VNUE, Inc. - Quarter Report: 2011 August (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 August 31, 2011
[  ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from		To

 

	BUCKINGHAM EXPLORATION INC.
(Exact name of registrant as specified in its charter)
Nevada		98-054-3851
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)

 

 

 

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company þ

 

 

 

 

 

PART I – FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4.	CONTROL AND PROCEDURES	7
PART II – OTHER INFORMATION		8
ITEM 1.	LEGAL PROCEEDINGS	8
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	8
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	9
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	9
ITEM 5.	OTHER INFORMATION	9
ITEM 6.	EXHIBITS	9

 

 

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Consolidated Balance Sheets (Unaudited)	F–1
Consolidated Statements of Operations (Unaudited)	F–2
Consolidated Statements of Cash Flows (Unaudited)	F–3
Notes to (Unaudited) Consolidated Financial Statements	F–4

 

 

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		August 31,				May 31,
		2011				2011
ASSETS
Current Assets
	Cash	$	5,681			$	64,753
	Other receivables		4,772				3,429
	Prepaid expense		1,533				1,549
Total Current Assets			11,986				69,731
	Property and Equipment, net accumulated depreciation		1,128				1,297
Total Assets		$	13,114			$	71,028
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
	Accounts payable	$	29,151			$	26,134
	Accounts payable – related party		106,000				104,000
	Accrued liabilities		2,045				1,774
Total Current Liabilities			137,196				131,908
Stockholders’ Deficit
Preferred Stock, 20,000,000 shares authorized, $0.0001 par value,
	None issued and outstanding		–				–
Common Stock, 300,000,000 shares authorized, $0.0001 par value
	56,751,936 shares issued and outstanding		5,675				5,675
Additional Paid-in Capital			7,533,695				7,533,695
Deficit Accumulated During the Exploration Stage			(7,663,452	)			(7,600,250	)
Total Stockholders’ Deficit			(124,082	)			(60,880	)
Total Liabilities and Stockholders’ Deficit		$	13,114			$	71,028

 

 

 

		For the				For the				Accumulated from
		Three Months				Three Months				April 4, 2006
		Ended				Ended				(Date of Inception)
		August 31,				August 31,				to August 31,
		2011				2010				2011
Expenses
	General and administrative	$	45,190			$	31,830			$	1,896,042
	Exploration mineral property costs		–				–				21,531
	Professional fees		18,012				90,399				635,426
Total Expenses			63,202				122,229				2,552,999
Net Loss Before Other Expenses			(63,202	)			(122,229	)			(2,552,999	)
Other Income (Expenses)
	Interest income		–				–				2,276
	Miscellaneous income		–				–				1,467
	Interest expense		–				–				(59,588	)
	Accretion of convertible debenture discount		–				–				(31,396	)
	Gain on disposal of property and equipment		–				–				7,277
Total Other Income (Expenses)			–				–				(79,964	)
Net Loss From Continuing Operations			(63,202	)			(122,229	)			(2,632,963	)
Results from discontinued operations			–				–				(5,030,489	)
Net Loss		$	(63,202	)		$	(122,229	)		$	(7,663,452	)
Net Loss Per Share – Basic and Diluted		$	–			$	–
Net Loss Before Discontinued Operations		$	(0.00	)		$	(1.08	)
Discontinued Operations		$	(0.00	)		$	(0.00	)
Net Loss		$	(0.00	)		$	(1.08	)
Weighted Average Shares Outstanding			56,751,936				113,526

 

 

 

