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 November 30, 2011
or
[ ] 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: 000-52410
SKY HARVEST WINDPOWER CORP.
(Exact name of registrant as specified in its charter)
Nevada N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
890 West Pender Street, Suite 710, Vancouver, BC, Canada V6C 1J9
(Address of principal executive offices) (Zip Code)
(604) 267-3041
(Registrant's telephone number, including area code)
N/A
(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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). 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 "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
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.
31,702,016 shares of common stock are issued and outstanding as of January 12,
2012 (including 15,680,016 shares of common stock reserved for issuance in
exchange for certain outstanding exchangeable securities of the registrant).
INDEX
Page
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited) 3
CONSOLIDATED BALANCE SHEETS as of November 30, 2011 and May 31, 2011 3
CONSOLIDATED STATEMENTS OF OPERATIONS for the Three Months and
Six Months Ended November 30, 2011 and 2010, and for the period
since inception 4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY for the period
since inception 5
CONSOLIDATED STATEMENTS OF CASH FLOWS for the Six Months Ended
November 30, 2011 and 2010, and for the period since inception 9
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 17
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
Item 4. Controls and Procedures 24
PART II OTHER INFORMATION
Item 1. Legal Proceedings 25
Item 1A. Risk Factors 25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
Item 3. Defaults Upon Senior Securities 25
Item 4 (Removed and reserved) 25
Item 5. Other Information 25
Item 6. Exhibits 26
SIGNATURES 28
2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in US Dollars)
(Unaudited)
November 30, May 31,
2011 2011
------------ ------------
$ $
ASSETS
Current Assets
Cash and cash equivalents 113,675 23,465
Other receivables 7,452 10,855
Prepaid expenses 5,262 53,120
------------ ------------
Total Current Assets 126,389 87,440
Property and equipment, net (Note 4) 67,993 71,945
------------ ------------
Total Assets 194,382 159,385
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Accounts payable 156,983 166,576
Accrued liabilities 245 3,156
Due to related parties (Note 7) 85,785 283,023
Note payable (Note 5) 50,000 60,324
------------ ------------
Total Liabilities 293,013 513,079
------------ ------------
Stockholders' Equity (Deficit)
Preferred Stock:
Authorized: 10,000,000 shares, $0.001 par value
Issued and outstanding: 1 share (May 31, 2011 - 1 share) -- --
Common Stock:
Authorized: 100,000,000 shares, $0.001 par value
Issued and outstanding: 31,702,016 shares
(May 31, 2011 - 29,732,016 shares) 31,702 29,732
Additional paid-in capital 6,374,879 5,829,796
Common stock subscribed (Note 10) 6,750 6,750
Accumulated other comprehensive loss (33,069) (82,445)
Deficit accumulated during the development stage (6,478,893) (6,137,527)
------------ ------------
Total Stockholders' Deficit (98,631) (353,694)
------------ ------------
Total Liabilities and Stockholders' Equity Deficit 194,382 159,385
============ ============
Continuing operations (Note 1)
Commitments and contingencies (Note 10)
(The accompanying notes are an integral part of
these consolidated financial statements)
3
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in US Dollars, except number of shares)
(Unaudited)
Accumulated from For the For the For the For the
February 25, 2005 Three Months Three Months Six Months Six Months
(Date of Inception) to Ended Ended Ended Ended
November 30, November 30, November 30, November 30, November 30,
2011 2011 2010 2011 2010
------------ ------------ ------------ ------------ ------------
$ $ $ $ $
Expenses
Consulting fees 381,634 502 25,890 15,187 46,077
Engineering and development 536,299 50,675 23,956 123,968 40,014
Management fees (Note 7) 705,097 88,632 15,740 104,517 62,070
Professional fees 389,499 17,797 29,053 35,734 31,409
General and administrative 1,784,179 7,313 50,041 16,667 30,486
Acquired development costs 242,501 -- -- -- --
------------ ------------ ------------ ------------ ------------
Operating loss (4,039,209) (164,919) (144,680) (296,073) (210,056)
Other Income (Loss)
Impairment loss (2,551,440) -- -- -- --
Interest income 89,382 -- (5) -- 24
Foreign exchange gain (loss) 34,931 (41,808) 25,727 (48,722) 10,043
Settlement of debt (12,557) -- -- 3,429 --
------------ ------------ ------------ ------------ ------------
Net loss (6,478,893) (206,727) (118,958) (341,366) (199,989)
Other Comprehensive Loss
Foreign currency translation adjustments (33,069) 39,103 (25,421) 49,376 (10,750)
------------ ------------ ------------ ------------ ------------
Comprehensive loss (6,511,962) (167,624) (144,379) (291,990) (210,739)
============ ============ ============ ============ ============
Net loss per common share -
basic and diluted (0.01) (0.00) (0.01) (0.01)
------------ ------------ ------------ ------------
Weighted average number of common
stock outstanding 31,702,000 29,732,000 29,958,000 29,732,000
------------ ------------ ------------ ------------
(The accompanying notes are an integral part of
these consolidated financial statements)
4
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
(Expressed in US Dollars, except number of shares)
(Unaudited)
Deficit
Accumulated
Additional Common During the
Preferred Common Paid-in Stock Development
Stock Amount Shares Amount Capital Subscribed Stage Total
# $ # $ $ $ $ $
------ ------ ---------- -------- --------- ------- ---------- --------
Balance - February 25, 2005
(Date of Inception) -- -- -- -- -- -- -- --
Common stock issued on March 2,
2005 to founders for cash at
$0.00167 per share -- -- 6,000,000 6,000 4,000 -- -- 10,000
Common stock issued from
March 4, 2005 to March 20,
2005 for cash at $0.0033
per share -- -- 3,000,000 3,000 7,000 -- -- 10,000
Common stock issued on
March 31, 2005 for cash
at $0.0167 per share -- -- 300,000 300 4,700 -- -- 5,000
Common stock issued from
April 7, 2005 to April 28,
2005 for cash at $0.0167
per share -- -- 480,000 480 7,520 -- -- 8,000
Common stock issued from May 1,
2005 to May 25, 2005 for cash
at $0.0167 per share -- -- 690,000 690 10,810 -- -- 11,500
Common stock issued on May 29,
2005 for cash at $0.0167 per
share -- -- 60,000 60 9,940 -- -- 10,000
Net loss for the period -- -- -- -- -- -- (12,321) (12,321)
------ ------ ---------- -------- --------- ------- ---------- --------
Balance - May, 31 2005
carried forward -- -- 10,530,000 10,530 43,970 -- (12,321) 42,179
------ ------ ---------- -------- --------- ------- ---------- --------
(The accompanying notes are an integral part of
these consolidated financial statements)
5
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
(Expressed in US Dollars, except number of shares)
(Unaudited)
Deficit
Accumulated
Additional Common During the
Preferred Common Paid-in Stock Development
Stock Amount Shares Amount Capital Subscribed Stage Total
# $ # $ $ $ $ $
------ ------ ---------- -------- --------- ------- ---------- ---------
Balance - May, 31, 2005
brought forward -- -- 10,530,000 10,530 43,970 -- (12,321) 42,179
Net loss for the year -- -- -- -- -- -- (57,544) (57,544)
------ ------ ---------- -------- --------- ------- ---------- ---------
Balance - May 31, 2006 -- -- 10,530,000 10,530 43,970 -- (69,865) (15,365)
