-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D1lTxOhtZGi2VoEFNq1M9ZmHandJjDk8vEJ4MuZ4ugxTCTqTS9QPkiz/OxLiVXI8 wjRCfdajK93llyhTU5QP4w== 0001062993-08-003526.txt : 20080812 0001062993-08-003526.hdr.sgml : 20080812 20080812164425 ACCESSION NUMBER: 0001062993-08-003526 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080812 DATE AS OF CHANGE: 20080812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUSCANY MINERALS LTD CENTRAL INDEX KEY: 0001128790 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 980335259 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-32981 FILM NUMBER: 081010237 BUSINESS ADDRESS: STREET 1: 1155 20TH STREET CITY: WEST VAN COUVER STATE: A1 ZIP: V7V 3Z4 BUSINESS PHONE: 6049264300 MAIL ADDRESS: STREET 1: 1155 20TH STREET CITY: WEST VAN COUVER STATE: A1 ZIP: V7V 3Z4 10-Q 1 form10q.htm QUARTERLY REPORT FOR THE PERIOD ENDED JUNE 30, 2008 Filed by sedaredgar.com - Tuscany Minerals, Ltd. - Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission file number 000-32981

TUSCANY MINERALS, LTD.
(Exact name of registrant as specified in its charter)

Washington 98-0335259
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  

4247 Rockbank Place, West Vancouver, British Columbia, V7W 1A8
(Address of principal executive offices) (zip code)

604.926.4300
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]     No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See definitions of “large accelerated filer," "accelerated filer,” and "smaller reporting
company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer        [   ] Accelerated filer                      [   ]
Non-accelerated filer          [   ] Smaller reporting company    [X]
(Do not check if a smaller reporting company)  

- 2 -

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]     No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

12,538,000 common shares issued and outstanding as at August 1, 2008.

- 3 -

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

It is the opinion of management that the interim financial statements for the quarter ended June 30, 2008 include all adjustments necessary in order to ensure that the interim financial statements are not misleading.

F-1

 

 

 

 

TUSCANY MINERALS, LTD.
(An Exploration Stage Company)

 

INTERIM FINANCIAL STATEMENTS

 

JUNE 30, 2008
(Unaudited)
(Stated in U.S. Dollars)

F- 2

TUSCANY MINERALS, LTD.
(An Exploration Stage Company)

BALANCE SHEETS
(Stated in U.S. Dollars)

    JUNE 30     DECEMBER 31  
    2008     2007  
    (Unaudited)     (Audited)  
             
ASSETS            
             
Current            
       Cash $  282   $  1,234  
       Prepaids and deposits   25     –  
  $  307   $  1,234  
             
LIABILITIES            
             
Current            
       Accounts payable and accrued liabilities $  95,564   $  91,811  
       Notes and accrued interest payable (Note 4)   183,687     153,618  
       Promissory note and accrued interest payable (Note 5)   311,140     301,696  
    590,391     547,125  
             
STOCKHOLDERS’ DEFICIENCY            
             
Capital Stock            
       Authorized:            
               100,000,000 voting common shares, par value $0.001 per            
               share            
             
       Issued and outstanding:            
               12,538,000 common shares   12,538     12,538  
             
       Additional paid-in capital   63,462     63,462  
             
Deficit Accumulated During The Exploration Stage   (666,084 )   (621,891 )
    (590,084 )   (545,891 )
             
             
  $  307   $  1,234  
             
             

The accompanying notes are an integral part of these financial statements.

F- 3

TUSCANY MINERALS, LTD.
(An Exploration Stage Company)

STATEMENTS OF OPERATIONS
(Unaudited)
(Stated in U.S. Dollars)

                            PERIOD FROM  
                            DATE OF  
                            INCEPTION  
                            OCTOBER 5  
    THREE MONTHS ENDED     SIX MONTHS ENDED     2000 TO  
    JUNE 30     JUNE 30     JUNE 30,  
    2008     2007     2008     2007     2008  
                               
Expenses                              
   Consulting fee $  –   $  –   $  –   $  –   $  3,193  
   Filing and stock transfer                              
   fees   1,073     818     1,073     893     6,364  
   Interest   7,594     6,683     14,945     13,247     143,818  
   Management fee   2,250     2,250     4,500     4,500     68,250  
   Mineral property                              
   exploration expenditure   –     –     –     –     8,500  
   Mineral property option                              
   payment   –     –     –     –     3,428  
   Office and sundry   1,347     1,935     1,583     1,965     7,459  
   Oil and gas property                              
   exploration expenditures   –     –     –     –     202,686  
   Professional fees   9,111     14,546     22,092     22,424     183,898  
   Travel and business                              
   development   –     –     –     –     38,488  
                               
