UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2010
Commission File Number 333-162168
SAGUARO RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
71 The Mead
Darlington, County Durham DL1 1EU
United Kingdom
(Address of principal executive offices, including zip code)
Telephone 011-44-7758-243888 Facsimile 011-44-7006-050347
(Telephone number, including area code)
Robert Weaver, Attorney at Law
721 Devon Court
San Diego, CA 92109
Telephone (858)488-4433 Facsimile (858)997-2124
(Name, address and telephone number of agent for service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 last 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 [ ]
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 definitions of "large accelerated filer, "accelerated filer,"
"non-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]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,500,000 shares as of February 8,
2011
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the three and six month
periods ended December 31, 2010, prepared by the company, immediately follow.
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Saguaro Resources, Inc.
(A Development Stage Enterprise)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
December 31, June 30,
2010 2010
-------- --------
(UNAUDITED) (AUDITED)
ASSETS
CURRENT ASSETS
Cash $ 9 $ 5,944
-------- --------
TOTAL CURRENT ASSETS 9 5,944
-------- --------
TOTAL ASSETS $ 9 $ 5,944
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Advances from Officers 9,905 8,245
-------- --------
TOTAL CURRENT LIABILITIES 9,905 8,245
TOTAL LIABILITIES 9,905 8,245
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.0001 par value, 100,000,000 shares
authorized; 4,500,000 shares issued and outstanding
as of December 31, 2010 and June 30, 2010 450 450
Additional paid-in capital 32,050 32,050
Deficit accumulated during development stage (42,396) (34,801)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (9,896) (2,301)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 9 $ 5,944
======== ========
See Notes to Financial Statements
3
Saguaro Resources, Inc.
(A Development Stage Enterprise)
Statement of Operations (Unaudited)
--------------------------------------------------------------------------------
February 29, 2008
Three Months Three Months Six Months Six Months (inception)
Ended Ended Ended Ended through
December 31, December 31, December 31, December 31, December 31,
2010 2009 2010 2009 2010
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
GENERAL & ADMINISTRATIVE EXPENSES 2,595 2,680 7,595 9,275 26,896
---------- ---------- ---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (2,595) (2,680) (7,595) (9,275) (26,896)
---------- ---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE)
Impairement of mining rights -- -- -- -- (7,000)
Exploration costs - Phase 1 -- -- -- -- (8,500)
---------- ---------- ---------- ---------- ----------
TOTAL OTHER INCOME (EXPENSE) -- -- -- -- (15,500)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (2,595) $ (2,680) $ (7,595) $ (9,275) $ (42,396)
========== ========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 4,500,000 4,500,000 4,500,000 4,500,000
========== ========== ========== ==========
See Notes to Financial Statements
4
Saguaro Resources, Inc.
(A Development Stage Enterprise)
Statements of changes in Shareholders' Equity (Deficit)
--------------------------------------------------------------------------------
Deficit
Common Stock Additional During
------------------- Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
BALANCE, FEBRUARY 29, 2008 (INCEPTION) -- $ -- $ -- $ -- $ --
Commn stock issued, June 16, 2008 at $.005
per share 2,500,000 250 12,250 -- 12,500
Loss for the period beginning February 29, 2008
(inception) to June 30, 2008 (7,000) (7,000)
---------- ------ -------- --------- --------
BALANCE, JUNE 30, 2008 (AUDITED) 2,500,000 250 12,250 (7,000) 5,500
========== ====== ======== ========= ========
Loss for the fiscal year ended June 30, 2009 (3,825) (3,825)
---------- ------ -------- --------- --------
BALANCE, JUNE 30, 2009 (AUDITED) 2,500,000 250 12,250 (10,825) 1,675
========== ====== ======== ========= ========
Common stock issued, January 11, 2010 at
$0.01 per share 2,000,000 200 19,800 20,000
Loss for the fiscal year ended June 30, 2010 (23,976) (23,976)
---------- ------ -------- --------- --------
BALANCE, JUNE 30, 2010 (AUDITED) 4,500,000 450 32,050 (34,801) (2,301)
========== ====== ======== ========= ========
Loss for the six months ended December 31, 2010 (7,595) (7,595)
---------- ------ -------- --------- --------
BALANCE, DECEMBER 31, 2010 (UNAUDITED) 4,500,000 $ 450 $ 32,050 $ (42,396) $ (9,896)
========== ====== ======== ========= ========
See Notes to Financial Statements
5
Saguaro Resources, Inc.