Common stock subscribed -- -- -- -- -- 500,500 -- 500,500
Stock-based compensation -- -- -- -- 365,508 -- -- 365,508
Net loss for the year -- -- -- -- -- -- (435,426) (435,426)
------ ------ ---------- -------- --------- ------- ---------- ---------
Balance - May 31, 2007
carried forward -- -- 10,530,000 10,530 409,478 500,500 (505,291) 415,217
------ ------ ---------- -------- --------- ------- ---------- ---------
(The accompanying notes are an integral part of
these consolidated financial statements)
6
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
(Expressed in US Dollars, except number of shares)
(Unaudited)
Deficit
Accumulated
Additional Common During the
Preferred Common Paid-in Stock Development
Stock Amount Shares Amount Capital Subscribed Stage Total
# $ # $ $ $ $ $
------ ------ ---------- -------- --------- ------- ---------- ---------
Balance - May 31, 2007
carried forward -- -- 10,530,000 10,530 409,478 500,500 (505,291) 415,217
Common stock issued on July
11, 2007 for cash at $0.70
per share -- -- 715,000 715 499,785 (500,500) -- --
Common stock issued on July
11, 2007 for finders' fees -- -- 71,500 71 49,979 -- -- 50,050
Common stock issued on July
27, 2007 for cash at $1.20
per share -- -- 1,075,000 1,075 1,288,925 -- -- 1,290,000
One million share purchase
warrants issued for finders'
fee -- -- -- -- 321,279 -- -- 321,279
Finders' fees -- -- -- -- (498,080) -- -- (498,080)
Net loss for the year -- -- -- -- -- -- (256,830) (256,830)
------ ------ ---------- -------- --------- ------- ---------- ---------
Balance - May 31, 2008 -- -- 12,391,500 12,391 2,071,366 -- (762,121) 1,321,636
Common stock subscribed -- -- -- -- -- 6,750 -- 6,750
Net loss for the year -- -- -- -- -- -- (341,733) (341,733)
------ ------ ---------- -------- --------- ------- ---------- ---------
Balance - May 31, 2009
carried forward -- -- 12,391,500 12,391 2,071,366 6,750 (1,103,854) 986,653
------ ------ ---------- -------- --------- ------- ---------- ---------
(The accompanying notes are an integral part of
these consolidated financial statements)
7
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
(Expressed in US Dollars, except number of shares)
(Unaudited)
Deficit
Accumulated
Additional Common Accumulated During the
Preferred Common Paid-in Stock Other Development
Stock Amount Shares Amount Capital Subscribed Comprehensive Stage Total
# $ # $ $ $ Loss $ $
---- ------ ---------- -------- --------- ------- ---------- ---------- ----------
Balance - May 31, 2009
carried forward -- -- 12,391,500 12,391 2,071,366 6,750 -- (1,103,854) 986,653
Common stock issued
pursuant to business
acquisition -- -- 17,340,516 17,341 2,583,736 -- -- -- 2,601,077
Preferred stock issued
pursuant to business
acquisition 1 -- -- -- -- -- -- -- --
Stock-based compensation -- -- -- -- 589,514 -- -- -- 589,514
Accumulated other
comprehensive loss -- -- -- -- -- -- (28,257) -- (28,257)
Net loss for year -- -- -- -- -- -- -- (1,549,409) (1,549,409)
---- ------ ---------- -------- --------- ------- ---------- ---------- ----------
Balance - May 31, 2010 1 -- 29,732,016 29,732 5,244,616 6,750 (28,257) (2,653,263) 2,599,578
Stock-based compensation -- -- -- -- 585,180 -- -- -- 585,180
Accumulated other
comprehensive loss -- -- -- -- -- -- (54,188) -- (54,188)
Net loss for the year -- -- -- -- -- -- -- (3,484,264) (3,484,264)
---- ------ ---------- -------- --------- ------- ---------- ---------- ----------
Balance - May 31, 2011 1 -- 29,732,016 29,732 5,829,796 6,750 (82,445) (6,137,527) (353,694)
Stock-based compensation -- -- -- -- (4,897) -- -- -- (4,897)
Accumulated other
comprehensive loss -- -- -- -- -- -- 49,376 -- 49,376
Common stock issued on
June 21, 2011 for cash
at $0.25 per share -- -- 1,970,000 1,970 490,530 -- -- -- 492,500
Disgorgement of swing
trading profits -- -- -- -- 59,450 -- -- -- 59,450
Net loss for the period -- -- -- -- -- -- -- (341,366) (341,366)
---- ------ ---------- -------- --------- ------- ---------- ---------- ----------
Balance - November 30, 2011 1 -- 31,702,016 31,702 6,374,879 6,750 (33,069) (6,478,893) (98,631)
==== ====== ========== ======== ========= ======= ========== ========== ==========
(The accompanying notes are an integral part of
these consolidated financial statements)
8
Sky Harvest Windpower Corp.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
Accumulated from For the For the
February 25, 2005 Six Months Six Months
(Date of Inception) to Ended Ended
November 30, November 30, November 30,
2011 2011 2010
------------ ------------ ------------
$ $ $
Operating activities
Net loss for the period (6,478,893) (341,366) (199,989)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 23,361 350 2,424
Stock-based compensation 1,540,265 (4,897) (9,675)
Impairment loss 2,551,440 -- --
Loss on settlement of debt 12,557 (3,429) --
Acquired development costs 242,501 -- --
Changes in operating assets and liabilities:
Prepaid expenses 6,872 47,858 18,078
Accrued interest 244 -- 31
Accounts payable and accrued liabilities 138,992 (9,075) 105,089
Account receivable (25,809) 3,404 (38,625)
Note receivable (280,000) -- --
Due to related parties 23,367 (51,081) 41,081
------------ ------------ ------------
Net cash flows used in operating activities (2,245,103) (358,236) (81,586)
------------ ------------ ------------
Investing activities
Purchase of equipment (23,504) -- --
Purchase of short-term investments (2,472,839) -- --
Redemption of short-term investments 2,493,484 -- 22,840
Cash acquired from acquisition 21,016 -- --
------------ ------------ ------------
Net cash flows provided by investing activities 18,157 -- 22,840
------------ ------------ ------------
Financing activities
Proceeds from common stock issuances 2,210,749 492,500 --
Proceeds from (Repayment of) related party loans 62,854 (144,536) 59,028
Proceeds from (Repayment of) note payable 50,000 (10,324) 18,000
Proceeds from swing sale disgorgement 59,450 59,450 --
------------ ------------ ------------
Net cash flows provided by financing activities 2,383,053 397,090 77,028
------------ ------------ ------------
Effect of exchange rate changes on cash (42,432) 51,356 (11,846)
------------ ------------ ------------
Increase (decrease) in cash and cash equivalents 113,675 90,210 6,436
Cash and cash equivalents - beginning of period -- 23,465 234
------------ ------------ ------------
Cash and cash equivalents - end of period 113,675 113,675 6,670
============ ============ ============
Supplementary disclosures:
Interest paid -- -- --
Income taxes paid -- -- --
------------ ------------ ------------
Significant non-cash investing and financing activities:
Stock issuance for acquisition 2,601,077 -- --
Increase intangible asset due to acquisition 2,551,400 -- --
Accounts payable increased due to acquisition 30,986 -- --
------------ ------------ ------------
(The accompanying notes are an integral part of
these consolidated financial statements)
9
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2011
(Expressed in US Dollars)
(Unaudited)
1. Organization and Description of Business
Sky Harvest Windpower Corp. (the "Company") was incorporated in the State
of Nevada on February 25, 2005. The Company is a Development Stage Company,
as defined by Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") 915, DEVELOPMENT STAGE ENTITIES. Its
activities to date have been limited to capital formation, organization,
and development of its business plan for the exploration and development of
wind power projects in Canada.
