UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2010
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from ____________ to ____________
Commission File No. 333-158721
TOPAZ RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
Florida 26-4090511
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1012 North Masch Branch Road
P.O. Box 2057
Denton, TX 76207-2057
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (940) 243-7744
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act 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 at least 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
the definitions of "accelerated filer, large 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]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
There were 84,100,000 shares of the Registrant's $0.0001 par value common stock
outstanding as of May 14, 2010.
TOPAZ RESOURCES, INC.
INDEX
Page No.
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Part I. Financial Information
Item 1. Financial Statements 3
Balance Sheets 3
March 31, 2010 (Unaudited) and December 31, 2009
Statements of Operations 4
Three months ended March 31, 2010 and 2009 (Unaudited)
Statement of Stockholders' Deficit 5
Three months ended March 31, 2010 (Unaudited)
Statements of Cash Flows 6
Three months ended March 31, 2010 and 2009 (Unaudited)
Notes to Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 11
Item 4T. Controls and Procedures 11
Part II. Other Information
Item 1. Legal Proceedings 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Default Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits 12
Signatures 13
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2
PART I--FINANCIAL INFORMATION
Topaz Resources, Inc.
(formerly Kids Germ Defense Corp.)
(A Development Stage Company)
Condensed Balance Sheets
March 31, December 31,
2010 2009
--------- ---------
(Unaudited)
ASSETS
Current assets:
Cash $ 199,974 $ 25,254
--------- ---------
Total current assets 199,974 25,254
--------- ---------
$ 199,974 $ 25,254
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 2,108 $ 35,388
Due to related party -- 18,000
--------- ---------
Total current liabilities 2,108 53,388
--------- ---------
Stockholders' equity:
Preferred stock; $0.0001 par value; 10,000,000 shares authorized;
none issued and outstanding -- --
Common stock; $0.0001 par value; 700,000,000 shares authorized;
83,300,000 and 83,300,000 shares issued and outstanding at
March 31, 2010 and December 31, 2009, respectively 8,330 8,330
Additional paid in capital 64,877 26,670
Stock subscription receivable -- (500)
Common stock payable 200,000 --
Accumulated deficit (75,341) (62,634)
--------- ---------
Total stockholders' equity 197,866 (28,134)
--------- ---------
$ 199,974 $ 25,254
========= =========
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The accompanying notes are an integral part of
the condensed financial statements.
3
Topaz Resources, Inc.
(Formerly Kids Germ Defense Corp.)
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
Period Period
January 16, 2009 January 16, 2009
(Date of (Date of
Three Months Inception) Inception)
Ended through through
March 31, March 31, March 31,
2010 2009 2010
------------ ------------ ------------
Revenue $ -- $ -- $ --
Operating expenses:
Legal and accounting expenses 8,363 500 52,833
General & administrative expenses 4,344 149 22,508
------------ ------------ ------------
Loss from operations (12,707) (649) (75,341)
------------ ------------ ------------
Net loss before taxes (12,707) (649) (75,341)
Income tax expense -- -- --
------------ ------------ ------------
Net loss $ (12,707) $ (649) $ (75,341)
============ ============ ============
Net loss per share $ (0.00) $ (0.00)
============ ============
Weighted average number of common shares outstanding 83,300,000 63,000,000
============ ============
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The accompanying notes are an integral part of
the condensed financial statements.
4
Topaz Resources, Inc.
(Formerly Kids Germ Defense Corp.)