(A Development Stage Enterprise)
Statement of Cash Flows (Unaudited)
--------------------------------------------------------------------------------
February 29, 2008
Six Months Six Months (inception)
Ended Ended through
December 31, December 31, December 31,
2010 2009 2010
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (7,595) $ (9,275) $(42,396)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase(Decrease) in Accounts payable and accrued liabilities -- 4,995 --
Increase(Decrease) in Advance from Officers 1,660 -- 9,905
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES (5,935) (4,280) (32,491)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 450
Additional paid-in capital -- -- 32,050
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 32,500
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (5,935) (4,280) 9
CASH AT BEGINNING OF THE PERIOD 5,944 4,925 --
-------- -------- --------
CASH AT END OF THE PERIOD $ 9 $ 645 $ 9
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
6
Saguaro Resources, Inc.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2010
--------------------------------------------------------------------------------
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Saguaro Resources, Inc. (the "Company") was incorporated on February 29, 2008
under the laws of the State of Delaware. The Company's activities to date have
been limited to organization and capital. The Company has been in the
exploration stage since its formation and has not yet realized any revenues from
its planned operations.
The Company is primarily engaged in the acquisition and exploration of mining
properties. The Company has acquired Sky 1-4 mineral claims in the Lida
Quadrangle Area, Esmeralda County, NV for exploration and has formulated a
business plan to investigate the possibilities of a viable mineral deposit.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenue and expenses using the accrual method of accounting
for financial and tax reporting purposes.
ACCOUNTING YEAR-END
Company adopted June 30 for its fiscal year end.
INTERIM FINANCIAL STATEMENTS
The accompanying interim unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 8 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In our opinion, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six month period ended December 31, 2010 are not
necessarily indicative of the results that may be expected for the year ending
June 30, 2011. For further information, refer to the financial statements and
footnotes thereto included in our Form 10-K Report for the fiscal year ended
June 30, 2010
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
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MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS
The Company expenses all costs related to the acquisition and exploration of
mineral properties in which it has secured exploration rights prior to
establishment of proven and probably reserves. To date, the Company has not
established the commercial feasibility of any exploration prospects; therefore,
all costs are being expensed.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization, when appropriate, using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated
Depreciation is removed from the appropriate accounts and the resultant gain or
loss is included in net income.
INCOME TAXES
The Company accounts for its income taxes in accordance with Codifications topic
740. "Income Taxes" which requires an asset and liability approach for the
financial accounting and reporting of income taxes. Under topic 740, a liability
method is used whereby deferred tax assets and liabilities are determined based
on temporary differences between basis used for financial reporting and income
tax reporting purposes. Income taxes are provided based on tax rates in effect
at the time such temporary differences are expected to reverse. A valuation
allowance is provided for certain deferred tax assets if it is more likely than
not, that the Company will not realize the tax assets through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 825, "Disclosures about Fair Value of Financial Instruments", requires the
Company to disclose, when reasonably attainable, the fair market values of its
assets and liabilities which are deemed to be financial instruments. The
Company's financial instruments consist primarily of cash and certain
investments.
INVESTMENTS
Investments that are purchased in other companies are valued at cost less any
impairment in the value that is other than temporary in nature.
8
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.
NOTE 3 - PROVISION FOR INCOME TAXES
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and
carry-forwards are expected to be available to reduce taxable income. As the
achievement of required future taxable income is uncertain, the Company recorded
a valuation allowance.