Effective July 13, 2009, the Company acquired all the outstanding common
stock of Sky Harvest Windpower (Saskatchewan) Corp. ("Sky Harvest -
Saskatchewan"), a private company incorporated under the laws of Canada.
On September 1, 2009, the Company completed a merger with its wholly-owned
inactive subsidiary, Sky Harvest Windpower Corp., a Nevada corporation,
which was incorporated solely to effect a change in the Company's name. As
a result, the Company changed its name from Keewatin Windpower Corp. to Sky
Harvest Windpower Corp.
These consolidated financial statements have been prepared on a going
concern basis, which implies the Company will continue to realize its
assets and discharge its liabilities in the normal course of business. The
Company has never generated revenues since inception and has never paid any
dividends and is unlikely to pay dividends or generate earnings in the
immediate or foreseeable future. The continuation of the Company as a going
concern is dependent upon the continued financial support from its
shareholders, the ability of the Company to obtain necessary equity
financing to continue operations, the successful exploitation of
economically recoverable electricity in its wind power projects, and the
attainment of profitable operations. As at November 30, 2011, the Company
has accumulated losses of $6,478,893 since inception. These factors raise
substantial doubt regarding the Company's ability to continue as a going
concern. These consolidated financial statements do not include any
adjustments to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.
Management plans to raise additional funds through debt and equity
offerings. Management has yet to decide what type of offering the Company
will use or how much capital the Company will attempt to raise and on what
terms. There is however no assurance that the Company will be able to raise
any additional capital through any type of offering on terms acceptable to
the Company.
2. Significant Accounting Polices
a. Basis of Accounting
The Company's consolidated financial statements are prepared using the
accrual method of accounting. These consolidated statements include
the accounts of the Company and its wholly-owned subsidiaries Keewatin
Windpower Inc. and Sky Harvest - Saskatchewan. All significant
intercompany transactions and balances have been eliminated. The
Company has elected a May 31 year-end.
b. Cash Equivalents
The Company considers all highly liquid investments purchased with an
original maturity of three months or less to be cash equivalents.
c. Fair Value Measurements
ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES, defines fair value
as the price that would be received from selling an asset or paid to
transfer a liability in an orderly transaction between market
participants at the measurement date. In determining fair value for
assets and liabilities required or permitted to be recorded at fair
value, the Company considers the principal or most advantageous market
in which it would transact and it considers assumptions that market
participants would use when pricing the asset or liability.
10
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2011
(Expressed in US Dollars)
(Unaudited)
2. Significant Accounting Polices (continued)
c. Fair Value Measurements (continued)
FAIR VALUE HIERARCHY
ASC 820 establishes a fair value hierarchy that requires an entity to
maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. A financial
instrument's categorization within the fair value hierarchy is based
upon the lowest level of input that is significant to the fair value
measurement. ASC 820 establishes three levels of inputs that may be
used to measure fair value:
LEVEL 1
Level 1 applies to assets and liabilities for which there are quoted
prices in active markets for identical assets or liabilities.
Valuations are based on quoted prices that are readily and regularly
available in an active market and do not entail a significant degree
of judgment.
LEVEL 2
Level 2 applies to assets and liabilities for which there are other
than Level 1 observable inputs such as quoted prices for similar
assets or liabilities in active markets, quoted prices for identical
assets or liabilities in markets with insufficient volume or
infrequent transactions (less active markets), or model-derived
valuations in which significant inputs are observable or can be
derived principally from, or corroborated by, observable market data.
Level 2 instruments require more management judgment and subjectivity
as compared to Level 1 instruments. For instance:
* Determining which instruments are most similar to the instrument
being priced requires management to identify a sample of similar
securities based on the coupon rates, maturity, issuer, credit
rating and instrument type, and subjectively select an individual
security or multiple securities that are deemed most similar to
the security being priced; and
* Determining whether a market is considered active requires
management judgment.
LEVEL 3
Level 3 applies to assets and liabilities for which there are
unobservable inputs to the valuation methodology that are significant
to the measurement of the fair value of the assets or liabilities. The
determination of fair value for Level 3 instruments requires the most
management judgment and subjectivity.
The Company believes the fair value of its financial instruments
consisting of cash, other receivables, accounts payable, amounts due
to related parties and notes payable approximate their carrying values
due to the relatively short maturity of these instruments.
d. Equipment
(i) Amortization Methods and Rates
Equipment is carried at cost. Depreciation is computed using a
straight-line method over the estimated useful lives of the
depreciable property, which range from 3 to 5 years. Management
evaluates useful lives regularly in order to determine recoverability
taking into consideration current technological conditions.
Maintenance and repairs are charged to expenses as incurred; additions
and betterments are capitalized. Upon retirement or disposal of any
item of equipment, the cost and related accumulated depreciation of
the disposed assets is removed, and any resulting gain or loss is
credited or charged to operations. Costs included in wind equipment
are under construction and will be amortized over their useful life on
a straight-line basis once they are put into use.
11
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2011
(Expressed in US Dollars)
(Unaudited)
2. Significant Accounting Polices (continued)
d. Equipment (continued)
(ii) Asset Impairment
The Company performs impairment tests on its property and equipment
when events or changes in circumstances occur that indicate the
carrying value of an asset may not be recoverable. Estimated future
cash flows are calculated using estimated future prices and operating
and capital costs on an undiscounted basis. When the carrying value of
the property and equipment exceeds estimated future cash flows, the
asset is impaired. An impairment loss is recorded to the extent the
carrying value exceeds the discounted value of the estimated future
cash flows.
(iii) Repairs and Maintenance
Repairs and maintenance costs are charged to expense as incurred,
except when these repairs significantly extend the life of an asset or
result in an operating improvement. In these instances, the portion of
these repairs relating to the betterment is capitalized as part of
property and equipment.
e. Long Lived Assets
INTANGIBLE ASSETS
In accordance with ASC 350, INTANGIBLES - GOODWILL AND OTHER, goodwill
is required to be tested for impairment on an annual basis, or more
frequently if certain indicators arise, using the guidance
specifically provided, and purchased intangible assets other than
goodwill are required to be amortized over their useful lives unless
there lives are determined to be indefinite.