(A Development Stage Company)
Condensed Statements of Stockholders' Equity
For the Three Months Ended March 31, 2010 and
For Each of the Years From January 16, 2009 (Date of Inception)
through March 31, 2010
Common Stock Preferred Stock Deficit
------------------- ----------------- Accumulated
Amount Additional Common Stock During
Par Value Paid-In Stock Subscription Development
Shares $0.0001 Shares Amount Capital Payable Receivable Stage Total
------ ------- ------ ------ ------- ------- ---------- ----- -----
Balance at Inception,
January 16, 2009 -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
Issuance of common stock
for cash ($0.0001,
January 16, 2009) 63,000,000 6,300 -- -- (300) -- -- -- 6,000
Issuance of common stock
for cash ($0.001,
December 9, 2009) 20,300,000 2,030 -- -- 26,970 -- (500) -- 28,500
Net loss for the period -- -- -- -- -- -- -- (62,634) (62,634)
---------- ------ ------ ------ ------- -------- ------ ---------- --------
Balance, December 31, 2009 83,300,000 8,330 -- -- 26,670 -- (500) (62,634) (28,134)
Payment on stock
subscription receivables
(January 14, 2010)
(unaudited) -- -- -- -- -- -- 500 -- 500
Capital contribution from
shareholders (February 16,
2010) (unaudited) -- -- -- -- 38,207 -- -- -- 38,207
Issuance of common stock
and warrants for cash
($0.25, March 26, 2010)
(unaudited) -- -- -- -- -- 200,000 -- -- 200,000
Net loss for the three
months ended March 31,
2010 (unaudited) -- -- -- -- -- -- -- (12,707) (12,707)
---------- ------ ------ ------ ------- -------- ------ ---------- --------
Balance, March 31, 2009
(unaudited) 83,300,000 $8,330 $ -- $ -- $64,877 $200,000 $ -- $ (75,341) $197,866
========== ====== ====== ====== ======= ======== ====== ========== ========
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The accompanying notes are an integral part of
the condensed financial statements.
5
Topaz Resources, Inc.
(Formerly Kids Germ Defense Corp.)
(A Development Stage Company)
Condensed Statements of Cash Flows
Period Period
January 16, 2009 January 16, 2009
(Date of (Date of
Three Months Inception) Inception)
Ended through through
March 31, March 31, March 31,
2010 2009 2010
--------- --------- ---------
(unaudited) (unaudited) (unaudited)
OPERATING ACTIVITIES:
Net loss $ (12,707) $ (649) $ (75,341)
Adjustments to reconcile net loss to net
cash used in operating activities:
Contribution from stockholder 38,207 -- 38,207
Increase (decrease) in:
Accounts payable (33,280) -- 2,108
--------- --------- ---------
Net cash used by operating activities (7,780) (649) (35,026)
--------- --------- ---------
FINANCING ACTIVITIES:
Proceeds from advances from stockholder -- -- 18,000
Repayment of advances from stockholder (18,000) -- (18,000)
Increase in common stock payable 200,000 -- 200,000
Proceeds from issuance of common stock 500 6,000 35,000
--------- --------- ---------
Net cash provided by financing activities 182,500 6,000 235,000
--------- --------- ---------
NET INCREASE IN CASH 174,720 5,351 199,974
CASH, BEGINNING OF PERIOD 25,254 -- --
--------- --------- ---------
CASH, END OF PERIOD $ 199,974 $ 5,351 $ 199,974
========= ========= =========
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The accompanying notes are an integral part of
the condensed financial statements.
6
Topaz Resources, Inc.
(Formerly Kids Germ Defense Corp.)
(A Development Stage Company)
Notes to Condensed Financial Statements
Three Months Ended March 31, 2010
(Unaudited)
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Kids Germ Defense Corp. (the "Company") is a development stage enterprise that
was incorporated in the state of Florida on January 16, 2009. To date, the
Company's activities have been limited to raising capital, organizational
matters and structuring its business plan. The corporate headquarters are
located in Denton, Texas. The Company is an independent oil and gas company
focusing on production, acquisitions and developmental drilling opportunities
within proven producing areas of North-Central-West Texas.
Effective April 16, 2010, the Company changed its name from Kids Germ Defense
Corp. to Topaz Resources, Inc.
