Annual Financial Report

GMR GLOBAL MINERAL RESOURCES CORP.: GXG FIRST QUOTE MARKET ANNOUNCEMENT - 2013 AUDITED FINANCIALS Date: September 02, 2013 As part of its continued compliance with the GXG First Quote Market, GMR Global Mineral Resources Corp. has prepared the following announcement, which includes extracts from its audited financial statements as at January 31, 2013. I hereby confirm that to the best of my knowledge, the information appearing within this announcement is true and valid of GMR Global Mineral Resources Corp. Sincerely, Avi Amar Director GMR Global Mineral Resources Corp. GMR Global Mineral Resources Corp. (An Exploration Stage Enterprise) Financial Statements As of and for the Years Ended January 31, 2013 and 2012 And Report of Independent Public Accounting Firm GMR Global Mineral Resources Corp. (An Exploration Stage Enterprise) Index to Financial Statements January 31, 2013 and 2012 Report of Independent Public Accounting Firm ..................1 Financial Statements: Balance Sheets ................................. 2 Statements of Comprehensive Loss.............................. 3 Statements of Changes in Shareholders' Equity................. 4 Statements of Cash Flows ................................. 5 Notes to Financial Statements ................................ 6 875 N Michigan Ave Suite 3100 Chicago, IL 60611 USA (312) 752-5426 www.gregoryscottinternational.com REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of GMR Global Mineral Resources Corp.: Report on the Financial Statements We have audited the financial statements of GMR Global Mineral Resources Corp., (an exploration stage enterprise) are comprised of the balance sheet as at January 31, 2013 and 2012, and the related statements of comprehensive loss, changes in shareholders' equity, and cash flows for each of the years then ended, and a summary of significant accounting policies and other explanatory notes. Management's Responsibility for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards ("IFRS") and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the accompanying financial statements give a true and fair view of the financial position of GMR Global Mineral Resources Corp. as at January 31, 2013 and 2012, and of their financial performance and cash flows for each of the years then ended in accordance with IFRS. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the accompanying financial statements, the Company is dependent on generating revenue and obtaining outside sources of financing for the continuation of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Chicago, Illinois USA March 20, 2013 Balance Sheets As of January 31, 2013 and 2012 Assets Note 2013 2012 Non-current assets Intangible assets - mineral rights 6 $ 4,400,000 $ 4,400,000 Other assets 3 32,000 15,000 Total non-current assets $ 4,432,000 $ 4,415,000 Current assets Cash and cash equivalents 3 75,584 202,451 Due from affiliates 3 112,169 153,937 Total current assets $ 187,753 $ 356,388 Total assets $ 4,619,753 $ 4,771,388 Shareholders' Equity and Liabilities Shareholders' equity Common stock 7 $ 2,210,900 $ 2,210,900 Additional paid-in capital 7 - - Accumulated deficit 7 (315,597) (163,962) Total shareholders' equity $ 1,895,303 $ 2,046,938 Long-term liabilities Common stock payable - related party $ 1,300,000 $ 1,300,000 Notes payable - related party 8 1,424,450 1,424,450 Total long-term liabilities $ 2,724,450 $ 2,724,450 Total liabilities $ 2,724,450 $ 2,724,450 Total shareholders' equity and liabilities $ 4,619,753 $ 4,771,388 Statements of Comprehensive Loss For the Years Ended January 31, 2013 and 2012 Note 2013 2012 Revenue Sales 3 $ - $ - Total revenue $ - $ - Operating expenses Consulting 71,632 41,537 Dues and fees 20,449 12,494 Rent 17,210 10,427 Travel 8,317 6,756 General and administrative 34,027 18,451 Total operating expenses 3 $ 151,635 $ 89,665 Loss from operations $ 151,635 $ 89,665 Income tax expense 3 - - Net loss $ 151,635 $ 89,665 Other comprehensive income 2 $ - $ - Total comprehensive loss $ 151,635 $ 89,665 Loss per share - Basic and diluted $ 0.0075 $ 0.0044 Weighted average number of common shares - Basic and diluted 20,200,902 20,200,902 Statements of Changes in Shareholders' Equity For the Years Ended January 31, 2013 and 2012 Additional Common Stock Paid-in Accumulated Shares Amount Capital Deficit Total Balance at February 1, 2011 20,200,902 $ 2,210,900 $ - $ (74,297) $ 2,136,603 Net loss for the year ended January 31, 2012 - - - (89,665) (89,665) Balance at January 31, 2012 20,200,902 $ 2,210,900 $ - $ (163,962) $ 2,046,938 Net loss for the year ended January 31, 2013 - - - (151,635) (151,635) Balance at January 31, 2013 20,200,902 $ 2,210,900 $ - $ (315,597) $ 1,895,303 GMR Global Mineral Resources Corp. (An Exploration Stage Enterprise) Statements of Cash Flows For the Years Ended January 31, 2013 and 2012 Cash flow from operating activities 2013 2012 Net loss $ (151,635) $ (89,665) Adjustments