UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ____________ to ____________
Commission file number 000-50101
USA Uranium Corp.
(Exact name of small business issuer as specified in its charter)
Nevada 91-2135425
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
800-2300 West Sahara Avenue, Las Vegas, Nv.
(Address of principal executive officer)
702-664-0039
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 checkmark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 61,964,236
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
USA Uranium Corp
(Formerly Trilliant, Inc.)
(A Development Stage Company)
Balance Sheet
August 31, May 31,
2007 2007
----------- -----------
ASSETS
Current assets:
Cash in bank $ 120,147 $ 19,097
Accounts Receivable -- --
Due from Lifespan 52,620 60,000
Prepaid Expense 33,333 --
Inventory 20,876 20,922
----------- -----------
Total Current Assets 226,976 100,019
Property, plant and equipment
Unpatented Mining Claims 1,611,211 1,464,281
Computer equipment-net of depreciation of $409 at August 31, 2007
and -0- at May 31, 2007 3,832 4,044
----------- -----------
Net Fixed Assets 1,615,043 1,468,325
Other assets:
Patent-net of amortization of $5,200 at August 31, 2007 and
$3,959 at May 31,2007 7,499 7,749
----------- -----------
Total Other Assets 7,499 7,749
Total Assets $ 1,849,518 $ 1,576,093
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Current portion of notes payable $ 129,461 $ 154,461
Accounts payable 59,099 53,093
Accounts payable - stockholder -- 28,553
Note payable - stockholder -- 18,150
Accrued interest - stockholder & mining claim notes 24,753 2,471
Accrued royalties -- 9
Accrued warranty 129 129
Other accrued expense 14,000 --
----------- -----------
Total Current Liabilities 227,442 256,866
----------- -----------
Note payable-unpatented mining claims 796,829 796,829
Stockholders' equity (deficiency):
Common stock, $0.001 par value, 100,000,000 shares authorized,
61,964,236 and 60,400,000 issued and outstanding respectively 61,964 60,400
Additional paid-in capital 1,298,954 192,699
Subscriptions Payable 128,800 692,042
(Deficit) Accumulated During Development Stage (664,471) (422,743)
----------- -----------
Total Stockholders' Equity (Deficiency): 825,247 522,398
----------- -----------
Total Liabilities and Stockholders' Equity $ 1,849,518 $ 1,576,093
=========== ===========
The accompanying Notes are an integral part of these financial statements
2
USA Uranium Corp
(Formerly Trilliant, Inc.)
(A Development Stage Company)
Statements of Operations
June 20, 2001
For the Three Months Ended (Inception)
--------------------------------- through
August 31, August 31, May 31,
2007 2006 2007
----------- ----------- -----------
Sales - net $ 119 $ 100 $ 13,354
Cost of Sales 47 47 6,499
----------- ----------- -----------
Gross Profit 72 53 6,855
Expenses
General and administrative expenses 218,853 13,693 634,966
Depreciation and amortization 462 247 5,609
Damaged and defective items -- 12 1,135
----------- ----------- -----------
219,315 13,952 641,710
----------- ----------- -----------
(Loss) from Operations (219,243) (13,899) (634,855)
Other income (loss):
Miscellaneous income -- -- 50
Miscellaneous expense -- -- (203)
Interest expense (22,485) (540) (29,392)
Bad debts -- -- (71)
----------- ----------- -----------
Total Other Income (Expense) (22,485) (540) (29,616)
Net (loss) $ (241,728) $ (14,439) $ (664,471)
=========== =========== ===========
Net (loss) per share - basic and fully diluted $ (0.0039) $ (0.0002)
=========== ===========
Stockholders' Equity:
Weighted average number of common
shares outstanding - basic and fully diluted 61,661,519 60,400,000
=========== ===========
The accompanying Notes are an integral part of these financial statements
3
USA Uranium Corp.
(Formerly Trilliant, Inc.)