As of December 31, 2010
-----------------------
Gross deferred tax assets $ 14,839
Valuation allowance $(14,839)
--------
$ 0
Net deferred tax assets ========
NOTE 4 - COMMITMENTS AND CONTINGENCIES
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 29, 2010, the Company entered into a Share Exchange Agreement (the
"Exchange Agreement") by and among the Company, InspireMD Ltd., a company
incorporated under the laws of the State of Israel ("InspireMD"), and
shareholders of InspireMD that are signatory thereto (the "Shareholders"). Upon
closing of the transactions contemplated under the Exchange Agreement (the
"Share Exchange"), the Shareholders have agreed to transfer all of the ordinary
shares of InspireMD held by them (the "Company Shares") for at least 6.67 newly
issued shares of common stock, par value $0.0001 per share, of the Company (the
"Registrant Stock"). Additional shareholders of InspireMD may agree to
participate in the Share Exchange by executing a joinder to the Exchange
Agreement, and upon doing so, shall be deemed to be "Shareholders" for the
purposes of the Exchange Agreement. The final exchange ratio will be agreed upon
by the Company and InspireMD at the time of the closing of the Share Exchange.
In connection with the Share Exchange, each holder of options and warrants to
purchase Company Shares will exchange such InspireMD options and warrants for
options and warrants to purchase shares of common stock of the Company. The
terms of the Company stock options and warrants to be issued in the Share
Exchange will be substantially similar to the terms of InspireMD stock options
and warrants outstanding prior to such Share Exchange, except that exercise
price and number of shares issuable upon exercise thereof will be proportionally
adjusted to reflect the exchange ratio in the Share Exchange.
9
Upon the closing of the Share Exchange, the Company's sole officer and director
will resign, and InspireMD will appoint new directors to the Company's Board of
Directors. Simultaneously with the Share Exchange, the Company will appoint the
previous officers of InspireMD as the new officers of the Company. In addition
upon the closing of the Share Exchange, the Company's sole line of business
shall be the business of InspireMD.
The closing of the Share Exchange is subject to the satisfaction of certain
customary closing conditions set forth in the Exchange Agreement.
In addition to the customary closing conditions set forth in the Exchange
Agreement, the obligations of the Shareholders and InspireMD to consummate the
transactions contemplated in the Exchange Agreement are conditioned upon the
fulfillment of the following additional closing conditions, any of which may be
waived by the Shareholders and InspireMD in writing:
* Investors irrevocably (i) committing to purchase such number of shares
of Registrant Stock, on terms acceptable to InspireMD that would
result in aggregate net proceeds to the Company of at least $7,500,000
(the "Private Placement") (excluding (i) all fees payable to brokers
and any other third party, including InspireMD's legal counsel in
connection with the Private Placement and the Transactions (as defined
in the Exchange Agreement); and (ii) the conversion of the Convertible
Debentures (as defined in the Exchange Agreement) in the aggregate
original principal amount of $1,580,000, together with any interest
accrued thereon), and such funds shall have been placed in escrow to
be automatically released into the Company's bank account upon
consummation of the Transactions;
* The Shareholders of InspireMD and/or InspireMD shall have received a
favorable Israeli tax pre-ruling to their full satisfaction providing
that the consummation of the Private Placement and the Share Exchange
shall constitute a deferred tax event for InspireMD and the
Shareholders and shall not obligate them to pay any tax amounts prior
to receiving actual funds resulting from the sale of the Registrant
Stock received by such Shareholders in exchange for their Company
Shares;
* Shareholders holding at least 80% of the Company Shares shall have
executed and delivered the Exchange Agreement and, at the closing (as
defined in the Exchange Agreement), shall exchange their Company
Shares for Registrant Stock pursuant to the terms set forth on the
Exchange Agreement; and
* Immediately prior to the closing, the Company shall have 5,500,000
shares of Registrant Stock issued and outstanding held by stockholders
acceptable to InspireMD and no other securities, options, warrants or
securities, obligations or instruments that are convertible or
exercisable into (i) any securities of the Company or (ii) securities
or instruments convertible or exercisable into securities of the
Company, shall be outstanding. In addition, 1,500,000 of these shares
of Registrant Stock shall have been deposited into an escrow account,
with the holders of such shares entering into an escrow agreement with
the Company pursuant to which they shall agree to the forfeiture and
10
cancellation of such shares should the Company (i) record at least $10
million in revenue (on a consolidated basis), as certified by its
independent auditors, during the twelve (12) month period following
the closing, and (ii) fail, after a good faith effort, to secure a
listing on the Nasdaq Capital Market, Nasdaq global Market or Nasdaq
global Select Market within twelve (12) months following the closing.
