UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2007
[ ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number - 333-140024
Transglobal Mining Corp.
(Exact name of Small Business Issuer as specified in its charter)
Nevada 20-4993888
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
Unit 114, 219 Grant St., Saskatoon, SK, S7N 2A1
(Address of principal executive offices)
306-880-2441
(Issuers telephone number)
_________________________________________________________________
(Former name, former address and former fiscal year if changed since last report)
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 54,742,500 shares of Common Stock as at December 31, 2007
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Indicate by check mark 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 [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ] No [ X ].
PART I FINANCIAL INFORMATION
Item 1.
Financial Statements
GENERAL
Our unaudited financial statements for the three months ended December 31, 2007 are included with this Form 10-QSB. The unaudited financial statements for the three months ended December 31, 2007 include:
(a)
Balance Sheet as of December 31, 2007, and September 30, 2007;
(b)
Statement of Operations three months ended December 31, 2007, and 2006 and July 30, 2004 (Date of Inception) to December 31, 2007;
(c)
Statement of Cash flows three months ended December 31, 2007 and 2006 and July 30, 2004 (Date of Inception) to December 31, 2007,
(d)
Statement of Changes in Stockholders' Equity (Deficiency); and
(e)
Notes to Financial Statements.
The unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended December 31, 2007 are not necessarily indicative of the results that can be expected for the fiscal year ending September 30, 2008.
TRANSGLOBAL MINING CORP.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
December 31, 2007
(Stated in US Dollars)
(Unaudited)
TRANSGLOBAL MINING CORP.
(A Pre-exploration Stage Company)
INTERIM BALANCE SHEETS
December 31, 2007 and September 30, 2007
(Stated in US Dollars)
(Unaudited)
December 31, | September 30, | |
2007 | 2007 | |
ASSETS | ||
Current | ||
Cash | $ 419 | $ 734 |
LIABILITIES | ||
Current | ||
Accounts payable and accrued liabilities | $ 15,018 | $ 2,806 |
Related party loan Notes 3 and 4 | 58,300 | 56,800 |
73,318 | 59,606 | |
STOCKHOLDERS DEFICIENCY | ||
Common stock, $0.001 par value | ||
75,000,000 shares authorized | ||
54,742,500 (September 31, 2007: 54,742,500) shares issued | 54,743 | 54,743 |
Additional paid-in capital | (14,532) | (15,987) |
Share subscriptions Note 5 | 60,000 | 60,000 |
Deficit accumulated during the pre-exploration stage | (173,110) | (157,628) |
(72,899) | (58,872) | |
$ 419 | $ 734 | |
SEE ACCOMPANYING NOTES
TRANSGLOBAL MINING CORP.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three months ended December 31, 2007 and 2006 and
for the period July 30, 2004 (Date of Inception) to December 31, 2007
(Stated in US Dollars)
(Unaudited)
July 30, | |||
2004 | |||
(Date of | |||
Three months ended | Inception) to | ||
December 31, | December 31, | ||
2007 | 2006 | 2007 | |
Expenses | |||
Accounting and legal fees | $ 13,228 | $ 3,100 | $ 52,845 |
Advertising and promotion | - | - | 49,614 |
Bank charges | 44 | 32 | 485 |
Interest expense Note 4 | 1,455 | 403 | 5,221 |
Management fees Note 3 | - | 4,000 | 26,400 |
Mineral property costs | - | 3,953 | 6,557 |
Office and miscellaneous | - | 1,259 | 8,351 |
Telephone | - | 1,028 | 3,925 |
Transfer agent and filing fees | 755 | 2,000 | 6,819 |
Travel | - | 2,488 | 4,976 |
Write-off of website costs | - | - | 7,917 |
Net loss for the period | $ (15,482) | $(18,263) | $ (173,110) |
Basic and diluted loss per share | $ (0.00) | $ (0.00) | |
Weighted average number of shares outstanding | 54,742,500 | 54,742,500 | |
TRANSGLOBAL MINING CORP.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the three months ended December 31, 2007 and 2006 and
for the period July 30, 2004 (Date of Inception) to December 31, 2007
(Stated in US Dollars)
(Unaudited)
July 30, | |||
2004 | |||
(Date of | |||
Three months ended | Inception) to | ||
December 31, | December 31, | ||
2007 | 2006 | 2007 | |
Operating Activities | |||
Net loss for the period | $ (15,482) | $ (18,263) | $ (173,110) |
Items not affecting cash: | |||
Interest expense | 1,455 | 403 | 5,221 |
Management fees | - | - | 2,000 |
Write-off of website costs | - | - | 7,917 |
Changes in non-cash working capital balances related to operations | |||
Accounts payable and accrued liabilities | 12,212 | 2,000 | 15,018 |
Cash used in operating activities | (1,815) | (15,860) | (142,954) |
Financing Activities | |||
Capital stock issued | - | - | 32,990 |
Share subscriptions received | - | - | 60,000 |
Increase in related party loan | 1,500 | 20,000 | 58,300 |
Cash provided by financing activities | 1,500 | 20,000 | 151,290 |
Investing Activity | |||
Website costs | - | - | (7,917) |
Cash used in investing activity | - | - | (7,917) |
Increase (decrease) in cash during the period | (315) | 4,140 | 419 |
Cash, beginning of the period | 734 | 21,849 | - |
Cash, end of the period | $ 419 | $ 25,989 | $ 419 |
Non-cash Transaction Note 4
TRANSGLOBAL MINING CORP.