to reconcile net loss to net cash used in operating activities: Change in due from affiliates 41,768 (27,334) Cash used in operating activities $ (109,867) $ (116,999) Cash flow from investing activities Increase in other asets $ (17,000) $ (15,000) Cash used in investing activities $ (17,000) $ (15,000) Proceeds from notes payable - related party $ - $ 324,450 Cash provided by financing activities $ - $ 324,450 Net change in cash and cash equivalents $ $ 192,451 (126,867) Cash and cash equivalents at beginning of the period $ 202,451 $ 10,000 Cash and cash equivalents at end of the period $ 75,584 $ 202,451 Interest paid $ - $ - Taxes paid $ - $ - Non-cash inve sting and financing activitie s: Intangible asset - mineral rights $ - $ 450,000 Common stock payable - related party $ - $ 200,000 Notes payable - related party $ - $ 250,000 Cash flow from financing activities Acquisition of mineral rights: 1. Nature of Operations GMR Global Mineral Resources Corp. ("GMR" or "the Company"), a Canadian company, was incorporated on April 4, 2010, in the province of British Columbia. GMR is a resource, exploration and development company that primarily redevelops past-producing gold and silver mining properties, with a focus on locations that were not fully exploited due to old technology or weak precious metal prices. By implementing modern exploration and extraction methods, GMR's strategy is to profitably revitalize these mines. GMR is a significant holder of mineral tenures in British Columbia, Canada, most of which are past-producing gold or silver properties. These mineral claims are situated in the Slocan Valley Mining District in southeastern B.C., the Zeballos Region of Vancouver Island, and in other regions of British Columbia, Canada. The Company is the legal and registered owner of a total of 800 hectares containing gold, and 104 hectares containing silver. Based on the Company's business plan, it is an exploration stage enterprise since planned principle mining operations have not yet commenced. Accordingly, the Company has prepared its financial statements in accordance with International Financial Reporting Standards ("IFRS") that apply to developing enterprises. The exploration stage began on April 4, 2010, when the Company was organized. Upon identification of commercially mineable reserves, the Company expects to actively prepare the site for its extraction and enter the development stage. 2. Going Concern The preparation of financial statements in accordance with IFRS contemplates that operations will be sustained for a reasonable period. The Company is in the exploration stage and is dependent on generating revenue and outside sources of financing for continuation of its operations. These conditions raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The company plans to improve its financial condition through raising capital and ultimately generating revenue. However, there is no assurance that the company will be successful in accomplishing this objective. Management believes that this plan provides an opportunity for the Company to continue as a going concern. We cannot give any assurances regarding the success of management's plans. Our financial statements do not include adjustments relating to the recoverability of recorded assets or liabilities that might be necessary should we be unable to continue as a going concern. 3. Summary of Significant Accounting Policies The principal accounting policies applied in the preparation of these financial statements are set out below. Basis of Preparation - The financial statements are presented in Canadian dollars in accordance with IFRS, using the historical cost convention except where otherwise noted. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that the estimates are reasonable. See Note 4 - Critical Accounting Estimates and Judgements. Intangible Assets: Mineral Rights - Purchased intangible assets are recorded at cost, where cost is the amount of cash or cash equivalents paid or the fair value of other consideration given to acquire an asset at the time of its acquisition. The cost of such an intangible asset is measured at fair value unless the exchange transaction lacks commercial substance or the fair value of neither the asset received nor the asset given up is reliably measurable. If the fair value of either the asset received or the asset given up can be measured reliably, then the fair value of the asset given up is used to measure cost unless the fair value of the asset received is more clearly evident. The Company capitalizes acquisition and annual renewal costs associated with mineral rights as intangible assets. The amount capitalized represents fair value at the time the mineral rights are acquired. Upon commencement of commercial production, the mineral rights will be amortized using the unit-of-production method over their expected useful life. Due from Affiliates - Due from affiliates represents amounts due to the Company as reimbursement for payments made on behalf of related entities for goods or services that have been acquired in the ordinary course of business from suppliers. Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid investments with original maturities of three months of less to be cash equivalents. Cash and cash equivalents are stated at cost which approximates fair value. Notes Payable - Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. Revenue and Associated Costs - The Company recognizes revenue when persuasive evidence of an arrangement exists, services are rendered, the sales price or fee is fixed or determinable, and collectability is reasonably assured. Costs associated with the production of revenues are expensed as incurred. Impairment of Non-Financial Assets - Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows, such as the mining property level. Income Taxes - The Company follows the asset and liability method of accounting for future income taxes. Under this method, future income tax assets and liabilities are recorded based on temporary differences between the carrying amount of assets and liabilities and their corresponding tax basis. In addition, the future benefits of income tax assets including unused tax losses, are recognized, subject to a valuation allowance to the extent that it is more likely than not that such future benefits will ultimately be realized. The Company has provided a 100% valuation allowance to its deferred tax assets associated with net operating losses, resulting in no net tax impact for any of the years presented. Future income tax assets and liabilities are measured using enacted tax rates and laws expected to apply when they are to be either settled or realized. The Company does not have any significant deferred tax asset or liabilities at January 31, 2012. The Company's effective tax rate approximates the Federal statutory rates. Other Comprehensive Income - Other comprehensive income represents the change in equity of an enterprise during a period from transactions from non-owner sources. The Company has no accounts or transactions that give rise to other comprehensive income. Loss Per Common Share - Basic loss per common share is calculated by dividing the net loss by the weighted average number of common shares outstanding during that period. Diluted loss per share is calculated by based on the treasury stock method, by dividing loss available to common shareholders, adjusted for the effects of dilutive convertible securities, by the weighted average number of common shares outstanding during the period and all additional common shares that would have been outstanding had all potential dilutive common share been issued. This method computes the number of additional shares by assuming all dilutive options are exercised. That the total number of shares is then reduced by the number of common shares assumed to be repurchased from the total of issuance proceeds, using the average market price of the Company's common shares for the period. There were no dilutive securities during the period presented in the accompanying financial statements. Segment Reporting - Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the steering committee that makes strategic decisions. The Company operates in one segment described in Note 1, consisting of its mining operations. Future Accounting Policy Changes In November 2009, the IASB issued IFRS 9 Financial Instruments as the first step in its project to replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification depends on an entity's business model and the contractual cash flow of the financial asset. Classification is made at the time the financial asset is initially recognized, namely when the entity becomes a party to the contractual provisions of the instrument. IFRS 9 amends some of the requirements of IFRS 7 Financial Instruments: Disclosures including added disclosures about investments in equity instruments measured at fair value in OCI, and guidance on financial liabilities and de-recognition of financial instruments. In December 2011, the IASB issued an amendment that adjusted the mandatory effective date of IFRS 9 from January 1, 2013 to January 1, 2015. We are currently assessing the impact of adopting IFRS 9 on our financial statements. In May 2011, the IASB issued IFRS 10 Consolidated Financial Statements to replace IAS 27 Consolidated and Separate Financial Statements and SIC 12 Consolidation - Special Purpose Entities. The new consolidation standard changes the definition of control so that the same criteria apply to all entities, both operating and special purpose entities, to determine control. The revised definition focuses on the need to have both power and variable returns before control is present. IFRS 10 must be applied starting January 1, 2013 with early adoption permitted. We are currently assessing the impact of adopting IFRS 10 on our financial statements. In May 2011, the