ACCOUNTING BASIS
In the opinion of management, all adjustments consisting only of normal
recurring adjustments necessary for a fair statement of (a) the results of
operations for the periods ended March 31, 2010 and 2009 and the Period January
16, 2009 (Date of Inception) through March 31, 2010, (b) the financial position
at March 31, 2010 and December 31, 2009, and (c) cash flows for the periods
ended March 31, 2010 and 2009, and the Period January 16, 2009 (Date of
Inception) through March 31, 2010, have been made.
The unaudited condensed financial statements and notes are presented in
accordance with SEC Form 10-Q. Accordingly, certain information and note
disclosures normally included in the financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been omitted. The accompanying condensed financial statements and notes
should be read in conjunction with the audited financial statements and notes of
the Company for the fiscal year ended December 31, 2009. The results of
operations for the three month period ended March 31, 2010 are not necessarily
indicative of those to be expected for the entire year.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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
during the reporting period. Actual results could differ from those estimates.
NOTE 2. GOING CONCERN
The accompanying condensed financial statements have been prepared assuming that
the Company will continue as a going concern. For the three months ended March
31, 2010 and since inception through March 31, 2010, the Company has had a net
loss of $12,707 and $75,341, respectively. As of March 31, 2010, the Company has
not emerged from the development stage. In view of these matters, the Company's
ability to continue as a going concern is dependent upon the Company's ability
to begin operations and to achieve a level of profitability. Since inception,
the Company has financed its activities principally from loans from the
executive officer and sale of public equity securities. The Company intends on
financing its future development activities and its working capital needs
largely from the sale of public equity securities with some additional funding
from other traditional financing sources, including term notes until such time
that funds provided by operations are sufficient to fund working capital
requirements. The financial statements of the Company do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classifications of liabilities that might be
necessary should the Company be unable to continue as a going concern.
7
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
Management has reviewed all recent accounting pronouncements issued by FASB
(including EITF), the AICPA and the SEC since the last audited financial
statements, and does not believe that they will have a material impact on the
Company's present or future financial statements.
NOTE 4. STOCKHOLDER'S EQUITY TRANSACTIONS
The Company's Board of Directors has authorized 700,000,000 shares of common
stock with a par value of $0.0001 and 10,000,000 shares of preferred stock, par
value of $0.0001 to be issued in accordance with the terms and conditions as
determined by the Board. The Preferred Stock ranks senior to the common stock as
to dividends and liquidation.
Effective April 16, 2010, the Company effected a forward stock split of the
Company's common stock on a seven for one basis, such that its authorized shares
of common stock has increased from 100,000,000 to 700,000,000.
On January 16, 2009, the Company issued 63,000,000 shares of common stock at
$0.0001 per share for a total of $6,000.
On January 16, 2009, the Company authorized a Private Placement Offering of up
to 21,000,000 shares of common stock at a price of $0.0014 per share. The total
amount raised in this financing was $29,000. As of December 31, 2009, the
Company had issued 20,300,000 common shares and had received $28,500 in cash
proceeds, and $500 in a stock subscription receivable. As of March 31, 2010 the
additional $500 had been received for the total of $29,000 from the sale of its
stock.
NOTE 5. SUBSEQUENT EVENTS
Effective April 16, 2010, the Company changed its name from Kids Germ Defense
Corp. to Topaz Resources, Inc. The Company also effected a forward stock split
of the Company's common stock on a seven for one basis, such that its authorized
shares of common stock has increased from 100,000,000 to 700,000,000.
Effective April 22, 2010, the Company and an investor signed a subscription
agreement to purchase a total of 800,000 shares of the Company's common stock at
$0.25 per share plus 30,000,000 warrants to purchase shares of the Company's
common stock at an exercise price of $0.50 per share for a total amount of
$200,000. As of March 31, 2010, the Company has received the $200,000
subscription price and recorded a common stock payable for the 800,000 shares of
common stock.
The warrants entitle the holder to purchase 30,000,000 shares of the Company's
common stock, at any time, at an exercise price of $0.50 per share, either cash
or cashless exercise is permitted as determined by the holder of the warrant.
The warrants expire in 2015.