In addition to the customary closing conditions set forth in the Exchange
Agreement, the obligations of the Company to consummate the transactions
contemplated in the Exchange Agreement are conditioned upon the fulfillment of
the following additional closing condition, which may be waived by Registrant in
writing:
* Shareholders holding at least 80% of the Company Shares shall have
executed and delivered the Exchange Agreement and, at the closing,
shall exchange their Company Shares for Registrant Stock pursuant to
the terms set forth in the Exchange Agreement.
LITIGATION
The Company is not presently involved in any litigation.
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.
NOTE 6 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.
The financial statements of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of $
42,396 since its inception and requires capital for its contemplated operational
and marketing activities to take place. The Company's ability to raise
additional capital through the future issuances of common stock is unknown.
While the Company has entered into the Share Exchange Agreement there can be no
assurance that the transactions contemplated therein will be consummated. The
obtainment of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements of the Company do not include any adjustments that may result from
the outcome of these aforementioned uncertainties.
11
NOTE 7 - RELATED PARTY TRANSACTIONS
Lynn Briggs, the sole officer and director of the Company may, in the future,
become involved in other business opportunities as they 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 conflicts.
Lynn Briggs, the sole officer and director of the Company, will not be paid for
any underwriting services that she performs on behalf of the Company with
respect to the Company's upcoming S-1 offering. She will also not receive any
interest on any funds that she advances to the Company for offering expenses
prior to the offering being closed which will be repaid from the proceeds of the
offering.
As of December 31, 2010, the Company owes $ 9,905 to a sole officer of the
Company. The indebtness has no fixed maturity and carries no interest.
NOTE 8 - STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of Statement of Financial Accounting Standards 123. Transactions
with employees' stock issuance are in accordance with paragraphs (16-44) of
Statement of Financial Accounting Standards 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
On June 16, 2008, the Company issued a total of 2,500,000 shares of common stock
to one director for cash in the amount of $0.005 per share for a total of
$12,500
On January 11, 2010, the Company issued a total of 2,000,000 shares of common
stock in the amount of $0.01 per share for a total of $20,000
As of December 31, 2010 and June 30, 2010, the Company had 4,500,000 shares of
common stock issued and outstanding respectively.
NOTE 9 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of December 31, 2010 and June 30, 2010:
Common stock, $ 0.0001 par value: 100,000,000 shares authorized; 4,500,000
shares issued and outstanding respectively.
NOTE 10 - MINERAL CLAIMS
On June 20, 2008, the Company acquired a 100% interest in the Sky 1-4 Mineral
Claims located in the Lida Quadrangle Area, Esmeralda County, Nevada. No proven
or probable reserves on the property have been established. The cost of the
Mineral Rights was impaired 100% as of June 30, 2008.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements, made in connection with this Form 10-Q
that are attributable to us or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
The safe harbors of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(D) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbors set forth under
the Reform Act are unavailable to us.
BUSINESS
Saguaro Resources, Inc. was incorporated in the State of Delaware on February
29, 2008 to engage in the acquisition, exploration and development of natural
resource properties. We intend to use the net proceeds from our offering,
pursuant to a registration statement filed with the U.S. Securities and Exchange
Commission, to develop our business operations. We are an exploration stage
company with no revenues and a limited operating history. The principal
executive offices are located at 71 The Mead, Darlington, County Durham, DL1
1EU, United Kingdom. The telephone number is 011 44 7758243888.
We currently own a 100% undivided interest in a mineral property, the Sky 1-4
Mineral Claims (known as the "Sky Property"). The Sky Property consists of an
area of 82.64 acres located in the Lida Quadrangle, Esmeralda County, Nevada.
Title to the Sky Property is held by Saguaro Resources, Inc. We carried out
exploration on the Sky Property, however; the Phase 1 data rendered poor
results. It is not likely that further study of the claim will yield any better
result. Management, with the prime objective of maximizing shareholder value, is
considering the options of obtaining additional funds to seek additional claims
for exploration or an outright sale of the company in the event that the
transactions contemplated under the Share Exchange Agreement are not
consummated.