Net Loss For The Period $  21,375   $  26,232   $  44,193   $  43,029   $  666,084  
                               
Basic And Diluted Loss                              
   Per Common Share $  (0.01 ) $  (0.01 ) $  (0.01 ) $  (0.01 )      
                               
                               
Weighted Average                              
   Number Of Common                              
   Shares Outstanding   12,538,000     12,538,000     12,538,000     12,538,000        

The accompanying notes are an integral part of these financial statements.

F- 4

TUSCANY MINERALS, LTD.
(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)

                            PERIOD FROM  
                            DATE OF  
                            INCEPTION  
                            OCTOBER 5,  
    THREE MONTHS ENDED     SIX MONTHS ENDED     2000 TO  
    SEPTEMBER 30     SEPTEMBER 30     JUNE 30  
    2008     2007     2008     2007     2008  
                               
Cash Flows Used By                              
   Operating Activities                              
       Net loss for the period $  (21,375 ) $  (26,232 ) $  (44,193 ) $  (43,029 ) $  (666,084 )
                               
   Changes in non-cash                              
   operating working capital                              
   items                              
       Prepaids and deposits   (25 )   –     (25 )   –     (25 )
       Accounts payable and                              
            accrued liabilities   (3,006 )   19,532     3,753     23,087     95,564  
       Accrued interest payable   7,594     6,683     14,944     13,247     143,817  
    (16,812 )   (17 )   (25,521 )   (6,695 )   (426,728 )
                               
Cash Flows Provided By                              
   Financing Activities                              
       Notes payable   16,918     –     24,569     6,749     154,960  
       Promissory note payable   –     –     –     –     76,000  
       Common shares issued   –     –     –     –     196,050  
    16,918     –     24,569     6,749     427,010  
                               
Net Increase (Decrease)                              
   In Cash   106     (17 )   (952 )   54     282  
                               
Cash, Beginning Of Period   176     467     1,234     396     –  
                               
Cash, End Of Period $  282   $  450   $  282   $  450   $  282  
                               
Supplemental Disclosure Of Cash Flow Information                              
Interest paid $  –   $  –   $  –   $  –   $  –  
Income taxes paid $  –   $  –   $  –   $  –   $  –  

The accompanying notes are an integral part of these financial statements.

F-5

TUSCANY MINERALS, LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(Unaudited)
(Stated in U.S. Dollars)

1.

BASIS OF PRESENTATION

     

The unaudited interim financial statements as of June 30, 2008 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with the December 31, 2007 audited financial statements and notes thereto. The operating results for the six months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

     
2.

NATURE OF OPERATIONS AND GOING CONCERN

     
(a)

Organization

     

The Company was incorporated in the State of Nevada, U.S.A., on October 5, 2000. The Company’s principal executive officers are in Vancouver, British Columbia, Canada.

     

On May 17, 2006, the Company incorporated a wholly-owned Washington subsidiary for the sole purpose of redomiciling to the State of Washington through a merger with our subsidiary. Effective June 26, 2006, the Company merged with and into its subsidiary, Tuscany Minerals, Ltd., a Washington company, with the surviving company being Tuscany Minerals, Ltd., the Washington company. As a result of this transaction, the Company has redomiciled from the State of Nevada to the State of Washington. The existing bylaws of Tuscany Minerals, Ltd., the Washington company, remain as the bylaws of the surviving corporation.

     
(b)

Exploration Stage Activities

     

The Company has been in the exploration stage since its formation and has not realized any revenues from its planned operations. As at June 30, 2008 the Company is evaluating new opportunities in the mineral exploration business. During 2003, the Company was in the natural gas and oil business which began in June 2003 with the acquisition of a working interest in a re-entry of a natural gas well. During September 2003, the re-entry work on the natural gas well was abandoned and the Company entered into an agreement to terminate the well acquisition agreement. The exploration costs incurred to September 30, 2003 has been charged to operations. Prior to this, the Company was engaged in the acquisition and exploration of mining properties.


F-6

TUSCANY MINERALS, LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(Unaudited)
(Stated in U.S. Dollars)

2.

