL INFORMATION
The accompanying unaudited interim financial statements have been prepared by
the Company, in accordance with generally accepted accounting principles
pursuant to Regulation S-X of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in audited financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. Accordingly, these interim financial statements
should be read in conjunction with the Company's financial statements and
related notes as contained in Form 10-K for the year ended October 31, 2010. In
the opinion of management, the interim financial statements reflect all
adjustments, including normal recurring adjustments, necessary for fair
presentation of the interim periods presented. The results of the operations for
the nine months ended July 31, 2011 are not necessarily indicative of the
results of operations to be expected for the full year.
REVERSE STOCK SPLIT
On March 17, 2011 the Board of Directors of the Company unanimously adopted
resolutions approving the Certificate of Amendment to the Certificate of
Incorporation to effect a reverse stock split in the ratio of 1 for 5.75 for the
Common Stock of the Company that was issued and outstanding at April 4, 2011.
The par value and our total number of authorized shares were unaffected by the
6
reverse stock split. All shares and per share amounts in these financial
statements and note thereto have been retrospectively adjusted to all periods
presented to give effect to the reverse stock split.
FORWARD STOCK SPLIT
On July 19, 2011, our board of directors authorized a 51.74495487 for one
forward split of our outstanding common stock in the form of a dividend, whereby
an additional 50.74495487 shares of common stock, par value $0.0001 per share,
was to be issued on each one share of common stock outstanding on July 25, 2011.
The par value of the capital stock changed from $0.001 per share to $0.0001 per
share. The authorized common stock changed from 150,000,000 shares to
200,000,000 shares, and the authorized preferred stock changed from 75,000,000
shares to 50,000,000 shares. The forward stock split was recorded with FINRA
with a Record Date of July 25, 2011 and a Payment Date of July 27, 2011,
resulting in a total of 31,510,919 issued and outstanding shares as of July 31,
2011. All shares and per share amounts in these financial statements and note
thereto have been retrospectively adjusted to all periods presented to give
effect to the forward stock split.
EXPLORATION STAGE COMPANY
The Company complies with Accounting Standards Codification ("ASC") 915-235-50
and Securities and Exchange Commission Act Guide 7 for it's characterization of
the Company as an exploration stage enterprise.
CASH AND CASH EQUIVALENTS
Cash equivalents include all highly liquid debt instruments with original
maturities of three months or less which are not securing any corporate
obligations.
MINERAL INTERESTS
Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date, the
Company has not established any proven or probable reserves on its mineral
properties. The Company has adopted the provisions of "Accounting for Asset
Retirement Obligations" ("ASC 410") which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment, or other disposal of long -lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets. As at July 31, 2011, any potential costs relating to the future
retirement of the Company's mineral property have not yet been determined.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
FOREIGN CURRENCY TRANSLATION
The financial statements are presented in United States dollars. In accordance
with Foreign Currency Translation," ("ASC 830") foreign denominated monetary
assets and liabilities are translated into their United States dollar
equivalents using foreign exchange rates which prevailed at the balance sheet
date. Non monetary assets and liabilities are translated at the exchange rates
prevailing on the transaction date. Revenue and expenses are translated at
average rates of exchange during the year. Gains or losses resulting from
foreign currency transactions are included in results of operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash, prepaid expense and accounts payable approximates
their fair value because of the short maturity of these instruments. Unless
otherwise noted, it is management's opinion the Company is not exposed to
significant interest currency or credit risks arising from these financial
instruments.
7
ENVIRONMENT COSTS
Environmental expenditures that relate to current operations are expensed or
capitalized as appropriate. Expenditures that relate to an existing condition
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when environmental
assessments and/or remedial efforts are probably, and the cost can be reasonably
estimated. Generally, the timing of these accruals coincides with the earlier of
completion of a feasibility study or the Company's commitments to plan of action
based on the then known facts.
INCOME TAXES
The Company follows the accrual method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on the deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
At July 31, 2011, a full deferred tax asset valuation allowance has been
provided and no deferred tax asset has been recorded.
BASIC AND DILUTED LOSS PER SHARE
The Company computes loss per share in accordance with ASC 260-10-45 "Earnings
per Share", which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted loss per
share gives effect to all dilutive potential common shares outstanding during
the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.