			For the				For the				Accumulated from
			Three Months				Three Months				April 4, 2006
			Ended				Ended				(Date of Inception)
			August 31,				August 31,				to August 31,
			2011				2010				2011
Operating Activities
Net loss			$	(63,202	)		$	(122,229	)		$	(7,663,452	)
Adjustments to reconcile net loss to net cash used in      operating activities
	Accretion of convertible debenture discount			–				–				31,396
	Amortization			169				169				902
	Common shares issued for services			–				–				32,000
	Shares issued for mineral property costs			–				–				2,301,100
	Impairment of mineral property costs			–				–				2,230,125
	Stock-based compensation			–				–				576,120
	Gain on disposal of property and equipment			–				–				(7,277	)
	Loss from discontinued operations			–				–				37,785
Changes in operating assets and liabilities
	Accounts payable and accrued liabilities			3,288				105,213				366,872
	Other receivables			(1,343	)			(6,211	)			(7,060	)
	Prepaid expenses			16				–				(2,576	)
	Due to related parties			2,000				19,854				(96,229	)
Net Cash Used in Operating Activities				(59,072	)			(3,204	)			(2,200,294	)
Investing Activities
	Acquisition of mineral properties			–				–				(2,230,125	)
	Acquisition of property and equipment			–				–				(86,763	)
	Proceeds from disposition of subsidiaries			–				–				32,970
	Proceeds from disposal of property and equipment			–				–				24,777
	Proceeds from disposal of property and equipment in      discontinued operations			–				–				12,496
Net Cash Used in Investing Activities				–				–				(2,246,645	)
Financing Activities
	Advances from related parties			–				12,918				196,671
	Repayments to related parties			–				(10,146	)			(59,026	)
	Proceeds from notes payable			–				–				61,694
	Repayment of note payable			–				(828	)			(73,362	)
	Proceeds from loans payable			–				–				387,218
	Repayment of loans payable			–				–				(25,000	)
	Proceeds from the issuance of common stock			–				–				4,161,575
	Proceeds from common stock subscription			–				–				10,350
	Share issuance costs			–				–				(207,500	)
Net Cash Provided by Financing Activities				–				1,944				4,452,620
Increase (Decrease) In Cash				(59,072	)			(1,260	)			5,681
Cash - Beginning of Period				64,753				2,194				–
Cash – End of Period			$	5,681			$	934			$	5,681
Non-Cash Investing and Financing Activities:
	Convertible debt issued to settle loans payable		$	–			$	–			$	350,000
	Convertible debt issued to settle related party advances		$	–			$	–			$	150,000
	Common stock issued for mineral property acquisitions		$	–			$	–			$	2,201,100
	Common stock issued for finder’s fee		$	–			$	–			$	100,000
	Common stock issued for services		$	–			$	–			$	172,000
	Disposal of property and equipment for debt settlement		$	–			$	–			$	16,952
	Conversion of debt to stock		$	–			$	–			$	66,332
	Issuance of stock for settlement of accrued interest		$	–			$	23,674			$	477,661
Supplemental Disclosures
	Interest paid		$	–			$	–			$	21,897
	Income tax paid		$	–			$	–			$	–

 

 

1.		Nature of Operations and Continuance of Business
		Buckingham Exploration Inc. (the “Company”) was incorporated in the State of Nevada on April 4, 2006. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the acquisition and exploration of mineral properties.
		On August 9, 2010, the Company incorporated 0887717 B.C. Ltd., a wholly-owned subsidiary in British Columbia, Canada.
2.		Going Concern
		These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has not paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at August 31, 2011, the Company has a working capital deficit of $125,210 and an accumulated deficit of $7,663,452. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
		As at August 31, 2011, the Company had $5,681 cash in the bank. The Company requires a minimum of $200,000 to proceed with their plan of operations over the next twelve months. If they achieve less than the full amount of financing that they require they will scale back planned exploration activities and day to day operations in order to reduce exploration expenses and general and administrative expenses to a level appropriate to the financial resources available. There can be no assurance that the Company will be able to raise sufficient funds to pay the expected operating expenses for the next twelve months.

3.		Interim Financial Statements
		The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended May 31, 2011, included in the Company’s Annual Report on Form 10-K filed on August 29, 2011 with the SEC.
		The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at August 31, 2011, and the results of its operations and cash flows for the three months ended August 31, 2011 and 2010. The results of operations for the three months ended August 31, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year.
		Certain prior year amounts have been reclassified to conform to current year presentation.

4.		Related Party Transactions and Balances
		a)		Included in accounts payable-related party at August 31, 2011, is $98,000 (May 31, 2011 - $104,000), which is due to the President of the Company, representing unpaid management fees. These amounts are unsecured, non-interest bearing and have no repayment terms.
		b)		Included in accounts payable-related party at August 31, 2011, is $8,000 (May 31, 2011 - $Nil), which is due to a director of the Company, representing unpaid consulting fees. These amounts are unsecured, non-interest bearing and have no repayment terms.

5.		Commitments
		The Company has agreed to pay the President of the Company a monthly fee of $8,000 for management services.

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.		Certain entity level controls establishing a “tone at the top” were considered material weaknesses. There are no segregation of duties due to the small size of the Company. The Company has a sole officer/director and does not have a majority of independent directors on its board or audit committee. The Company has no policy on fraud and no code of ethics at this time.
2.		All cash management is conducted by our sole officer, with may result in misappropriation of funds.
3.		The lack of independent directors exercising an oversight role increases the risk of management override and potential fraud.
4.		The Company is in the development stage with limited resources and limited monitoring of internal control and assessment of risk is conducted.

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit		Exhibit
Number		Description
31.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

		Buckingham Exploration Inc.
		/s/ C. Robin Relph
Date: September 19, 2011		C. Robin Relph
		President and Chief Executive Officer