NATURE OF OPERATIONS AND GOING CONCERN (Continued)

     
(c)

Going Concern

     

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

     

As shown in the accompanying financial statements, the Company has incurred a net loss of $666,084 for the period from October 5, 2000 (inception) to June 30, 2008, has negative cash flow, has a stockholders’ deficiency and has no sales. The future of the Company is dependent upon its ability to obtain adequate financing and upon future profitable operations from the development of its mineral properties that it may acquire. Management has plans to seek additional capital through a private placement and public offering of any common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

     
3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.

     

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

     
(a)

Exploration Stage Company

     

The Company complies with Financial Accounting Standards Board (“FASB”) Statement No. 7, and Securities and Exchange Commission Act Guide 7 in its characterization as an exploration stage company.

     
(b)

Mineral Property Interests

     

Costs of acquisition, exploration, carrying and retaining unproven mineral properties are expensed as incurred.


F-7

TUSCANY MINERALS, LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(Unaudited)
(Stated in U.S. Dollars)

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       
(c)

Cash

       

Cash consists of cash on deposit with high quality major financial institutions, and to date has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits.

       
(d)

Use of Estimates

       

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.

       
(e)

Foreign Currency Translation

       

The Company’s functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows:

       
i)

monetary items at the rate prevailing at the balance sheet date;

ii)

non-monetary items at the historical exchange rate;

iii)

revenue and expense at the average rate in effect during the applicable accounting period.

       
(f)

Basic Diluted Loss Per Share

       

The Company computes loss per share in accordance with SFAS No. 128 – “Earnings Per Share” (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic loss per share is computed using the weighted average number of common stock outstanding during the periods. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period. As the Company generated net losses in the period presented, the basic and diluted loss per share is the same as any exercise of options or warrants would anti-dilutive.


F-8

TUSCANY MINERALS, LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(Unaudited)
(Stated in U.S. Dollars)

3.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     
(g)

Financial Instruments

     

The Company’s financial instruments consist of cash on deposit, accounts payable and accrued liabilities, notes payable and promissory note payable.

     

Management of the Company does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments. The respective carrying values of financial instruments approximate their fair values. Fair values were assumed to approximate carrying values since they are short-term in nature or they are receivable or payable on demand.

     
4.

NOTES AND ACCRUED INTEREST PAYABLE

     

Notes payable of $154,959 (December 31, 2007 - $130,391) at June 30, 2008 are unsecured, payable on demand, and bear interest at 8% per annum. From the date of advancement of funds to June 30, 2008, interest of $28,728 (December 31, 2007 - $23,227) has been accrued. Interest expensed for three months ended June 30, 2008 amounted to $2,872 (2007 - $1,962).

     

At June 30, 2008, $106,184 (December 31, 2007 - $90,697) of the notes payable and accrued interest are due to a company with a common director and to a director.

     
5.

PROMISSORY NOTE AND ACCRUED INTEREST PAYABLE

     

At June 30, 2008 the promissory note of $196,050 (December 31, 2007 - $196,050) bore interest at 8% per annum and was repayable in full on January 28, 2004.

     

The Company had entered into various loan extension agreements since the initial due date, including a required balloon payout amount of $25,000. At June 30, 2008, the expiry date is July 28, 2008. Since advancement of funds to June 30, 2008, interest has been accrued of $90,090 (December 31, 2007 - $80,646). Interest expensed for the six months ended June 30, 2008 amounted to $9,443 (2007 - $9,392).


F-9

TUSCANY MINERALS, LTD.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2008
(Unaudited)
(Stated in U.S. Dollars)

6.

RELATED PARTY TRANSACTIONS AND AMOUNTS OWING

     

For the six months ended June 30, 2008, the Company carried out a number of transactions with related parties in the normal course of business. These transactions were recorded at their exchange amount, which is the amount of consideration established and agreed to by the related parties.

     

The following are related party transactions and amounts owing at June 30, 2008 that are not otherwise disclosed elsewhere:

     
a)

The Company paid a management fee of $4,500 (2007 - $4,500) to a company controlled by a director. The management services are on a month to month basis at $750 per month.

     
b)

As of June 30, 2008, accounts payable of $28,048 (December 31, 2007 - $27,438) was owing to a director of the Company and $49,500 (December 31, 2007 - $45,000) was owing to a company controlled by the same director.

     
c)

Interest expensed by the Company relating to notes payable due to a company with a common director amounted to $1,717 (2007 - $1,213).

