CAN-CAL RESOURCES LTD. Forward-Looking Statements
This quarterly report contains "forward-looking statements". All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, statements regarding: the plans, strategies and objections of management for future operations; the future plans or business of our company; future economic conditions or performance; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may," "could," "estimate," "intend," "continue," "believe," "expect" or "anticipate" or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as required by applicable law, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe the expectations reflected in the forward-looking statements in this report are reasonable, actual results could differ materially from those projected or assumed in any forward-looking statements. All forward-looking statements are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:
• our current lack of working capital;
• a possible inability to raise additional financing;
• the fact that our accounting policies and methods are fundamental to
how we report our financial condition and results of operations, and
they may require our management to make estimates about matters that
are inherently uncertain;
• deterioration in general or regional economic conditions;
• adverse state or federal legislation or regulations that increase the
costs of compliance;
• inability to efficiently manage our operations; and
• the unavailability of funds for capital expenditures.
All financial information contained herein is shown in
In this quarterly report, unless otherwise specified, all references to "shares" refer to shares of common stock in the capital of our company.
As used in this quarterly report on Form 10-Q, the terms "we", "us" "our" and
"Can-Cal" refer to
Corporate Overview
At
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On
Under the Amended MSA, Candeo is required to purchase a minimum of ten thousand
(10,000) tons of Material during each of the first three years of the term of
the agreement, all at a purchase price of
The term of the Amended MSA has been extended from an initial term of ten (10) years to twenty (20) years (the "Primary Term") and Candeo has the option to extend the term for an additional thirty (30) years exercisable at any time with no less than three (3) months written notice prior to the expiration of the Primary Term, provided that Candeo is not in default under any of the provisions of the Second Amended and Restated MSA and that the whole of the Initial Amount has been removed from the Property.
On
There are many other allegations made by the Plaintiffs, all of which are
considered by the Defendants to be frivolous with no basis in fact. In fact, due
to the actions of the prior management of the Company, the Company would not
have been able to continue operations and would have failed without the
intervention of new management, including certain of the Defendants, and without
entering into the transaction with Candeo. Accordingly, no provision has been
recorded in the financial statements of the Company for any payment to the
Plaintiffs pursuant to the claim or otherwise. Legal counsel for the Company is
Terms of the Agreement include:
· A new Board was constituted as of May 13, 2019 , with Mr. Casey Douglass ,
appointee of Defendants and Mr. Hugo Bondi , appointee of Plaintiffs, whom
then unanimously voted in Mr. Gary Oosterhoff as third Director.
· Advance Royalty payments on minimum tonnage of lava material to Candeo
Lava Products within certain time frames.
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· Proceeds from lava material income are budgeted towards Plaintiff's legal
costs, acute Accounts Payables and Management Fees. An annual minimum was
established to cover base costs of keeping Can-Cal from insolvency.
· As Candeo develops its marketing, it expects to substantially increase
volumes of lava material sales and thus future purchases from Can-Cal.
After the first 60-75,000 tons are purchased and/or advance royalty paid,
then Can-Cal will begin to receive 20% of gross revenues, or ORI
(Overriding Royalty Interest) from Candeo's sales of lava material.
· Can-Cal Resources will be able to focus on developing any other resource
potential.
In or about
In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our Board of Directors, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
Results of Operations
Three Months Ended
Results of Operations for the Three Months Ended
Three Months ended March 31,
2019 2018
Revenues 29,992 -
Operating expenses:
General and administrative $ 29,822 $ 76,160
Director fees 18,750 18,750
Total operating expenses 48,572 94,910
Net operating loss (18,580 ) (94,910 )
Other income (expense):
Interest expense (2,070 ) 18,022
Foreign exchange gain (loss) (405 ) 39
Total other income (expense) (2,475 ) 18,061
Loss before provision for income taxes (21,055 ) (76,849 )
Provision for income taxes - -
Net loss $ (21,055 ) $ (76,849 )
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Revenue
There was revenues of
General and Administrative:
General and administrative expenses were
Director Fees:
Director fees were
Net Operating Gain or Loss:
Net operating loss for the three months ended
Interest Expense:
Interest expense for the three months ended
Net Loss:
See the explanation of Net Operating Loss above.
LIQUIDITY AND CAPITAL RESOURCES
The following table summarizes total assets, accumulated deficit, stockholders'
equity (deficit) and working capital at
March 31, December 31,
2019 2018
Total Assets $ 27,881 $ 54
Accumulated (Deficit) (11,834,262 ) (11,813,208 )
Stockholders' Equity (Deficit) (1,194,898 ) (1,173,844 )
Working Capital (Deficit)
At
Off Balance Sheet Arrangements
We do not have any off-balance sheet arrangements of any kind.
20 Contractual Obligations
An agreement was signed effective
On
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