13
We have not earned any revenues to date and we do not anticipate earning
revenues until such time as we enter into commercial production of our mineral
property. We are presently in the exploration stage of our business and we can
provide no assurance that we will discover commercially exploitable levels of
mineral resources.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date. We
incurred operating expenses of $2,595 and $2,680 for the three months ended
December 31, 2010 and 2009, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business and the preparation and filing of our required reports with the U.S.
Securities and Exchange Commission.
We incurred operating expenses of $7,595 and $9,275 for the six months ended
December 31, 2010 and 2009, respectively. These expenses consisted of general
operating expenses incurred in connection with the day to day operation of our
business and the preparation and filing of our required reports with the U.S.
Securities and Exchange Commission.
Our net loss from inception (February 29, 2008) through December 31, 2010 was
$42,396.
GOING CONCERN
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. Future
issuances of the Company's equity or debt securities will be required in order
for the Company to continue to finance its operations and continue as a going
concern. The Company's present revenues are insufficient to meet operating
expenses.
The financial statement of the Company have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net losses of
$42,396 since its inception and requires capital for its contemplated
operational activities to take place. The Company's ability to raise additional
capital through the future issuances of common stock is unknown. While the
Company has entered into the Share Exchange Agreement there can be no assurance
that the transactions contemplated therein will be consummated. The obtainment
of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern. The financial
statements of the Company do not include any adjustments that may result from
the outcome of these aforementioned uncertainties.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at December 31, 2010 was $9 with $9,905 in outstanding
liabilities consisting of a note payable to our officer and director for funds
she has loaned the company. The indebtedness has no fixed maturity and carries
14
no interest. We received funding of $20,000 from the offering of registered
shares pursuant to a registration statement on Form S-1 filed with the SEC under
file number 333-162168 which became effective on January 7, 2010. On January 11,
2010, the Company issued a total of 2,000,000 shares of common stock to 25
individuals for cash in the amount of $.01 per share for a total of $20,000 to
complete the S-1 offering.
PLAN OF OPERATION
The Phase 1 data of our mining claims rendered poor and management is
considering the options of obtaining additional funds to seek additional claims
for exploration or an outright sale of the company.
If we continue on the present course, total expenditures over the next 12 months
are expected to be approximately $7,500. If we experience a shortage of funds
prior to funding during the next 12 months, we may utilize funds from our
director, who has informally agreed to advance funds to allow us to pay for
operation expenses, however, she has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company.
If we consummate the exchange agreement we recently entered into, our operations
will be materially changed.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 29, 2010, the Company entered into a Share Exchange Agreement (the
"Exchange Agreement") by and among the Company, InspireMD Ltd., a company
incorporated under the laws of the State of Israel ("InspireMD"), and
shareholders of InspireMD that are signatory thereto (the "Shareholders"). Upon
closing of the transactions contemplated under the Exchange Agreement (the
"Share Exchange"), the Shareholders have agreed to transfer all of the ordinary
shares of InspireMD held by them (the "Company Shares") for at least 6.67 newly
issued shares of common stock, par value $0.0001 per share, of the Company (the
"Registrant Stock"). Additional shareholders of InspireMD may agree to
participate in the Share Exchange by executing a joinder to the Exchange
Agreement, and upon doing so, shall be deemed to be "Shareholders" for the
purposes of the Exchange Agreement. The final exchange ratio will be agreed upon
by the Company and InspireMD at the time of the closing of the Share Exchange.
In connection with the Share Exchange, each holder of options and warrants to
purchase Company Shares will exchange such InspireMD options and warrants for
options and warrants to purchase shares of common stock of the Company. The
terms of the Company stock options and warrants to be issued in the Share
Exchange will be substantially similar to the terms of InspireMD stock options
and warrants outstanding prior to such Share Exchange, except that exercise
price and number of shares issuable upon exercise thereof will be proportionally
adjusted to reflect the exchange ratio in the Share Exchange.
Upon the closing of the Share Exchange, the Company's sole officer and director
will resign, and InspireMD will appoint new directors to the Company's Board of
Directors. Simultaneously with the Share Exchange, the Company will appoint the
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previous officers of InspireMD as the new officers of the Company. In addition
upon the closing of the Share Exchange, the Company's sole line of business
shall be the business of InspireMD.