     
7.

COMMITMENTS

     

The Company has no significant commitments with any parties respecting executive compensation, consulting arrangements, rental premises or other matters. Management services provided are on a month to month basis.

     
8.

SUBSEQUENT EVENT

     

Subsequent to June 30, 2008, the Company did not repay the promissory note due July 28, 2008 (see Note 5). However on July 28, 2008, the Company entered into an extension agreement to extend the expiry date to January 28, 2009, under the same terms and interest rate.


- 4 -

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all references to "common shares" refer to the common shares in our capital stock and the terms "we", "us" and "our" mean Tuscany Minerals, Ltd.

Corporate History

We were incorporated on October 5, 2000 under the laws of the state of Nevada. On May 17, 2006, we incorporated a wholly-owned Washington subsidiary for the sole purpose of redomiciling to the State of Washington through a merger with our subsidiary. Effective June 26, 2006, we merged with and into our subsidiary, Tuscany Minerals, Ltd., a Washington company, with the surviving company being Tuscany Minerals, Ltd., the Washington company. As a result of this transaction, we have redomiciled from the State of Nevada to the State of Washington. The existing bylaws of Tuscany Minerals, Ltd., the Washington company, remain as the bylaws of the surviving corporation.

Results of Operations

We are a junior exploration stage company that has not yet generated or realized any revenues from our business operations. Our company does not currently own any property interests.

We are currently seeking opportunities to acquire prospective or existing mineral properties, prospective or producing oil and gas properties or other oil and gas resource related projects. Simultaneously, we are seeking business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. We are currently in negotiations with several parties to enter into a business opportunity but we have not entered into any definitive agreements to date and there can be no assurance that we will be able to enter into any definitive agreements. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

Even if we are able to acquire an interest in a mineral or oil and gas property or enter into a business opportunity and obtain the necessary funding, there is no assurance that any revenues would be generated by us or that revenues generated would be sufficient to provide a return to investors.

- 5 -

We anticipate that we will incur the following expenses over the next twelve months:

1.

$25,000 in connection with our company locating, evaluating and negotiating potential mineral or oil and gas properties or business opportunities;

   
2.

$10,000 for operating expenses, including professional legal and accounting expenses associated with our company being a reporting issuer under the Securities Exchange Act of 1934; and

   
3.

$9,000 for management, administrative and leasing costs payable pursuant to the terms of the management agreement with C.H.M. Consulting Inc.

We will incur additional expenses if we are successful in entering into an agreement to acquire an interest in a prospective or existing mineral property, a prospective or producing oil or gas property or a business opportunity. If we acquire any property interests, we will require significant funds to develop the property in addition to any acquisition costs. It is not possible to estimate such funding requirements until such time as we enter into a definitive agreement to acquire an interest in a property or enter into a business combination.

There are no material changes in our results of operations as our results of operations are consistent with past periods. We did not generate or realize any revenues from our business operations and our expenses are related to complying with our obligations as a reporting company under the Securities Exchange Act of 1934. These expenses will consist primarily of professional fees relating to the preparation of our financial statements and completed our annual report, quarterly report and current report filings with the Securities and Exchange Commission.

During the three months ended June 30, 2008, we incurred expenses of $21,375 compared to $26,232 during the three months ended June 30, 2007. The decrease in expenses during the three months ended June 30, 2008 was largely due to a decrease of professional fees from $14,546 during the three months ended June 30, 2007 to $9,111 during the three months ended June 30, 2008. Similarly, net loss decreased from $26,232 during the three months ended June 30, 2007 to $21,375 during the three months ended June 30, 2008.

Liquidity and Capital Resources

We had cash of $282 as of June 30, 2008 compared to cash of $450 as of June 30, 2007. We had a working capital deficit of $590,084 as of June 30, 2008 compared to working capital deficit of $514,729 as of June 30, 2007. The majority of the deficit was due to a $196,050 promissory note which bore interest at 8% per annum and was repayable in full on January 28, 2004. Our company has entered into various loan extension agreements since the initial due date, including a balloon payout amount of $25,000. Interest expensed for the six month period ended June 30, 2008 was $9,443 compared to $9,392 for the six month period ended June 30, 2007. We financed our operations during our first quarter through borrowing additional funds for working capital. The expiry date for the promissory note is January 28, 2009.