(A Pre-exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)
for the period July 30, 2004 (Date of Inception) to December 31, 2007
(Stated in US Dollars)
(Unaudited)
Deficit | ||||||
Accumulated | ||||||
During the | ||||||
Additional | Share | Pre- | ||||
*Common Shares | Paid-in | Subscriptions | Exploration | |||
Number | Par Value | Capital | Received | Stage | Total | |
Capital stock issued for services at $0.000067 | 30,000,000 | $ 30,000 | $ (28,000) | $ - | $ - | $ 2,000 |
Net loss for the period | - | - | - | - | (2,280) | (2,280) |
Balance, as at September 30, 2004 and 2005 | 30,000,000 | 30,000 | (28,000) | - | (2,280) | (280) |
Capital stock issued for cash at $0.0013 | 24,742,500 | 24,743 | 8,247 | - | - | 32,990 |
Net loss for the year | - | - | - | - | (28,267) | (28,267) |
Balance, September 30, 2006 | 54,742,500 | 54,743 | (19,753) | - | (30,547) | 4,443 |
Imputed interest | - | - | 3,766 | - | - | 3,766 |
Share subscription received | - | - | - | 60,000 | - | 60,000 |
Net loss for the period | - | - | - | - | (127,081) | (127,081) |
Balance, September 30, 2007 | 54,742,500 | 54,743 | (15,987) | 60,000 | (157,628) | (58,872) |
Imputed interest Note 4 | - | - | 1,455 | - | - | 1,455 |
Net loss for the period | - | - | - | - | (15,482) | (15,482) |
Balance, December 31, 2007 | 54,742,500 | $ 54,743 | $ (14,532) | $ 60,000 | $ (173,110) | $ (72,899) |
* On July 29, 2006, the Companys shares were forward split on a 15 new for 1 old basis. The number of shares issued, par value and additional paid-in capital have been restated to reflect this forward split.
TRANSGLOBAL MINING CORP.
(A Pre-exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
December 31, 2007
(Stated in US Dollars)
(Unaudited)
Note 1
Interim Reporting
While information presented in the accompanying interim financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim period presented. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Companys September 30, 2007 financial statements. Operating results for the period ended December 21, 2007 are not necessarily indicative of the results that can be expected for the year ending September 30, 2008.
Note 2
Continuance of Operations
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2007, the Company had not yet achieved profitable operations, has accumulated losses of $173,110 since its inception, has a working capital deficiency of $72,899 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Companys ability to continue as a going concern. The Companys ability to continue as a going concern is dependent upon its ability to generate future profitable operations 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 has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.
On April 18, 2007, the Company changed its name from Blanca Corp. to Transglobal Mining Corp.
Note 3
Related Party Transactions Note 4
The Company was charged the following by a director of the Company:
July 30, 2004 | ||||||
(Date of | ||||||
Three months ended | Inception) to | |||||
December 31, | December 31, | |||||
2007 | 2006 | 2007 | ||||
Management fees | $ - | $ 4,000 | $ 26,400 |
The related party loan is due to a director of the Company for funds advanced. The loan is unsecured, non-interest bearing and has no specific terms for repayment.
Note 4
Non-cash Transaction
Investing and financing activities that do not have an impact on current cash flows are excluded from the statements of cash flows.