No other material subsequent events have occurred since March 31, 2010 that
requires recognition or disclosure in these financial statements.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS OF
OPERATIONS SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE
NOTES THERETO INCLUDED ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-Q AND IN
OUR ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON FEBRUARY 16, 2010.
THIS FILING, INCLUDING BUT NOT LIMITED TO "MANAGEMENT'S DISCUSSION AND
ANALYSIS", CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS "ANTICIPATED,"
"BELIEVE," "EXPECT," "PLAN," "INTEND," "SEEK," "ESTIMATE," "PROJECT," "WILL,"
"COULD," "MAY," AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE
OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH
STATEMENTS REFLECT THE COMPANY'S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND
FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT
LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN,
POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND
COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET
PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH
ARE BEYOND THE COMPANY'S CONTROL. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE ANTICIPATED IN THESE FORWARD- LOOKING STATEMENTS AS A RESULT OF
SEVERAL FACTORS, INCLUDING THE RISKS FACED BY US AS DESCRIBED BELOW AND
ELSEWHERE IN THIS FORM 10-Q AS WELL AS IN OUR FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2010. IN LIGHT OF THESE RISKS
AND UNCERTAINTIES THERE CAN BE NO ASSURANCE THAT THE FORWARD-LOOKING STATEMENTS
CONTAINED IN THIS FORM 10-Q WILL OCCUR. WE HAVE NO OBLIGATION TO PUBLICLY UPDATE
OR REVISE THESE FORWARD-LOOKING STATEMENTS TO REFLECT NEW INFORMATION, FUTURE
EVENTS, OR OTHERWISE, EXCEPT AS REQUIRED BY FEDERAL SECURITIES LAWS AND WE
CAUTION YOU NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS. WE
MAY NOT UPDATE THESE FORWARD-LOOKING STATEMENTS, EVEN THOUGH OUR SITUATION MAY
CHANGE IN THE FUTURE.
OVERVIEW
The following discussion and analysis should be read in conjunction with the
financial statements, included herewith. This discussion should not be construed
to imply that the results discussed herein will necessarily continue into the
future, or that any conclusion reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents only the best
present assessment of our management.
Our immediate priority is to either secure suitable financing to continue with
our existing business or change our business and conclude a merger, acquisition
or combination with a business prospect. This is critical to insure our survival
and to preserve our shareholder's investment in our common shares. At this stage
in our operations, we believe either course is acceptable, as our operations
have not been profitable and our Company will fail without further significant
financing. We currently have $199,974 in cash.
Concurrent with our search for additional financing for our existing business,
we are also actively seeking business opportunities with established business
entities for the merger of a target business with our Company.
RESULTS OF OPERATIONS
Our Company posted losses of $75,341 from inception of the Company January 16,
2009 to our year ended March 31, 2010. The principal components of our losses
for the three months ended March 31, 2010 were related to the preparation of our
Annual Report, legal and audit fees. During the period from January 16, 2009
through March 31, 2009, the loss of $649 was primarily related to the start up
expenses, legal and administrative fees.
LIQUIDITY AND CAPITAL RESOURCES
From inception of the company January 16, 2009 to year ended March 31, 2010 we
had cash of $199,974. Because of a minimum amount of cash, and not being able to
generate any revenue from our business we need to raise additional funds for the
development of our business and to respond to unanticipated requirements or
expenses, or to fund the identification, evaluation and combination or merger
with a suitable business opportunity.
9
Effective April 22, 2010, the Company and an investor signed a subscription
agreement to purchase a total of 800,000 shares of the Company's common stock at
$0.25 per share plus 30,000,000 warrants to purchase shares of the Company's
common stock at an exercise price of $0.50 per share for a total amount of
$200,000. As of March 31, 2010, the Company has received the $200,000
subscription price and recorded a common stock payable for the 800,000 shares of
common stock.