We require a minimum of approximately $44,000 to proceed with our plan of operation over the next twelve months, exclusive of any acquisition or development costs. This amount may also increase if we are required to carry out due diligence investigations in regards to any prospective property or business opportunity or if the costs of negotiating the applicable transaction are greater than anticipated. As we had cash in the amount of $282 and a working capital deficit in the amount of $590,084 as of June 30, 2008, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete debt financings and / or private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any debt financings or private placement financings and there is no assurance that we will be successful in completing any debt financing or private placement financing.

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Operating Activities

Operating activities used cash of $16,812 during the three months ended June 30, 2008 as compared to $17 during the three months ended June 30, 2007.

Financing Activities

Financing activities provided cash of $16,918 during the three months ended June 30, 2008 as compared to $nil during the three months ended June 30, 2007. Cash provided from financing activities during the three months ended June 30, 2008 resulted from the issuance of notes payable.

Investing Activities

Investing activities provided cash of $nil during the quarters ended June 30, 2007 and 2008.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended December 31, 2007, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon our company locating, acquiring and developing a mineral or oil and gas property, and achieving a profitable level of operation. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Risk Factors

Much of the information included in this quarterly report includes or is based upon estimates, projections or other forward looking statements. Such forward looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other forward looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.

We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $282 and a working capital deficit of $590,084 as of June 30, 2008. We do not have sufficient funds to independently finance the acquisition and development of prospective mineral and oil and gas properties, nor do we have the funds to independently finance our daily operating costs. We do not expect to generate any revenues for the foreseeable future. Accordingly, we will require additional funds, either from equity or debt financing, to maintain our daily operations and to locate, acquire and develop a prospective property. Obtaining additional financing is subject to a number of factors, including market prices for minerals and oil and gas, investor acceptance of any property we may acquire in the future, and investor sentiment. Financing, therefore, may not be available on acceptable terms, if at all. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital, however, will result in dilution to existing shareholders. If we are unable to raise additional funds when required, we may be forced to delay our plan of operation and our entire business may fail.

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We currently do not generate revenues, and as a result, we face a high risk of business failure.

We do not hold an interest in any business or revenue generating property. From the date of our incorporation, we have primarily focussed on the location and acquisition of mineral and oil and gas properties. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the location, acquisition and development of a prospective property. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.

Due to the speculative nature of the exploration of mineral and oil and gas properties, there is substantial risk that our business will fail.

The business of mineral and oil and gas exploration and development is highly speculative involving substantial risk. There is generally no way to recover any funds expended on a particular property unless reserves are established and unless we can exploit such reserves in an economic manner. We can provide investors with no assurance that any property interest that we may acquire will provide commercially exploitable reserves. Any expenditures by our company in connection with locating, acquiring and developing an interest in a mineral or oil and gas property may not provide or contain commercial quantities of reserves.

Even if we discover commercial reserves, we may not be able to successfully obtain commercial production.

Even if we are successful in acquiring an interest in a property that has proven commercial reserves of minerals or oil and gas, we will require significant additional funds in order to place the property into commercial production. We can provide no assurance to investors that we will be able to obtain the financing necessary to extract such reserves.

If we are unable to hire and retain key personnel, we may not be able to implement our plan of operation and our business may fail.

Our success will be largely dependent on our ability to hire and retain highly qualified personnel. This is particularly true in the highly technical businesses of mineral and oil and gas exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or we may fail to retain such employees after they are hired. At present, we have not hired any key personnel. Our failure to hire key personnel when needed will have a significant negative effect on our business.

Because our sole executive officer does not have formal training specific to mineral and oil and gas exploration, there is a higher risk our business will fail.

While J. Stephen Barley, our sole director and executive officer, has experience managing a mineral exploration company, he does not have formal training as a geologist. Accordingly, our management may not fully appreciate many of the specific requirements related to working within the mining and oil and gas industry. Our management decisions may not take into account standard engineering or managerial approaches commonly used by such companies. Consequently, our operations, earnings, and ultimate financial success could be negatively affected due to our management's lack of experience in the industry.

Our sole executive officer has other business interests, and as a result, he may not be willing or able to devote a sufficient amount of time to our business operations, thereby limiting the success of our company.