The Company has no potential dilutive instruments. Basic loss and diluted loss
per share are equal.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting
pronouncements to have any significant impact on the Company's results of
operations, financial position or cash flow.
As new accounting pronouncements are issued, the Company will adopt those that
are applicable under the circumstances.
3. COMMON STOCK TRANSACTIONS
The total number of common shares authorized that may be issued by the Company
is 150,000,000 shares and 75,000,000 preferred shares each with a par value of
$.001 per share. No other class of shares is authorized.
On July 23, 2007, the Company issued 1,500 shares of common stock to the
Director, for total cash proceeds of $10,000.
On June 1, 2008, the Company issued 2,500,000 shares of common stock to the
Director for total proceeds of $5,000.
On June 17, 2010 the Company issued 1,000,000 shares of common stock to 30
subscribers for gross proceeds of $10,000.
On March 17, 2011 the Board of Directors of the Company unanimously adopted
resolutions approving the Certificate of Amendment to the Certificate of
Incorporation to effect a reverse stock split in the ratio of 1 for 5.75 for the
Common Stock of the Company that was issued and outstanding at April 4, 2011.
The Certificate of Amendment was filed with the Secretary of State of the State
of Delaware on March 30, 2011 and became effective on April 4, 2011. In
connection with the Reverse Stock Split, the Financial Industry Regulatory
Authority ("FINRA") effected the Reverse Stock Split at the open of business on
April 5, 2011.
The Reverse Stock Split resulted in a total of 608,966 common stock shares
issued and outstanding.
On July 19, 2011, our board of directors authorized a 51.74495487 for one
Forward Stock Split of our outstanding common stock in the form of a dividend,
whereby an additional 50.74495487 shares of common stock, par value $0.0001 per
8
share, would be issued on each one share of common stock outstanding on July 25,
2011. The Forward Stock Split was effected by FINRA at the open of business on
July 27, 2011.
The Forward Stock Split resulted in a total of 31,510,919 common stock shares
issued and outstanding.
At July 31, 2011, there were no shares of preferred stock, stock options or
warrants issued.
4. MINERAL INTERESTS
On November 28, 2007, the Company entered into a purchase and sale agreement to
acquire a 100% interest in one mining claim of approximately 505 hectares
located in the mining division approximately 15 kilometers north of the town of
Keremos, in South Central British Columbia, Canada. In January 2011 the claim
was allowed to lapse and the Company is currently investigating other claims to
secure for exploration.
5. INCOME TAXES
As of July 31, 2011, the Company had a net operating loss carry forwards of
approximately $141,912 that may be available to reduce future years' taxable
income through 2030. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to this tax
loss carry forward.
6. RELATED PARTY TRANSACTIONS
On July 31, 2007, in connection with its organization, the Company issued 1,500
shares of common stock to Andrea Schlectman, a director and officer of the
Company, for consideration of $10,000.
On June 1, 2008, the Company issued 2,500,000 shares of common stock at $.002
per share for a total of $5,000 to Andrea Schlectman as reimbursement for Ms.
Schlectman's payment of $5,000 on behalf of the Company for its mining claim.
Andrea Schlectman may in the future, become involved in other business
opportunities as they may become available, thus she may face a conflict in
selecting between the Company and her other business opportunities. The Company
has not formulated a policy for the resolution of such a conflict.
While the Company is seeking additional funds, Ms. Schlectman, a director has
loaned monies to pay for certain expenses incurred. These loan(s) are interest
free and there is no specific time for repayment. The balance due the director
as of July 31, 2011 is $56,500.
7. OTHER DEVELOPMENTS
Guo Yuying resigned as a director of the Company effective July 19, 2011. Ms.
Yuying did not resign due to any disagreement with the Company or its management
regarding any matter relating to the Company's operations, policies or
practices.
On July 19, 2011, our board of directors approved the amendment and restatement
of our Bylaws (the "Restated Bylaws") in order to, among other things, include
provisions providing for board and stockholder meetings, indemnification of
officers and directors and outlining the roles of certain of our officers.