IASB issued IFRS 11 Joint Arrangements to replace IAS 31, Interests in Joint Ventures. The new standard defines two types of arrangements: Joint Operations and Joint Ventures. Focus is on the rights and obligations of the parties involved to reflect the joint arrangement, thereby requiring parties to recognize the individual assets and liabilities to which they have rights or for which they are responsible, even if the joint arrangement operates in a separate legal entity. IFRS 11 must be applied starting January 1, 2013 with early adoption permitted. We are currently assessing the impact of adopting IFRS 11 on our financial statements. In May 2011, the IASB issued IFRS 12 Disclosure of Interests in Other Entities to create a comprehensive disclosure standard to address the requirements for subsidiaries, joint arrangements and associates including the reporting entity's involvement with other entities. It also includes the requirements for unconsolidated structured entities (i.e. special purpose entities). IFRS 12 must be applied starting January 1, 2013 with early adoption permitted. We are currently assessing the impact of adopting IFRS 12 on our financial statements. In May 2011, the IASB issued IFRS 13 Fair Value Measurement as a single source of guidance for all fair value measurements required by IFRS to reduce the complexity and improve consistency across its application. The standard provides a definition of fair value and guidance on how to measure fair value as well as a requirement for enhanced disclosures. Enhanced disclosures about fair value are required to enable financial statement users to understand how the fair values were derived. IFRS 13 must be applied starting January 1, 2015 with early adoption permitted. We are currently assessing the impact of adopting IFRS 13 on our financial statements. In October 2011, the IASB issued IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine. IFRIC 20 provides guidance on the accounting for the costs of stripping activity in the production phase of surface mining when two benefits accrue to the entity from the stripping activity: useable ore that can be used to produce inventory and improved access to further quantities of material that will be mined in future periods. IFRIC 20 must be applied starting January 1, 2013 with early adoption permitted. We are currently assessing the impact of adopting IFRIC 20 on our financial statements. 4. Critical Accounting Estimates and Judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include: Mineral Rights - Significant estimates and assumptions are required to determine the expected useful lives for amortizing the Company's intangible assets with finite useful lives. Estimates are also necessary in assessing whether there is an impairment of their value requiring a write-down of their carrying amount. In order to ensure that its assets are carried at no more than their recoverable amount, the Company evaluates at each reporting date certain indicators that would result, if applicable, in the calculation of an impairment test. The recoverable amount of an asset or group of assets may require the Company to use estimates and mainly to assess the future cash flows expected to arise from the asset or group of assets and a suitable discount rate in order to calculate present value. Any negative change in relation to the operating performance or the expected future cash flows of individual assets or group of assets will change the expected recoverable amount of these assets or group of assets, and therefore may require a write-down of their carrying amount. 5. Financial Risk Management Objectives and Policies The Company has a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risk. Management continually monitors the Company's risk management process to ensure that an appropriate balance between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company reviews and agrees policies and procedures for the management of these risks. The Company is exposed to financial risks arising from its operations and the use of financial instruments. The key financial risks include market risk, credit risk, and liquidity risk. The following section provides details regarding the Company's exposure to these risks and the objectives, policies and processes for the management of these risks. Market Risk - Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Company's income or the value of its holdings of financial instruments. Management believes the Company is not exposed to significant market risk. Credit Risk - Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its obligations. Credit risk arising from the inability of a customer to meet the terms of the Company's financial instrument contracts is generally limited to the amounts, if any, by which the customer's obligations exceed the obligations of the Company. The Company's exposure to credit risk arises primarily from its cash & cash equivalents and amounts due