Management reviews intangible assets at least annually, and on an
interim basis when conditions require, evaluates events or changes in
circumstances that may indicate impairment in the carrying amount of
such assets. An impairment loss is recognized in the statement of
operations in the period that the related asset is deemed to be
impaired.
In accordance with ASC 360, PROPERTY, PLANT AND EQUIPMENT, the Company
tests long-lived assets or asset groups for recoverability when events
or changes in circumstances indicate that their carrying amount may
not be recoverable. Circumstances which could trigger a review
include, but are not limited to: significant decreases in the market
price of the asset; significant adverse changes in the business
climate or legal factors; accumulation of costs significantly in
excess of the amount originally expected for the acquisition or
construction of the asset; current period cash flow or operating
losses combined with a history of losses or a forecast of continuing
losses associated with the use of the asset; and current expectation
that the asset will more likely than not be sold or disposed
significantly before the end of its estimated useful life.
Recoverability is assessed based on the carrying amount of the asset
and its fair value which is generally determined based on the sum of
the undiscounted cash flows expected to result from the use and the
eventual disposal of the asset, as well as specific appraisal in
certain instances. An impairment loss is recognized when the carrying
amount is not recoverable and exceeds fair value.
f. Income Taxes
Income taxes are provided in accordance with ASC 740, INCOME TAXES. A
deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carry forwards. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
12
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2011
(Expressed in US Dollars)
(Unaudited)
2. Significant Accounting Polices (continued)
g. Foreign Currency Translation
The functional currency of the Company's Canadian subsidiaries is the
applicable local currency. The functional currency is translated into
U.S. dollars for balance sheet accounts using current exchange rates
in effect as of the balance sheet date and for revenue and expense
accounts and cash flow items using a weighted-average exchange rate
during the reporting period. Adjustments resulting from translation
are included in accumulated comprehensive income (loss), a separate
component of shareholders' equity (deficit).
Monetary assets and liabilities denominated in foreign currencies are
translated using the exchange rate prevailing at the balance sheet
date. Gains and losses arising on translation or settlement of foreign
currency denominated transactions or balances are included in the
determination of income. Foreign currency transactions are primarily
undertaken in Canadian dollars. The Company has not, to the date of
these consolidated financial statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.
h. Basic Earnings (Loss) per Share
The Company computes net income (loss) per share in accordance with
ASC 260, EARNINGS PER SHARE. ASC 260 specifies the computation,
presentation and disclosure requirements for earnings (loss) per share
for entities with publicly held common stock. Basic net earnings
(loss) per share amounts are computed by dividing the net earnings
(loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings
(loss) per share due to the lack of dilutive items in the Company.
i. Use of Estimates
The preparation of consolidated financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make certain estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenue
and expenses during the periods presented. Actual results could differ
from those estimates.
Significant estimates made by management are, among others,
realizability of long-lived assets, deferred taxes and stock option
valuation. Management reviews its estimates on a quarterly basis and,
where necessary, makes adjustments prospectively.
j. Stock-Based Compensation
The Company records stock-based compensation in accordance with ASC
718, COMPENSATION - STOCK BASED Compensation, and ASC 505-50, EQUITY
BASED PAYMENTS TO NON-EMPLOYEES, using the fair value method. All
transactions in which goods or services are the consideration received
for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable.
Equity instruments issued to employees and the cost of the services
received as consideration are measured and recognized based on the
fair value of the equity instruments issued.
k. Website Development Costs
The Company capitalizes website development costs in accordance with
ASC 350, INTANGIBLES - GOODWILL AND OTHER, whereby costs related to
the preliminary project stage of development are expensed and costs
related to the application development stage are capitalized. Any
additional costs for upgrades and enhancements which result in
additional functionality will be capitalized. Capitalized costs will
be amortized based on their estimated useful life over three years.
Internal costs related to the development of website content are
charged to operations as incurred.
13
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2011
(Expressed in US Dollars)
(Unaudited)
2. Significant Accounting Polices (continued)
l. Comprehensive Income
ASC 220, COMPREHENSIVE INCOME, establishes standards for the reporting
and display of comprehensive income and its components in the
consolidated financial statements. As at November 30, 2011 and 2010,
the Company`s only component of comprehensive income (loss) was
foreign currency translation adjustments.
3. Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in
effect and that may impact its financial statements and does not believe
that there are any other new accounting pronouncements that have been
issued that might have a material impact on its financial position or
results of operations.
4. Property and equipment
November 30, 2011 May 31, 2011
Accumulated Net Carrying Net Carrying
Cost Depreciation Value Value
---- ------------ ----- -----
$ $ $ $
Computer equipment 5,916 (5,388) 528 781
Asset under construction 66,879 -- 66,879 70,447
Wind tower equipment 22,116 (21,530) 586 717
------- -------- -------- --------
94,911 (26,918) 67,993 71,945
======= ======== ======== ========
5. Note Payable
During the year ended May 31, 2011, the Company received advances from
third parties in the amount of $60,324. During the three months ended
November 30, 2011, the Company repaid $10,324. At November 30, 2011,
advances of $50,000 remain outstanding. The amount is unsecured,
non-interest bearing and due on demand.
6. Preferred Stock
On July 11, 2009, the Company entered into a voting and exchange trust
agreement among its subsidiary, Keewatin Wind Power Corp., and Valiant
Trust Company (Valiant Trust) whereby the Company issued and deposited with
Valiant Trust one special preferred voting share of the Company in order to
enable Valiant Trust to execute certain voting and exchange rights as
trustee from time to time for and on behalf of the registered holders of
the preferred shares of Keewatin Wind Power Corp. Each preferred share of
Keewatin Wind Power Corp. is exchangeable into one share of common stock of
the Company at the election of the shareholder, or, in certain
circumstances, of the Company.
As of November 30, 2011, the Company had issued 885,000 shares of common
stock to holders of 885,000 shares of exchangeable preferred shares of its
subsidiary Keewatin Wind Power Corp., pursuant to them exercising their
exchange rights. As of November 30, 2011, there were 15,680,016 outstanding
exchangeable shares (May 31, 2011 - 15,680,016 shares).
As the exchangeable shares have already been recognized in connection with
the acquisition of Sky Harvest - Saskatchewan, the value ascribed to these
shares on exchange is $Nil.