We do not currently have any arrangements for financing and we can provide no
assurance to investors we will be able to find such financing. There can be no
assurance that additional financing will be available to us, or on terms that
are acceptable. Consequently, we may not be able to proceed with our intended
business plans and our business will then likely fail.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the three months ended March 31,
2010, the Company incurred a net loss of $12,707 and has incurred significant
losses since inception. As of March 31, 2010, the Company has an accumulated
deficit of $75,341. The Company used $7,780 and $649 of cash from operations
during 2010 and 2009, respectively, which was funded by proceeds from the sale
of common stock. There is no assurance that such financing will be available in
the future. In view of these matters, there is substantial doubt that the
Company will continue as a going concern. The Company is currently pursuing the
following sources of short and long-term working capital:
The Company's ability to continue as a going concern is highly dependent on our
ability to obtain additional sources of cash flow sufficient to fund our working
capital requirements. However, there can be no assurance that the Company will
be successful in its efforts to secure such cash flow. Any failure by us to
timely procure additional financing or investment adequate to fund our ongoing
operations, including planned product development initiatives and
commercialization efforts, will have material adverse consequences on our
financial condition, results of operations and cash flows.
The financial statements of the Company do not include any adjustments relating
to the recoverability and classification of recorded assets, or the amounts and
classifications of liabilities that might be necessary should the Company be
unable to continue as a going concern.
ECONOMY AND INFLATION
Except as disclosed herein, we have not experienced any significant cancellation
of orders due to the downturn in the economy and only a small number of
customers requested delays in delivery or production of orders in process. Our
management believes that inflation has not had a material effect on our results
of operations.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off balance sheet arrangements that are reasonably likely to
have a current or future effect on our financial condition, revenues, and
results of operations, liquidity or capital expenditures.
10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLSOURES ABOUT MARKET RISK
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
The Certifying Officers have concluded that the disclosure controls and
procedures are effective at the "reasonable assurance" level. Under the
supervision and with the participation of management, as of the end of the
period covered by this report, the Certifying Officers evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act).
Furthermore, the Certifying Officers concluded that our disclosure controls and
procedures in place are designed to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is (i)
recorded, processed, summarized and reported on a timely basis in accordance
with applicable Commission rules and regulations; and (ii) accumulated and
communicated to our management, including our Certifying Officers and other
persons that perform similar functions, if any, to allow us to make timely
decisions regarding required disclosure in our periodic filings.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
No change in the Company's internal control over financial reporting occurred
during the three months ended March 31, 2010, that materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The status of our legal proceedings, as disclosed in our Annual Report remains
unchanged.
The Company may be party to lawsuits from time to time arising in the ordinary
course of its business. The Company provides for costs relating to these matters
when a loss is probable and the amount is reasonably estimable. The effect of
the outcome of these matters on the Company's future results of operations
cannot be predicted because any such effect depends on future results of
operations and the amount and timing of the resolution of such matters.
11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2010, the Company did not issue any
unregistered equity.
Effective April 22, 2010, the Company and an investor signed a subscription
agreement to purchase a total of 800,000 shares of the Company's common stock at
$0.25 per share plus 30,000,000 warrants to purchase shares of the Company's
common stock at an exercise price of $0.50 per share for a total amount of
$200,000.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
There have been no defaults in any material payments during the covered period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the three months ended March 31, 2010, the Company did not submit any
matters to a vote of its security holders.
ITEM 5. OTHER INFORMATION
The Company does not have any other material information to report with respect
to the three months ended March 31, 2010.
ITEM 6. EXHIBITS
No. Exhibit
--- -------
3.1 Articles of Incorporation*
3.2 By Laws*
31.1 Certification of Chief Executive Officer pursuant to section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
----------
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* Incorporated by reference to the exhibits included with the Registration
Statement on Form S-1, File No. 333-158721, as filed December 8, 2009.
12
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.
TOPAZ RESOURCES, INC.
(Registrant)
/s/ EDWARD J. MUNDEN Dated: May 17, 2010
-------------------------------------------
Edward J. Munden
President and Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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