J. Stephen Barley presently spends approximately 15% of his business time on business management services for our company. At present, Mr. Barley spends a reasonable amount of time in pursuit of our company's interests. Due to the time commitments from Mr. Barley's other business interests, however, Mr. Barley may not be able to provide

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sufficient time to the management of our business in the future and our business may be periodically interrupted or delayed as a result of Mr. Barley's other business interests.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. In addition, stock prices for junior mining and oil and gas companies fluctuate widely for reasons that may be unrelated to their operating results. These fluctuations may adversely affect the trading price of our common shares.

Penny stock rules will limit the ability of our stockholders to sell their stock.

The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a shareholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for its shares.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.

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Exploration Stage Company

Our company complies with Financial Accounting Standards Board (“FASB”) Statement No. 7, and Securities and Exchange Commission Act Guide 7 in its characterization as an exploration stage company.

Mineral Property Interests

Costs of acquisition, exploration, carrying and retaining unproven mineral properties are expensed as incurred.

Cash

Cash consists of cash on deposit with high quality major financial institutions, and to date has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.

Foreign Currency Translation

Our company’s functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows:

  i)

monetary items at the rate prevailing at the balance sheet date;

  ii)

non-monetary items at the historical exchange rate;

  iii)

revenue and expense at the average rate in effect during the applicable accounting period.

Basic Diluted Loss Per Share

Our company computes loss per share in accordance with SFAS No. 128 – “Earnings Per Share” (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic loss per share is computed using the weighted average number of common stock outstanding during the periods. Diluted loss per share is computed using the weighted average number of common and potentially dilutive common stock outstanding during the period. As our company generated net losses in the period presented, the basic and diluted loss per share is the same as any exercise of options or warrants would anti-dilutive.

Financial Instruments

Our company’s financial instruments consist of cash on deposit, accounts payable and accrued liabilities, notes payable and promissory note payable.

Management of our company does not believe that our company is subject to significant interest, currency or credit risks arising from these financial instruments. The respective carrying values of financial instruments approximate their fair values. Fair values were assumed to approximate carrying values since they are short-term in nature or they are receivable or payable on demand.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

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Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our chief executive officer and chief financial officer) to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of June 30, 2008, the end of the three month period year covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our president (who is acting as our chief executive officer and chief financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (who is acting as our chief executive officer and chief financial officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 2. Unregistered Sales of Equity 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.

Exhibit Number/Description

Exhibit
Number
Description of Exhibit
3.1 Articles of Incorporation (1)
3.2 Articles of Merger out of Nevada(3)

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* Filed herewith
   
(1)

Previously filed with the Securities and Exchange Commission as an exhibit to the our Form SB-2 Registration Statement, as amended, originally filed on June 25, 2001.

   
(2)

Previously filed as an Exhibit to our Annual Report filed on Form 10-KSB on March 30, 2004.

   
(3)

Previously filed as an Exhibit to our Current Report filed on Form 8-K on June 30, 2006.


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SIGNATURES

Pursuant to the requirements 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.

By: /s/ J. Stephen Barley                                                        
J. Stephen Barley, President, Secretary and Treasurer
(Principal Executive Officer, Principal Financial Officer
and Principal Accounting Officer)
Date: August 12, 2008

 

 EX-31.1 2 exhibit31-1.htm CERTIFICATION Filed by sedaredgar.com - Tuscany Minerals, Ltd. - Exhibit 31.1

CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Stephen Barley, certify that:

1.           I have reviewed this quarterly report on Form 10-Q of Tuscany Minerals, Ltd.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting;

5.           The registrant’s other certifying officer(s) and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2008

/s/ J. Stephen Barley  
J. Stephen Barley  
President, Secretary and Treasurer  
(Principal Executive Officer, Principal Financial Officer  
and Principal Accounting Officer)  

 EX-32.1 3 exhibit32-1.htm CERTIFICATION Filed by sedaredgar.com - Tuscany Minerals, Ltd. - Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, J. Stephen Barley, President, Secretary and Treasurer of Tuscany Minerals, Ltd., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)           the Quarterly Report on Form 10-Q of Tuscany Minerals, Ltd. for the quarterly period ended June 30, 2008 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)           the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Tuscany Minerals, Ltd.

Dated: August 12, 2008

 

/s/ J. Stephen Barley  
J. Stephen Barley  
President, Secretary and Treasurer  
(Principal Executive and Principal Financial Officer)  

 

 

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Tuscany Minerals, Ltd. and will be retained by Tuscany Minerals, Ltd. and furnished to the Securities and Exchange Commission or its staff upon request.

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