14
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2011
(Expressed in US Dollars)
(Unaudited)
7. Related Party Transactions
a) During the six months ended November 30, 2011, the Company incurred
$Nil (2010 - $30,903) for management services provided by a former
director and a principal shareholder of the Company.
b) During the six months ended November 30, 2011, the Company incurred
$30,657 (2010 - $31,167) to a company controlled by the President and
principal shareholder of the Company for management services. During
the six months ended November 30, 2011, the Company paid a bonus of
$73,860 (Cdn$75,000) (2010 - $nil) to the President and principal
shareholder of the Company for management services. As at November 30,
2011, the Company is indebted to that company and the Company's
President for $21,954 (May 31, 2011 - $178,872), which is non-interest
bearing, unsecured and due on demand.
c) On June 18, 2010, the Company entered into a loan agreement with a
director for $27,000 which is payable within three months a written
demand is received from the note holder. The amount is unsecured and
bears interest at 15% per annum. As at November 30, 2011, accrued
interest of $5,881 was recorded. During the year ended May 31, 2011,
the Company received an advance of $69,587 (CDN$71,000) from the same
director. During the six months ended November 30, 2011, the Company
repaid $39,204 (CDN$40,000) At November 30, 2011, $30,383 (CDN$31,000)
is unsecured, non-interest bearing and has no terms of repayment.
d) On August 31, 2011, the Company received a disgorgement of swing
trading profits of $59,450 from the President of the Company. This
amount has been credited to additional paid in capital.
These related party transactions are recorded at the exchange amount, being
the amount established and agreed to by the related parties.
8. Common Stock
On June 21, 2011, the Company closed a private placement consisting of
1,970,000 shares of common stock at a price of $0.25 per share for gross
proceeds of $492,500.
9. Stock Based Compensation
On September 11, 2009, the Company's board of directors adopted the 2009
Stock Option Plan which provides for the granting of stock options to
acquire up to 2,900,000 common shares of the Company to eligible employees,
officers, directors and consultants of the Company. At November 30, 2011,
the Company had 1,650,000 shares of common stock available to be issued
under the Plan.
The fair value for stock options vested during the six month periods ended
November 30, 2011 and 2010 were estimated at the vesting and granting date
using the Black-Scholes option-pricing model. The weighted average
assumptions used are as follows:
Six Months Six Months
Ended Ended
November 30, November 30,
2011 2010
---- ----
Expected dividend yield 0% 0%
Risk-free interest rate 0.51% 2.10%
Expected volatility 573% 222%
Expected option life (in years) 3.13 4.03
15
Sky Harvest Windpower Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
November 30, 2011
(Expressed in US Dollars)
(Unaudited)
9. Stock Based Compensation (continued)
The following table summarizes the continuity of the Company's stock
options:
Weighted-
Average
Remaining
Average Contractual Aggregate
Number of Exercise Term Intrinsic
Options Price (years) Value
------- ----- ------- -----
$ $
Outstanding: May 31, 2010 1,250,000 0.51
Granted 2,600,000 0.16
Expired (666,666) 0.51
--------- ----
Outstanding: May 31, 2011
and November 30, 2011 3,183,334 0.23 4.05 --
---------- ---- ---- -----
Exercisable: November 30, 2011 3,183,334 0.23 4.05 --
========= ==== ==== =====
A summary of the status of the Company's non-vested stock options as of
November 30, 2011, and changes during the six months ended November 30,
2011, is presented below:
Weighted Average
Number of Grant Date
Non-vested options Options Fair Value
------------------ ------- ----------
Non-vested at May 31, 2011 62,500 0.42
Granted -- --
Forfeited/Cancelled -- --
Vested (62,500) 0.42
------- ----
Non-vested at November 30, 2011 -- --
======= ====
At November 30, 2011, there was $nil of unrecognized compensation costs
related to non-vested share-based compensation arrangements granted under
the Plan.
10. Commitments and Contingencies
On February 23, 2009, the Company entered into a consulting agreement with
a consultant (the "Consultant"). Pursuant to the agreement, the Consultant
provided investor relations services for the Company from February 24, 2009
to July 5, 2009. In consideration for the investor relations services, the
Company agreed to pay the Consultant $5,000 per month and to issue 15,000
shares of the Company's common stock. At November 30, 2011, the fair value
of the 15,000 shares issuable was $6,750 and is included in common stock
subscribed.
11. Subsequent Events
In accordance with ASC 855, SUBSEQUENT EVENTS, the Company has evaluated
subsequent events through the date of issuance of the audited consolidated
financial statements. Subsequent to the fiscal period ended November 30,
2011, the Company did not have any material recognizable subsequent events.
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following discussion and analysis should be read together with our
Consolidated Financial Statements and the Notes to those statements included
elsewhere in this quarterly report on Form 10-Q and the Consolidated Financial
Statements and the Notes to those statements included in our Form 10-K for the
year ended May 31, 2011. Certain statements contained herein constitute
"forward-looking statements" as defined in the U.S. Private Securities
Litigation Reform Act of 1995. In some cases forward-looking statements can be
identified by terminology, such as "believes," "anticipates," "expects,"
"estimates," "plans," "may," "intends," or similar terms. These statements
appear in a number of places in this Form 10-Q and include statements regarding
the intent, belief or current expectations of our company, its directors or its
officers with respect to, among other things: (i) trends affecting our financial
condition or results of operations, (ii) our business and growth strategies and
(iii) our financing plans. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements. 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 company's 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 undertake no obligation
to update publicly any forward-looking statements for any reason, even if new
information becomes available or other events occur.
Our consolidated financial statements are stated in United States dollars and
are prepared in accordance with United States generally accepted accounting
principles. 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", "the Company" and "Sky Harvest" mean Sky Harvest Windpower
Corp., a Nevada corporation and its subsidiaries.
CORPORATE OVERVIEW
We were incorporated in the State of Nevada on February 25, 2005. We are a
development stage company in the business of electrical power generation through
the use of wind energy. We have not generated any revenue from operations since
our incorporation. We do not anticipate earning any revenue until the completion
of an environmental assessment on our properties, securing a power purchase
agreement and erecting and commissioning wind turbines on our properties, of
which there is no guarantee.
RESULTS OF OPERATIONS
The following summary of our results of operations should be read in conjunction
with our unaudited interim consolidated financial statements for the fiscal
quarter ended November 30, 2011, which are included herein.
Three months ended November 30,
2011 2010 Increase/(Decrease)
-------- -------- ------------------
$ $ $ %
Revenue 0 0 0 N/A
Expenses 164,919 144,680 20,239 14.0%
Foreign exchange (gain) loss 41,808 (25,727) 67,535 N/A
Interest income 0 (5) 5 N/A
-------- -------- -------- -----
Net Loss 206,727 118,958 87,769 73.7%
======== ======== ======== =====
17
Six months ended November 30,
2011 2010 Increase/(Decrease)
-------- -------- ------------------
$ $ $ %
Revenue 0 0 0 N/A
Expenses 296,073 210,056 86,017 40.9%
Foreign exchange (gain) loss 48,722 (10,043) 58,765 N/A
Interest income 0 (24) (24) (100%)
Settlement of debt (3,429) 0 3,429 N/A
-------- -------- -------- -----
Net Loss 341,366 199,989 141,377 70.7%
======== ======== ======== =====
REVENUES
We recorded a net operating loss of $206,727 for the fiscal quarter ended
November 30, 2011 and have an accumulated deficit of $6,511,962 since inception.
