Management Discussion and Analysis
High American Gold Inc.
MARCH 31, 2007, MARCH 31, 2006 AND MARCH 31, 2005
For the Years Ended March 31, 2007, 2006 and 2005
The following management discussion and analysis of the financial position of High American Gold Inc. (“High American” or the “Company”) should be read in conjunction
with the audited financial statements for the years ended March 31, 2007, 2006 and 2005. This MD & A is effective as of December 10, 2007.
The accompanying financial statements are presented in accordance with Canadian generally accepted accounting principles.
Forward Looking Information
Certain statements contained in the following Management Discussion and Analysis constitutes forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from actual future results and achievements expressed or implied by such forward looking statements. Readers are cautioned not to place undue reliance on these forwardlooking statements, which speak only as of the date the statements were made. Readers are also advised to consider such forward-looking statements while considering the risks set forth below.
High American Gold Inc. is a Canadian public company whose shares are subject to a cease trade order in Canada as a result of being delinquent in filing audited financial
In 2001, the Company disposed of all of its assets, comprised primarily of mining property interests in Argentina, held through a wholly owned subsidiary company. This was done as the Company did not have the resources available to continue to develop or maintain these property interests. In addition, the Company had substantial debts and there were no prospects for financing in order to settle these debts or to continue as a going concern.
High American is a development stage exploration company with no assets and accordingly no revenues from mineral producing operations. The Company’s business plan contemplates acquiring mineral exploration properties and conducting exploration programs. The mineral exploration business is risky and most exploration projects will not result in producing mines. The Company may offer an opportunity to other mining companies to acquire an interest in a property in return for funding all or part of the exploration and development of a particular property. For the funding of property acquisitions and exploration that the company conducts, the Company depends on the issue of shares from the treasury to investors. These stock issues depend on a number of factors including a positive mineral exploration environment, positive stock market conditions, a company’s track record and the experience of management.
The Board of Directors resigned in 2002 and there was no management team in place until June 21, 2007 when a shareholders’ meeting was held to elect new directors. The
new directors intend to re-activate the Company in the mineral exploration business.
Prior to the year end of March 31, 2007 and prior to the shareholders meeting called to elect new directors and auditors, a former director of the Company undertook discussions
with the Company’s creditors to negotiate a settlement that would be acceptable to new investors and allow the Company to raise money and be re-activated. These negotiations
were successful and by letter agreement dated March 30, 2007, High American Gold Inc. reached a successful settlement with its creditors. This will involve the issuance of 9 million common shares and the payment of $14,500 to the creditors. The issuance of shares cannot be completed until the Company has had the cease trade orders lifted and
approval of the regulatory authorities. In addition a further 300,000 common shares are to be issued on account of directors fees and consulting fees incurred during the quarter
ended June 30,2007.
The Company has no assets and its liabilities, which reflect the negotiated settlement with creditors, total 2007-$36,663, 2006-$801,463 and 2005-$777,463. In addition the
9,300,000 shares to be issued for the debt settlement are shown at a value of $450,000 under long-term liabilities for the year ended March 31, 2007. There is no bank account
and as at March 31, 2007, 2006 and 2005 High American is inactive. All of the directors of the Company resigned in 2002 and there is no management team at March 31, 2007,
2006 and 2005, although one former director, who has since been re-appointed to the Board of Directors, did act for the Company to negotiate settlements with the creditors.
These were agreed to in March 2007 and it should facilitate the re-activation of the Company as a going concern.
The issuance of shares cannot be completed until the Company has had the cease trade orders lifted and approval of the regulatory authorities.
Results of Operations
The Company reported net income for the year ended March 31, 2007 of $314,800 ($0.02/share) versus a loss of $24,000 ($0.001/share) in 2006 and a loss of $24,000 ($0.001/share) in 2005. The March 31, 2007 financial statements reflect a gain of $400,815 which arose from the negotiated debt settlement. The March 31, 2007 interest
expense of $71,015 includes additional interest amount negotiated with the note holder as part of the debt settlement. In addition, an amount was recorded as owing to a former
director of $10,000, which had been left unrecorded as at March 31, 2006. Finally, an amount was accrued for audit fees for the year ended March 31, 2007. For the years
ended March 31, 2006 and 2005, the only expenses were the accrued interest on the outstanding note payable.
Exploration and Property Update
The Company has no assets as at the years ended March 31, 2007, 2006 and 2005