(A Development Stage Company)
Statement of Stockholders' Equity
Accumulated
Issued (Deficit)
Common Common Additional During the
Stock Stock Paid-In Subscriptions Development
Shares Amount $ Capital $ Payable $ Stage $ Total $
------ -------- --------- --------- ------- -------
Issurance of Common Stock
September, 2001 28,000,000 28,000 (26,101) -- 1,899
Issuance of Common Stock
December 2001, net
of issuance costs of $2,500 12,000,000 12,000 15,500 -- 27,500
Net (Loss) - May 31, 2002 (77,629) (77,629)
---------- ------ --------- -------- -------- --------
Balance at May 31, 2002 40,000,000 40,000 (10,601) -- (77,629) (48,230)
========== ====== ========= ======== ======== ========
Net (Loss) for the year ended
May 31, 2003 (86,067) (86,067)
---------- ------ --------- -------- -------- --------
Balance at May 31, 2003 40,000,000 40,000 (10,601) -- (163,696) (134,297)
========== ====== ========= ======== ======== ========
Issuance of Common Stock
November, 2003 20,000,000 20,000 80,000 -- 100,000
Net (Loss) for the year ended
May 31, 2004 (52,252) (52,252)
---------- ------ --------- -------- -------- --------
Balance at May 31, 2004 60,000,000 60,000 69,399 -- (215,948) (86,549)
========== ====== ========= ======== ======== ========
Forgiveness of debt by Shareholders
November, 2004 -- -- 96,700 -- 96,700
Net (Loss) for the year ended
May 31, 2005 (41,108) (41,108)
---------- ------ --------- -------- -------- --------
Balance at May 31, 2005 60,000,000 60,000 166,099 -- (257,056) (30,957)
========== ====== ========= ======== ======== ========
Issuance of Common Stock
February, 2006 400,000 400 9,600 -- 10,000
Forgiveness of debt by Shareholder
February, 2006 -- -- 17,000 -- 17,000
Net (Loss) for the year ended
May 31, 2006 (40,567) (40,567)
---------- ------ --------- -------- -------- --------
Balance at May 31, 2006 60,400,000 60,400 192,699 -- (297,623) (44,524)
========== ====== ========= ======== ======== ========
Subscriptions payable for cash,
May, 2007 -- -- -- 232,042 -- 232,042
Subscriptions payable for partial payment
on notes for mining claims, May, 2007 -- -- -- 460,000 -- 460,000
Net (Loss) for the year ended
May 31, 2007 -- -- -- (125,120) (125,120) (124,491)
---------- ------ --------- -------- -------- --------
Balance at May 31, 2007 60,400,000 60,400 192,699 692,042 (422,743) 522,398
========== ====== ========= ======== ======== ========
Issuance of common stock for
subscriptions payable, July, 2007 464,082 464 231,578 (232,042) --
Issuance of common stock for
subcriptions payable, July, 2007 400,000 400 459,600 (460,000) --
Issurance of common stock for cash
July, 2007 550,000 550 384,450 385,000
Issuance of common stock for
commissions, July, 2007 55,000 55 38,445 38,500
Issuance of common stock for
debt, July, 2007 95,154 95 47,482 47,577
Subscriptions payable for cash,
August, 2007 112,000 112,000
Subscriptions payable for commissions,
August, 2007 16,800 16,800
Offering costs (55,300) (55,300)
Net (Loss) for period ended
August 31, 2007 (241,728) (241,728)
---------- ------ --------- -------- -------- --------
Balance at August 31, 2007 61,964,236 61,964 1,298,954 128,800 (664,471) 825,247
========== ====== ========= ======== ======== ========
The accompanying Notes are an integral part of these financial statements
4
USA Uranium Corp
(Formerly Trilliant, Inc.)