from affiliates for which the Company minimizes credit risk by dealing with reputable counterparties with high credit ratings and no history of default. Liquidity Risk - Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company's exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company's liquidity risk management policy is to monitor its net operating cash flows and maintain an adequate level of cash and cash equivalents through regular review of its working capital requirements. The Company monitors and maintains a level of cash considered adequate by management to finance the Company's operations and mitigate the effects of the fluctuations in cash flows. Capital Management - The primary objective of the Company's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders, or issue new shares. The Company has complied with all externally imposed capital requirements as at January 31, 2013, and no changes were made to the Company's capital management objectives, policies or processes during the year then ended. 6. Intangible Assets - Mineral Rights The Company acquired mineral rights associated with the following properties from related parties in exchange for shares of its common stock and future cash payments. The Company utilized the fair value of its equity and cash consideration to determine the acquisition price because proven or probable mineral reserves have not been determined for the acquired mineral rights. The following table provides details on the components of each acquisition, including the number of shares of common stock issued, the number of shares of common stock to be issued in the future, and the future cash payments due to the seller. The future cash payments provided in the table below represent the payment obligations described in the purchase agreements. However, the seller has amended the terms of the agreements to defer the payment of future cash obligations by the Company until February 12, 2014 at a minimum, unless adequate funding is available to the Company for the payment after all 2013 exploration costs are taken into consideration from a successfully completed fundraise once listed on the GXG First Quote Market. As a result, all future cash payments due by the Company are reflected in the balance sheet as non- current liabilities. King Red Bushy - Enterprise Midas Ottawa Elephant Keecha Mineral Totals Acquisition Year 2010 2010 2010 2010 2011 Acquisition price Common stock - Number of shares issued 15,000,000 5,000,000 - - - 20,000,000 Common stock - Number of shares payable - - 10,000,000 1,000,000 2,000,000 13,000,000 Price per share $ 0.10 $ 0.10 $ 0.10 $ 0.10 $ 0.10 Common stock issued and outstanding $ 1,500,000 $ 500,000 $ 2,000,000 Common stock payable $ - $ - $ 1,000,000 $ 100,000 $ 200,000 $ 1,300,000 Notes payable - related party $ - $ 100,000 $ 500,000 $ 250,000 $ 250,000 $ 1,100,000 Mineral rights at January 31, 2013 and 2012 $ 1,500,000 $ 600,000 $ 1,500,000 $ 350,000 $ 450,000 $ 4,400,000 Pursuant to these acquisitions, the Company 800 hectares containing gold and 104 hectares containing silver. 7. Shareholders' Equity The Company is authorized to issue an unlimited number of no-par value shares of common stock. All shares of the Company's common stock have equal rights and privileges with respect to voting, liquidation and dividend rights. Each share of common stock entitles the holder thereof to one non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders; to participate equally and to receive any and all such dividends as may be declared by the Board of Directors out of funds legally available therefore; and to participate pro rata in any distribution of assets available for distribution upon liquidation. Stockholders have no pre-emptive rights to acquire additional shares of common stock or any other securities. Common shares are not subject to redemption and carry no subscription or conversion rights. All outstanding shares of common stock are fully paid and non-assessable. 8. Notes Payable - Related Party During the year ended January 31, 2012, the Company issued various interest free notes payable to shareholders with no stated repayment dates. The Company plans to settle the notes with proceeds received from future stock offerings. 9. Commitments and Contingencies The Company has contingent liabilities in respect of legal claims arising in the ordinary course of business. It is not anticipated that any material liabilities will arise from the contingent liabilities Management is not aware of any asserted or un-asserted legal claims against the Company at January 31, 2013. 10. Subsequent Events No events occurred subsequent to January 31, 2013 that would require adjustment to the accompanying financial statements or footnotes. 11. Approval of Financial Statements The accompanying financial statements were approved by the board of directors and authorized for issue on March 20, 2013.
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