We have had no operating revenue since our inception on February 25, 2005
through to the fiscal quarter ended November 30, 2011. We anticipate that we
will not generate any revenue while we are a development stage company.
EXPENSES
Our expenses for the three and six months ended November 30, 2011 and 2010 are
outlined below:
Three months ended November 30,
2011 2010 Increase/(Decrease)
-------- -------- ------------------
$ $ $ %
Consulting fees 502 25,890 (25,388) (98.0%)
Engineering and development 50,675 23,956 26,719 111.5%
Management fees 88,632 15,740 72,892 463.1%
Professional fees 17,797 29,053 (11,256) (38.7%)
General and administrative 7,313 50,041 (42,728) (85.4%)
-------- -------- -------- -----
Net Operating Loss 164,919 144,680 20,239 14.06%
======== ======== ======== =====
Six months ended November 30,
2011 2010 Increase/(Decrease)
-------- -------- ------------------
$ $ $ %
Consulting fees 15,187 46,077 (30,890) (67.0%)
Engineering and development 123,968 40,014 83,954 209.8%
Management fees 104,517 62,070 42,447 68.4%
Professional fees 35,734 31,409 4,325 (13.8%)
General and administrative 16,667 30,486 (13,819) (45.3%)
-------- -------- -------- -----
Net Operating Loss 296,073 210,056 86,017 40.9%
======== ======== ======== =====
Consulting expenses decreased by $25,388 in the three month period ended
November 30, 2011 compared to the three month period ended November 30, 2010,
and by $3,090 in the six month period ended November 30, 2011 compared to the
six month period ended November 30, 2010. This decrease primarily relates to a
reduction in fees paid for investor relations services.
18
Engineering and development expenses increased by $26,719 in the three month
period ended November 30, 2011 compared to the three month period ended November
30, 2010, and by $83,954 in the six month period ended November 30, 2011
compared to the six month period ended November 30, 2010. This increase is a
result of development and maintenance work on our wind power projects.
Management fees increased by $72,892 in the three month period ended November
30, 2011 compared to the three month period ended November 30, 2010, and by
$42,447 in the six month period ended November 30, 2011 compared to the six
month period ended November 30, 2010. This increase relates to fees paid to
William Iny, our president and sole director, for management services. Until
this quarter, Mr. Iny had not received any payments for his services since he
became our president in September 2010.
Professional fees, consisting primarily of legal and accounting costs, decreased
by $11,256 in the three month period ended November 30, 2011 compared to the
three month period ended November 30, 2010, and increased by $4,325 in the six
month period ended November 30, 2011 compared to the six month period ended
November 30, 2010. This decrease was due to lower accounting and legal costs
that we incurred in the quarter.
General and administrative expenses decreased by $42,728 in the three month
period ended November 30, 2011 compared to the three month period ended November
30, 2010, and by $13,819 in the six month period ended November 30, 2011
compared to the six month period ended November 30, 2010.
FOREIGN EXCHANGE (GAIN) LOSS
Foreign currency transactions are primarily undertaken in Canadian dollars.
Foreign exchange gains and losses arise from the translation of transactions in
Canadian dollars into US dollars. Foreign currency exchange rates fluctuate, and
gains and losses resulting from these fluctuations recognized as they occur.
Company has not, to the date of this report, utilized derivative instruments to
offset the impact of foreign currency fluctuations.
INTEREST INCOME
We did not generate interest in the three or six month periods ended November
30, 2011. The Company has redeemed funds previously held in term deposits in
order to fund development of its wind power projects and continued corporate
operations.
LIQUIDITY AND CAPITAL RESOURCES
Our financial condition as at November 30, 2011, and May 31, 2011, our fiscal
year end, and the changes for on those dates are summarized as follows:
WORKING CAPITAL
November 30, May 31,
2011 2010 Increase/(Decrease)
-------- -------- ------------------
$ $ $ %
Current Assets 126,389 87,440 (38,949) (44.5%)
Current Liabilities 293,013 513,079 (220,066) (42.9%)
--------- --------- --------- ------
Working Capital (166,624) (425,639) 259,015 60.9%
========= ========= ========= ======
The increase in our working capital position of $259,015 from May 31, 2011, the
date of our most recently fiscal year end, to November 30, 2011 was primarily
due to our completion of a private placement consisting of the sale of 1,970,000
shares of our common stock at $0.25 each for aggregate proceeds of $492,000 and
the payment of current liabilities with those funds.
19
CASH FLOWS
Six months ended November 30,
2011 2010 Increase/(Decrease)
-------- -------- ------------------
$ $ $ %
Cash Flows from (used in) Operating Activities (358,236) (81,586) (276,650) (339%)
Cash Flows provided by (used in) Investing Activities -- 22,840 (22,840) (100%)
Cash Flows provided by Financing Activities 397,090 77,028 320,062 4,155%
Effect of exchange rate changes on cash 51,356 (11,846) 63,202 N/A
-------- -------- --------- ------
Net increase (decrease) in cash during period 90,210 6,436 83,774 1,302%
======== ======== ========= ======
During the six months ended November 30, 2011, we used net cash in operating
activities in the amount of $358,236. This cash outflow primarily consisted of
payments for wind property engineering and development costs, management fees,
and audit and accounting fees.
The $397,090 in cash flows provided by financing activities during the six
months ended November 30, 2011 primarily consisted of private placement proceeds
and proceeds from a short-swing sale disgorgement from one of our directors.
DISCLOSURE OF OUTSTANDING SHARE DATA
WARRANTS
None
SHARE OPTIONS
From time to time, we have granted stock options to directors, officers and key
advisors to acquire shares of our common stock.
A summary of our stock option activity is as follows:
Weighted
Average
Number of Exercise
Options Price
------- -----
$
Balance as at May 31, 2010 1,250,000 0.51
Granted 2,600,000 0.16
Expired (666,666) 0.51
Exercised -- --
---------- -----
Outstanding: November 30, 2011 3,183,334 0.23
---------- -----
Exercisable: November 30, 2011 3,183,334 0.23
---------- -----
FUTURE FINANCINGS
We recorded a comprehensive loss of $167,624 for the three month period ended
November 30, 2011 and have an accumulated deficit of $6,511,962 since inception.
As of November 30, 2011 we had cash and cash equivalents totaling $113,675 (May
31, 2011 - $23,465).
20
As of the date of this report, management anticipates that we will require at
least $350,000 to fund our corporate operations and wind power property
development program for the next 12 months. As well, we will require
approximately an additional $300,000 to cover our current outstanding
liabilities. Accordingly, we do not have sufficient funds to meet our planned
expenditures over the next 12 months. In addition, we will require further
financing in order to fund our anticipated expenses for the construction of the
proposed wind turbine project.
We have begun sourcing additional debt or equity financing to cover the balance
of the anticipated costs for the next 12 months. However, there is no assurance
that we will successfully complete this financing. We have not had any specific
communications with any representative of a debt financing institution regarding
our proposed wind power project. We will only be able to secure debt financing
for wind turbines if we are able to prove that an economic wind resource exists
on a site over which we have acquired the rights to erect turbines and that we
have negotiated a power purchase agreement with a credit-worthy counter-party.