Only July 19, 2011, our board of directors approved an Amended and Restated
Certificate of Incorporation ("Restated Charter") of the Company to authorize
(i) the change of the name of the Company to "Bullfrog Gold Corp." from "Kopr
Resources Corp.," (ii) increase the authorized capital stock of the Company to
200,000,000 shares of common stock and 50,000,000 shares of preferred stock, and
(iii) change the par value of the capital stock of the Company to $0.0001 per
share from $0.001 per share.
On July 19, 2011, holders of approximately 71% of the outstanding common stock
of the Company voted in favor of the Restated Bylaws and Restated Charter.
On July 19, 2011, our board of directors authorized a 51.74495487 for one
forward split of our outstanding common stock in the form of a dividend, whereby
an additional 50.74495487 shares of common stock, par value $0.0001 per share,
9
was to be issued on each one share of common stock outstanding on July 25, 2011.
The forward stock split was recorded with FINRA with a Record Date of July 25,
2011 and a Payment Date of July 27, 2011, resulting in a total of 31,510,919
issued and outstanding shares as of July 31, 2011.
On July 21, 2011, we filed an Amended and Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware in order to change our name
to "Bullfrog Gold Corp." from "Kopr Resources Corp."
On July 27, 2011, Andrea Schlectman resigned from her positions as President and
Chief Executive Officer of Bullfrog Gold Corp. (the "Company"). On July 27,
2011, David Beling was appointed as the Company's President, Chief Executive
Officer, Chief Financial Officer, Secretary and Treasurer of the Company.
Additionally, On July 27, 2011, Mr. Beling was appointed to the Board of
Directors of the Company and Alan Lindsay was appointed as Chairman of the Board
of Directors. Immediately, upon Mr. Beling's and Mr. Lindsay's appointment to
the Board of Directors, Ms. Schlectman resigned from her position as director of
the Company. Ms. Schlectman did not resign due to any disagreement with the
Company or its management regarding any matter relating to the Company's
operations, policies or practices.
8. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to the Balance Sheet date to assess
the need for potential recognition or disclosure in this report. Such events
were evaluated through the date these financial statements were issued. The
following subsequent event is being disclosed:
Our name change to Bullfrog Gold Corp. became effective for our principal
market, the over the counter bulletin board, on August 11, 2011, at which time a
new trading symbol of "BFGC" also became effective.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
The information in this report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
These forward-looking statements involve risks and uncertainties, including
statements regarding the Company's capital needs, business strategy and
expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined from time to time, in other reports we file with the Securities
and Exchange Commission (the "SEC"). These factors may cause our actual results
to differ materially from any forward-looking statement. We disclaim any
obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.
BUSINESS AND PLAN OF OPERATION
Bullfrog Gold Corp was incorporated under the laws of the state of Delaware on
July 23, 2007 as Kopr Resources Corp. On July 19, 2011, our board of directors
approved an Amended and Restated Certificate of Incorporation ("Restated
Charter") of the Company to authorize (i) the change of the name of the Company
to "Bullfrog Gold Corp." from "Kopr Resources Corp.". The Company's principal
offices are located at 897 Quail Run Drive, Grand Junction, CO 81505. Our
telephone number is (970) 270-8306.
The Company since inception has been a mining exploration stage company engaged
in the acquisition and exploration of mineral properties. In connection with the
name change in July 2011, we are exploring additional business opportunities. As
a result, our historical business may be discontinued due to the reevaluation of
our business, among other reasons. We have entered into informal non-binding
confidential discussions with several companies concerning possible business
acquisition opportunities in the field of mobile applications. However, there
exist no agreements or understandings as to any such opportunities as of the
date of this current report.
We have not generated revenue from mining operations. We would need additional
financing to cover future exploration costs on any property we secure; we
currently do not have any financing arranged. Future exploration would be
subject to financing.
On February 16, 2010 the Company filed a Registration Statement (the
"Registration Statement") on Form S-1 for the offering of 1,000,000 shares of
common stock with the SEC, which was declared effective by the SEC on February
26, 2010. On June 9, 2010, the Company closed the offering of the sale of shares
under the Registration Statement with the sale of 1,000,000 shares to 30
subscribers for gross proceeds to the Company of $10,000.