The closing of the Share Exchange is subject to the satisfaction of certain
customary closing conditions set forth in the Exchange Agreement.
In addition to the customary closing conditions set forth in the Exchange
Agreement, the obligations of the Shareholders and InspireMD to consummate the
transactions contemplated in the Exchange Agreement are conditioned upon the
fulfillment of the following additional closing conditions, any of which may be
waived by the Shareholders and InspireMD in writing:
* Investors irrevocably (i) committing to purchase such number of shares
of Registrant Stock, on terms acceptable to InspireMD, that would
result in aggregate net proceeds to the Company of at least $7,500,000
(the "Private Placement") (excluding (i) all fees payable to brokers
and any other third party, including InspireMD's legal counsel in
connection with the Private Placement and the Transactions (as defined
in the Exchange Agreement); and (ii) the conversion of the Convertible
Debentures (as defined in the Exchange Agreement) in the aggregate
original principal amount of $1,580,000, together with any interest
accrued thereon), and such funds shall have been placed in escrow to
be automatically released into the Company bank account upon
consummation of the Transactions;
* The Shareholders of InspireMD and/or InspireMD shall have received a
favorable Israeli tax pre-ruling to their full satisfaction providing
that the consummation of the Private Placement and the Share Exchange
shall constitute a deferred tax event for InspireMD and the
Shareholders and shall not obligate them to pay any tax amounts prior
to receiving actual funds resulting from the sale of the Registrant
Stock received by such Shareholders in exchange for their Company
Shares;
* Shareholders holding at least 80% of the Company Shares shall have
executed and delivered the Exchange Agreement and, at the closing (as
defined in the Exchange Agreement), shall exchange their Company
Shares for Registrant Stock pursuant to the terms set forth on the
Exchange Agreement; and
* Immediately prior to the closing, the Company shall have 5,500,000
shares of Registrant Stock issued and outstanding held by stockholders
acceptable to InspireMD and no other securities, options, warrants or
securities, obligations or instruments that are convertible or
exercisable into (i) any securities of the Company or (ii) securities
or instruments convertible or exercisable into securities of the
Company, shall be outstanding. In addition, 1,500,000 of these shares
of Registrant Stock shall have been deposited into an escrow account,
with the holders of such shares entering into an escrow agreement with
the Company pursuant to which they shall agree to the forfeiture and
cancellation of such shares should the Company (i) record at least $10
million in revenue (on a consolidated basis), as certified by its
independent auditors, during the twelve (12) month period following
the closing, and (ii) fail, after a good faith effort, to secure a
listing on the Nasdaq Capital Market, Nasdaq global Market or Nasdaq
global Select Market within twelve (12) months following the closing.
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In addition to the customary closing conditions set forth in the Exchange
Agreement, the obligations of the Company to consummate the transactions
contemplated in the Exchange Agreement are conditioned upon the fulfillment of
the following additional closing condition, which may be waived by Registrant in
writing:
* Shareholders holding at least 80% of the Company Shares shall have
executed and delivered the Exchange Agreement and, at the closing,
shall exchange their Company Shares for Registrant Stock pursuant to
the terms set forth in the Exchange Agreement.
The foregoing is not a complete summary of the terms of the transaction
described in this Item 1.01 and reference is made to the complete text of the
Exchange Agreement attached as Exhibit 10.1 to the Report on Form 8-K as filed
with the Securities and Exchange Commission on January 5, 2011.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
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respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of December 31, 2010 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of December 31, 2010.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
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Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our registration statement on
form S-1, filed under SEC File Number 333-162168, at the U.S. Securities and
Exchange Commission's website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
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SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
February 8, 2011 Saguaro Resources, Inc., Registrant
By: /s/ Lynn Briggs
--------------------------------------------------
Lynn Briggs, President and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
February 8, 2011 Saguaro Resources, Inc., Registrant
By: /s/ Lynn Briggs
--------------------------------------------------
Lynn Briggs, President, Secretary and Treasurer
Chief Financial Officer (Principal Executive
Officer and Principal Accounting Officer)
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