During the three months ended December 31, 2007, the Company recorded the imputed interest expense of $1,455 (2006: $403) (10%) to the director of the Company. Additional paid-in capital has been increased accordingly.
During the period July 30, 2004 (date of inception) to December 31, 2007, the Company issued 30,000,000 common shares of the Company to a director of the company for $2,000.
These transactions have been excluded from the statements of cash flows.
Note 5
Commitments
By a private placement agreement dated April 30, 2007, the Company received subscriptions of $60,000 with the respect to the issuance of 75,000 common shares at $0.80 per share.
Item 2.
Managements Discussion and Analysis or Plan of Operation
Forward Looking Statements
This report on Form 10-QSB contains certain forward-looking statements within the meaning of section 21e of the Securities Exchange Act of 1934, as amended, and other applicable securities laws. All statements other than statements of historical fact are forward-looking statements for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
OVERVIEW
We are a start-up mineral exploration company. We have had no revenues as of the end of our most recent fiscal year and we have only recently begun operations.
Our principal offices are located at #114, 219 Grant Street, Saskatoon, Saskatchewan, S7N 2A1. Our telephone number is (360)-880-2441. Our fiscal year end is September 30.
On August 1, 2006 we staked a 405 hectare (approximately 1,000 acres) mineral claim in the Province of British Columbia, Canada using an online staking system operated by the government of British Columbia. We have since allowed this claim to expire in favor of more promising prospects.
On May 2, 2007 we signed an option agreement to participate in the development and exploitation of a known gold resource in China with China Eastern Mining Corporation (CEM), a private company. Transglobal has decided to abandoned this program as well due to lack of financing.
On May 30, 2007, Transglobal Mining purchased the mineral rights to 2,865 hectares of land for the purpose of Uranium exploration in the Surprise Lake area of British Columbia. We have not had the financing to explore this property and likewise have abandoned the claim.
Operations and Twelve Month Plan
Financing
We have been meeting our financial needs more recently through loans from our President, Mr. Elgood. These loans are unsecured interest free no terms basis. While there is no guarantee that this will continue, Mr. Elgood has continued to lend money to us since September 30, 2007. At this point Transglobal Mining hopes to attain further financing and pursue better quality mining projects moving forward. No such projects have been identified at this point.
RESULTS OF OPERATIONS
We incurred a loss of $15,482 for the three months ended December 31, 2007, compared to a loss of $18,263 for the three months ended December 31, 2006. Professional fees were $13,228 for the three months ended December 31, 2007 and $3,100 for the corresponding quarter of December 31, 2006 again because the company was not active for this previous period. Management expense totalled $0 for the three months ended December 31, 2007 and $4,000 for the three months ending December 31, 2006. We are engaged in business for profit, but cannot predict future profitability.
LIQUIDITY AND CAPITAL RESOURCES
We had cash of $419 as of December 31, 2007 which reflects the cash depleted condition of the company. We anticipate that we will operate at a loss for the foreseeable future. We hope to expand our team as soon as possible but there is no indication that this is inevitable. Our management is currently providing capital through debt financing. We have no agreements for additional financing and we can provide no assurance that additional funding will be available to us on acceptable terms in order to enable us to complete any plan of operations.
We have limited assets and will require significant capital to complete any future research and development programs. We do not know the specific financial requirements of the projects, products or ventures in which we may eventually participate, and therefore do not know what our exact capital needs will be. In addition, we may incur substantial costs in connection with any research and/or negotiations for business opportunities, which may deplete our assets.
Item 3.
Controls and Procedures
(a)
Evaluation of disclosure controls and procedures. Based on the evaluation of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this Quarterly Report on Form 10-QSB, our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and are operating in an effective manner.
(b)
Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their most recent evaluation.
PART II OTHER INFORMATION
Item 1.
Legal Proceedings
None
Item 2.
Changes in Securities and Use of Proceeds
None
Item 3.
Defaults Upon Senior Securities:
None
Item 4.
Submission of Matters to a Vote of Security Holders:
None
Item 5.
Other Information:
None
Item 6.
Exhibits and Reports on Form 8-K.
(a)
Exhibits
31.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 Or 15d-14 of the Securities Exchange Act of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(a)
Reports on Form 8-K:
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 5, 2008
Transglobal Mining Corp.
By:
/s/Scott Elgood
Scott Elgood, President
(Principal Executive Officer,
Principal Financial Officer, and