On August 13, 2010, the Company's common stock was approved for trading on the
OTCBB under the symbol "KOPR."
As disclosed in a filing on Form 8-K on April 5, 2011, on March 17, 2011 the
Board of Directors of the Company unanimously adopted resolutions approving the
Certificate of Amendment to the Certificate of Incorporation to effect a reverse
stock split in the ratio of 1 for 5.75. In connection with the adoption of these
resolutions, the Board determined to seek the written consent of the holders of
a majority of the outstanding shares of Common Stock, in order to reduce
associated costs and implement the proposals in a timely manner. On March 18,
2011, the holder of a majority of the outstanding shares of Common Stock
executed a written consent authorizing the Reverse Stock Split. The Certificate
of Amendment was filed with the Secretary of State of the State of Delaware on
March 30, 2011 and became effective on April 4, 2011. The Reverse Stock Split
resulted in a total of 608,966 shares issued and outstanding.
In connection with the Reverse Stock Split, the Financial Industry Regulatory
Authority ("FINRA") effected the Reverse Stock Split at the open of business on
April 5, 2011. In connection with the Reverse Stock Split, the Company obtained
a new CUSIP number: 500614 201. There was no mandatory exchange of stock
certificates and the Company's transfer agent, Empire Stock Transfer,
administered the Reverse Stock Split.
11
On July 19, 2011, our board of directors approved the amendment and restatement
of our Bylaws (the "Restated Bylaws") in order to, among other things, include
provisions providing for board and stockholder meetings, indemnification of
officers and directors and outlining the roles of certain of our officers.
On July 19, 2011, our board of directors approved an Amended and Restated
Certificate of Incorporation ("Restated Charter") of the Company to authorize
(i) the change of the name of the Company to "Bullfrog Gold Corp." from "Kopr
Resources Corp.," (ii) increase the authorized capital stock of the Company to
200,000,000 shares of common stock and 50,000,000 shares of preferred stock, and
(iii) change the par value of the capital stock of the Company to $0.0001 per
share from $0.001 per share.
On July 19, 2011, holders of approximately 71% of the outstanding common stock
of the Company voted in favor of the Restated Bylaws and Restated Charter.
On July 19, 2011, our board of directors authorized a 51.74495487 for one
forward split of our outstanding common stock in the form of a dividend, whereby
an additional 50.74495487 shares of common stock, par value $0.0001 per share,
was to be issued on each one share of common stock outstanding on July 25, 2011.
The forward stock split was recorded with FINRA with a Record Date of July, 25,
2011 and a Payment Date of July 27, 2011, resulting in a total of 31,510,919
issued and outstanding shares as of July 31, 2011.
On July 21, 2011, we filed an Amended and Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware in order to change our name
to "Bullfrog Gold Corp." from "Kopr Resources Corp."
LIQUIDITY AND CAPITAL RESOURCES
Our current assets at July 31, 2011 were $3,981 and current liabilities were
$120,893. We received our initial funding of $10,000 through the sale of common
stock to Andrea Schlectman, the sole officer at the time, who purchased 1,500
shares of our common stock at approximately $6.66 per share on July 23, 2007.
Ms. Schlectman, paid $5,000 on our behalf for the cost of the mining claim on a
prior claim property, and on June 1, 2008, we issued 2,500,000 shares of our
common stock to Ms. Schlectman in exchange for the cash paid out. The Company
registered 1,000,000 shares of common stock for public sale pursuant to the
Registration Statement (the "Registration Statement") on Form S-1 which was
filed with the SEC on February 16, 2010, and declared effective by the SEC on
February 26, 2010. On June 9, 2010, the Company accepted subscriptions for
1,000,000 shares from 30 subscribers pursuant to the prospectus which was part
of the Registration Statement for gross proceeds of $10,000.
RESULTS OF OPERATIONS
We are still in the exploration stage and have no revenues to date. During the
three-month period ended July 31, 2011, we incurred general and administrative
expenses of $6,014 and general and administrative expenses of $16,749 for the
three-month period ended July 31, 2010. During the nine-month period ended July
31, 2011, we recorded general and administrative expenses of $4,396 and general
and administrative expenses of $56,235 for the nine-month period ended July 31,
2010. The change in general and administrative expenses during the nine-month
period ended July 31, 2011 was due primarily to a reduction in operations.