We anticipate continuing to rely on equity sales of our common shares in order
to continue to fund our business operations. Issuances of additional shares will
result in dilution to our existing shareholders. We may also seek to raise
additional cash by the issuance of debt instruments. As of the date of this
report, there is no assurance that we will achieve any additional sales of our
equity securities or arrange for debt or other financing to fund our exploration
and development activities during the next 12 month period.
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to stockholders.
RISKS RELATED TO OUR BUSINESS
IF WE DO NOT OBTAIN ADDITIONAL FINANCING OUR BUSINESS WILL FAIL.
Over the next 12 months, we expect to spend approximately $250,000 on
administrative costs, including management fees payable to our President,
professional fees and general business expenses, including costs related to
complying with our filing obligations as a reporting company. As our operations
become more complex, it is anticipated that these costs will increase. We also
expect incur a further $100,000 in pre-development costs related to our wind
power projects.
As of the date of this report, we do not have sufficient cash on hand to fund
these expenditures. We will need to raise additional debt or equity financing in
order to cover remaining business costs.
BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.
We have not yet commenced business operations as an independent power producer;
accordingly, we have no way to evaluate the likelihood that our business will be
successful. We were incorporated on February 25, 2005 and to date have been
involved in conducting land assessments, acquiring leasehold interests in
properties having the potential for wind power development, raising financing
and completing wind, environmental and community assessments.
Potential investors should be aware of the difficulties normally encountered by
development stage companies and the high rate of failure of such enterprises.
Prior to earning revenue, of which there is no assurance, we will likely incur
significant costs and expect to incur significant losses in the foreseeable
future. If we are unable to acquire a property interest and erect a wind farm on
our property, we will not earn profits nor be able to continue operations.
21
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.
We have incurred losses since our inception. Further losses are anticipated in
the development of our business. As a result, there is substantial doubt about
our ability to continue as a going concern. Our ability to continue as a going
concern is dependent in the short to medium term on our ability to obtain the
necessary financing to meet our obligations and repay our liabilities arising
from normal business operations when they come due, and in the longer term, on
upon our ability to generate profitable operations in the future. If we cannot
raise financing to meet our obligations, we will be insolvent and will cease
business operations.
IF WE ARE NOT ABLE TO OBTAIN AN INTEREST IN A SUITABLE PROPERTY WITH A POTENTIAL
WIND RESOURCE, OUR BUSINESS WILL FAIL.
Third parties own the lands on which we will seek to construct wind projects. We
have entered into land lease agreements covering approximately 15,520 acres that
relate to our primary project, which is located in southwestern Saskatchewan,
which we refer to as the Sky Harvest Project. These agreements allow us to erect
wind turbines and install ancillary equipment, subject, in certain
circumstances, to the payment of lease payments prior to construction of the
project. Even though we own leasehold interests in these properties, we may not
be able to obtain the financing necessary to complete lease obligations. If we
are unable to maintain our property interests, our business will fail.
We will need to enter into land leases or other appropriate agreements in order
to erect wind turbines and install ancillary equipment on the Keewatin Project
and Matador Project sites, which are also located in southwestern Saskatchewan.
We have entered into agreements to operate meteorological towers on the
properties comprising the Keewatin and Matador Projects in southwestern
Saskatchewan. However, we do not yet have an arrangement whereby we may erect
turbines on the properties.
FUTURE CHANGES IN WEATHER PATTERNS COULD NEGATIVELY IMPACT OUR BUSINESS,
REDUCING POTENTIAL PROFITABILITY OR CAUSING OUR BUSINESS TO FAIL.
Changes in weather patterns may affect our ability to operate a wind power
project on any property we acquire. Wind data that we collect from a
meteorological tower may vary from results actually achieved when a wind turbine
is installed. Changing global environmental and weather conditions may also
affect the reliability of the data relating to a property.
Any wind farm that we develop, no matter where it is located, would be subject
to variations in wind and changes in worldwide climatic conditions. Sudden or
unexpected changes in environmental and meteorological conditions could reduce
the productivity of any wind farm we construct. Climatic weather patterns,
whether seasonal or for an extended period of time, resulting in lower,
inadequate and/or inconsistent wind speed to propel the wind turbines may render
our wind parks incapable of generating adequate, or any, electrical energy.
OUR ABILITY TO ERECT TURBINES ON A PROPERTY IN SASKATCHEWAN WILL BE CONTINGENT
UPON IT OBTAINING ENVIRONMENTAL AND MUNICIPAL PERMITS. IF IT CANNOT ACQUIRE
THESE PERMITS, OUR BUSINESS WILL FAIL.
In order to erect turbines on the Saskatchewan property, we must excavate
portions of the land and install concrete platforms below surface. Before we
commence this, we will need to obtain environmental and municipal permits from
the Saskatchewan provincial government and the town responsible for the property
interest it acquires. Depending on environmental impact, our proposed land
disturbance may be unacceptable to these government bodies. In addition, the
turbines themselves may be seen to have a negative impact on the aesthetics of
the region. These factors may prevent us from obtaining necessary permits. In
such circumstances, we would be forced to abandon our business plan.
IF WE CANNOT REACH AN AGREEMENT WITH A JOINT VENTURE DEVELOPER AND OPERATOR OUR
BUSINESS WILL FAIL.
22
As presently constituted, we do not have the skills and expertise necessary to
build and operate a wind farm. Our management has never been involved in the
construction or operation of a wind power project and does not have any
technical background in the sector.
IF WE CANNOT FIND A JOINT VENTURE PARTNER FOR OUR PROJECTS OR A PARTY WHICH WILL
PURCHASE OUR ELECTRICITY ON ACCEPTABLE TERMS, WE WILL NOT BE ABLE TO ESTABLISH A
WIND POWER PROJECT AND OUR BUSINESS WILL FAIL.
Even if we demonstrate a significant wind resource on a property that we
acquire, we may not be able to secure a joint venture partner to further develop
a project or a purchaser for any electricity that we produce on acceptable
terms. Without a purchaser for electricity from a property, we will not be able
to proceed with our business plan.
BECAUSE ALL OF OUR ASSETS, AND OUR DIRECTORS AND OFFICERS ARE LOCATED IN CANADA,
U.S. RESIDENTS' ENFORCEMENT OF LEGAL PROCESS MAY BE DIFFICULT.
All of our assets are located in Canada. In addition, our sole officer and half
of our directors reside in Canada. Accordingly, service of process upon our
company, or upon individuals related to Sky Harvest, may be difficult or
impossible to obtain within the United States. As well, any judgment obtained in
the United States against us may not be collectible within the United States.
RISKS RELATED TO OUR COMMON STOCK
A DECLINE IN THE PRICE OF OUR COMMON STOCK COULD AFFECT OUR ABILITY TO RAISE
FURTHER WORKING CAPITAL, IT MAY ADVERSELY IMPACT OUR ABILITY TO CONTINUE
OPERATIONS AND WE MAY GO OUT OF BUSINESS.
A prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. Because we may attempt to acquire a significant portion of the funds we
need in order to conduct our planned operations through the sale of equity
securities, a decline in the price of our common stock could be detrimental to
our liquidity and our operations because the decline may cause investors not to
choose to invest in our stock. If we are unable to raise the funds we require
for all of our planned operations, we may force us to reallocate funds from
other planned uses which may have a significant negative effect on our business
plan and operations, including our ability to develop new products and continue
our current operations. As a result, our business may suffer and not be
successful and we may go out of business. We also might not be able to meet our
financial obligations if we cannot raise enough funds through the sale of our
common stock and we may be forced to go out of business.
IF WE ISSUE ADDITIONAL SHARES IN THE FUTURE, IT WILL RESULT IN THE DILUTION OF
OUR EXISTING SHAREHOLDERS.
Our certificate of incorporation authorizes the issuance of up to 100,000,000
shares of common stock with a par value of $0.001. Our board of directors may
choose to issue some or all of such shares to acquire one or more businesses or
to provide additional financing in the future. The issuance of any such shares
will result in a reduction of the book value and market price of the outstanding
shares of our common stock. If we issue any such additional shares, such
issuance will cause a reduction in the proportionate ownership and voting power
of all current shareholders. Further, such issuance may result in a change of
control of our corporation.
TRADING ON THE OTC BULLETIN BOARD MAY BE VOLATILE AND SPORADIC, WHICH COULD
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK AND MAKE IT DIFFICULT FOR OUR
STOCKHOLDERS TO RESELL THEIR SHARES.
Our common stock is quoted on the OTC Bulletin Board service of the Financial
Industry Regulatory Authority ("FINRA"). Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
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Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like NASDAQ or a stock exchange like the American Stock
Exchange. Accordingly, our shareholders may have difficulty reselling any of
their shares.
OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT
A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
Our stock is a penny stock. The Securities and Exchange Commission has adopted
Rule 15g-9 which generally defines "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 SEC 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.
FINRA SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY
AND SELL OUR STOCK.
In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission (see above for a discussion of penny stock rules), FINRA
rules 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 our shares.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable
ITEM 4. CONTROLS AND PROCEDURES.
As required by Rule 13a-15 under the Exchange Act, we have evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures at November 30, 2011, which is the end of the period covered by this
report. This evaluation was carried out by our principal executive officer and
24
principal financial officer. Based on this evaluation, our principal executive
officer and principal financial officer has concluded that the design and
operation of our disclosure controls and procedures were effective as at the end
of the period covered by this report.
Based on his evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our internal controls over financial reporting were not effective
as of November 30, 2011 and were subject to material weakness.
A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the company's annual or interim
financial statements will not be prevented or detected on a timely basis. We
have identified the following material weaknesses in our internal control over
financial reporting using the criteria established in the COSO, namely:
1. Failing to have an audit committee or other independent committee that
is independent of management to assess internal control over financial
reporting; and
2. Failing to have a director that qualifies as an audit committee
financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed by our company in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by our company in the reports that we file or submit under the
Exchange Act is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure.
During the three months ended November 30, 2011, our internal control over
financial reporting was not subject to any changes.
PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not a party to any material legal proceedings that have been
commenced or are pending.
ITEM 1A. RISK FACTORS.
Not applicable
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. Removed and Reserved
ITEM 5. OTHER INFORMATION.
None
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ITEM 6. EXHIBITS.
Filed
Exhibit with this
Description No. Form Filing date Form 10-Q
----------- --- ---- ----------- ---------
ARTICLES OF INCORPORATION AND BYLAWS
Articles of Incorporation 3.1 SB-2 July 14, 2005
Bylaws 3.2 SB-2 July 14, 2005
Certificate of designation 3.3 8-K July 13, 2009
INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
Form of Warrant Certificate for July 13, 2007 Private 4.1 10-QSB January 14, 2008
Placement
MATERIAL CONTRACTS--FINANCING AGREEMENTS
Form of Subscription Agreement for July 13, 2007 10.2 10-QSB January 14, 2008
Private Placement for US Subscribers
Form of Subscription Agreement for July 13, 2007 10.3 10-QSB January 14, 2008
Private Placement for Non-US Subscribers
MATERIAL CONTRACTS--OTHER
Consent to Entry/Right of Access Agreement between 10.4 SB-2 September 29, 2005
Keewatin Windpower Corp. and Edward and Charlotte
Bothner, dated August 23, 2005
Letter of Intent between Keewatin Windpower Corp. and 10.5 10-QSB January 14, 2008
Sky Harvest Windpower Corp. dated March 27, 2007
Loan Agreement between Sky Harvest Windpower Corp. 10.6 10-QSB January 14, 2009
and Keewatin Windpower Corp. dated September 23,
2008
Promissory Note of Sky Harvest Windpower Corp. dated 10.7 10-QSB January 14, 2009
September 23, 2008
Financial Communications and Strategic Consulting 10.8 8-K March 3, 2009
Agreement with Aspire Clean Tech Communications, Inc.
dated February 23, 2009
Promissory Note of Sky Harvest Windpower Corp. dated 10.9 10-Q August 31, 2009
September 23, 2008
Loan Agreement between Sky Harvest Windpower Corp. 10.10 10-Q August 31, 2009
and Keewatin Windpower Corp. dated January 28, 2009
Share exchange agreement between Keewatin Windpower 10.11 8-K July 10, 2009
Corp. and Sky Harvest Windpower Corp. dated May 11,
2009
Exchangeable share support agreement between Keewatin 10.12 8-K July 10, 2009
Windpower Corp. and Keewatin Windpower Inc. dated May
11, 2009
26
Voting and exchange trust agreement between Keewatin 10.13 8-K July 10, 2009
Windpower Corp., Keewatin Windpower Inc. and Valiant
Trust Company dated May 11, 2009
Articles of Merger filed between Keewatin Windpower 10.14 8-K September 17, 2009
Corp. and Sky Harvest Windpower Corp. filed September
1, 2009
Adoption of 2009 Stock Option Plan dated September 10.15 8-K September 23, 2009
11, 2009
CODE OF ETHICS
Code of Ethics 14.1 10-K August 31, 2009
Certification Statement of the Chief Executive 31.1 *
Officer and Chief Financial Officer pursuant to
Section 302 of the Sarbanes- Oxley Act of 2002
Certification Statement of the Chief Executive 32.1 *
Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act Of 2002
Interactive Data Files pursuant to Rule 405 of 101 *
Regulation S-T.
27
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SKYHARVEST WINDPOWER CORP.
/s/ William Iny
---------------------------------------------------
William Iny
Chief Executive Officer and Chief Financial Officer
Principal Executive Officer, Principal Accounting
Officer and Principal Financial Officer
Date: January 13, 2012
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
/s/ William Iny
---------------------------------------------------
William Iny
Chief Executive Officer, Chief Financial Officer,
President, Treasurer, Secretary, and Director,
Principal Executive Officer, Principal Accounting
Officer and Principal Financial Officer
Date: January 13, 2012
28