During the nine months ended July 31, 2011, the Company recorded income from a
forgiveness of debt of $5,500 due to write-off of account payable due to George
Coetzee for consulting services performed during August and September 2007. Our
net loss since inception through July 31, 2011 is $141,912.
Management does not believe that the Company's current cash will be sufficient
to cover the expenses we will incur during the next twelve months. If we
experience a shortage of funds during our exploration stage, our officers have
agreed to advance funds as needed or the Company may consider a private
placement of Common Stock. While they have agreed to advance the funds, the
agreement is verbal and is unenforceable as a matter of law. To date, Ms.
Schlectman, a shareholder and former officer and director, had loaned monies to
pay for certain expenses incurred. These loan(s) are interest free and there is
no specific time for repayment. The balance due Ms. Schlectman as of July 31,
2011 is $56,500.
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GOING CONCERN
Due to the uncertainty of our ability to meet our current operating and capital
expenses, there is substantial doubt about our ability to continue as a going
concern. These financial statements have been prepared on a going concern basis
which assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
during the exploration stage of $141,912 as of July 31, 2011 and further losses
are anticipated in the development of its business raising substantial doubt
about the Company's ability to continue as a going concern. The ability to
continue as a going concern is dependent upon the Company generating profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management intends to finance operating costs over the next
twelve months with existing cash on hand and loans from directors and or private
placement of common stock.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to adopt
accounting policies and make significant judgments and estimates to develop
amounts reflected and disclosed in the financial statements. We maintain a
process to review the application of our accounting policies and to evaluate the
appropriateness of the many estimates that are required to prepare our financial
statements. However, even under optimal circumstances, estimates routinely
require adjustment based on changing circumstances and the receipt of new or
better information. There have been no significant changes to our critical
accounting policies and estimates as discussed in our Annual Report on Form 10-K
for the fiscal year ended October 31, 2010.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting
pronouncements to have any significant impact on the Company's results of
operations, financial position or cash flow.
As new accounting pronouncements are issued, the Company will adopt those that
are applicable under the circumstances.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our Company is exposed to a variety of market risks, including changes in
interest rates affecting the return on its cash and cash equivalents and
short-term investments and fluctuations in foreign currency exchange rates; but
due to our present financial situation, we are not extensively exposed.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation and the identification of
material weaknesses in our internal control over financial reporting, our sole
officer and board of directors concluded that, as of July 31, 2011, the
Company's disclosure controls and procedures were not effective.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against the Company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.
ITEM 1A. RISKS FACTORS
Not applicable
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. REMOVED AND RESERVED
ITEM 5. OTHER INFORMATION
SUBSEQUENT EVENTS
Our name change to Bullfrog Gold Corp. became effective for our principal
market, the over the counter bulletin board, on August 11, 2011, at which time a
new trading symbol of "BFGC" also became effective.
ITEM 6. EXHIBITS
Exhibits required by Item 601 of Regulation S-K:
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation*
3.2 Certificate of Amendment to the Certificate of Incorporation*
3.3 Certificate of Amendment to the Certificate of Incorporation**
3.4 Certificate of Amendment to the Certificate of Incorporation***
3.4 Bylaws*
3.5 Amended Bylaws***
31 Certification of Principal Executive and Principal Financial Officer
filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 Certification of Principal Executive and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
----------
* Incorporated by reference herein from the Company's Registration Statement
on Form S-1 filed on February 16, 2010 with the SEC.
** Incorporated by reference herein from the Company's Current Report on Form
8-K filed on April 5, 2011 with the SEC.
*** Incorporated by reference herein from the Company's Current Report on Form
8-K filed on July 22, 2011 with the SEC.
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SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: August 26, 2011 BULLFROG GOLD CORP. (Formerly Kopr Resources Corp.)
By: /s/ David Beling
------------------------------------------------
David Beling
Principal Executive Officer, Principal Financial
Officer and Director
By: /s/ Alan Lindsay
------------------------------------------------
Alan Lindsay
Director
15