(A Development Stage Company)
Statements of Cash Flows
June 20, 2001
For the Three For the Three (Inception)
Months Ended Months Ended through
August 31, August 31, August 31,
2007 2006 2007
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $(241,728) $ (14,439) $(664,471)
Adjustments to reconcile net (loss) to cash
provided (used) by operating activities:
Depreciation and amortization expense 462 247 5,609
Compensation related to stock issuance -- -- 2,000
Decrease (Increase) in accounts receivable -- 178 --
Prepaid expenses (33,333) -- (33,333)
Due from Lifespan 7,380 (52,620)
Decrease (Increase) in inventory 47 70 (20,876)
Interest capitalized -- -- 3,305
(Decrease) Increase in accounts payable 5,827 6,167 58,920
(Decrease) Increase in accrued wages and director fees -- -- 119,201
(Decrease) Increase in accrued interest 22,485 445 24,956
(Decrease) Increase in accrued rent -- -- 2,500
(Decrease) Increase in stockholders payable 2,550 1,399 31,103
Shares issued for stockholder payable and loans -- -- --
Increase (decrease) in accrued royalties (9) 1 --
Increase (Decrease) in accrued warranty -- 3 129
Increase (Decrease) in other accrued expense 14,000 -- 14,000
--------- --------- ---------
Net cash (used) by operating activities (222,319) (5,929) (509,577)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Unpatented mining claims (171,931) -- (226,931)
Purchase of computer equipment -- -- (4,241)
Purchase of patent -- -- (10,800)
--------- --------- ---------
Net cash provided by investing activities (171,931) -- (241,972)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from Shareholder -- 5,900 28,950
Repayment of loans - stockholders (1,700) -- (13,796)
Proceeds from issuance costs of $2,500 -- -- 127,500
Proceeds from subscriptions payable 112,000 -- 344,042
Proceeds from issuance of stock 385,000 -- 385,000
Contributed capital -- -- --
--------- --------- ---------
Net cash provided by financing activities 495,300 5,900 871,696
--------- --------- ---------
Net (decrease) in cash 101,050 (29) 120,147
Cash and equivalents - beginning 19,097 54 --
--------- --------- ---------
Cash and equivalents - ending $ 120,147 $ 25 $ 120,147
========= ========= =========
Cash Paid For:
Interest $ -- $ -- $ --
========= ========= =========
Income Taxes $ -- $ -- $ --
========= ========= =========
Non-cash Activities:
Stock issued for syndication costs $ 38,500 $ -- $ 38,500
Stock issued for stockholder payable and loans 47,577 -- 47,577
Stock issued for mining claims 46,000 -- 46,000
Forgiveness of debt by stockholders -- -- 96,700
========= ========= =========
The accompanying Notes are an integral part of these financial statements
5
USA Uranium Corp.
(Formerly Trilliant, Inc.)
(A DEVELOPMENT STAGE COMPANY)
Notes to the Financial Statements
August 31, 2007
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United State of
America for interim financial information and with the instructions to Form
10-QSB and item 310(b) of Regulation S-B. Accordingly, they do not include all
the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. For
further information, refer to the financial statements and footnotes thereto
included in the USA Uranium Corp's Form 10-KSB filing for the year ended May 31,
2007.
NOTE B - DEVELOPMENT STAGE COMPANY
USA Uranium Corp. (formerly Trilliant, Inc.) (Hereinafter referred to as
the "Company") was incorporated in the state of Nevada on June 20, 2001. It was
primarily engaged in the development and marketing of new products on which it
holds the patent. Realization of a major portion of its assets is dependent upon
the Company's ability to successfully develop and market the products, meet its
future financing requirements, and the success of future operations. It is now
primarily engaged in uranium mining. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
* * * * * * * *
6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
USA Uranium Corp. was incorporated as E and S Holdings, Inc. on June 20,
2001 under the laws of the State of Nevada. The Company filed an amendment to
its articles of incorporation changing its name to Trilliant, Inc. in December
2006, and to USA Uranium Corp. in May 2007. The Company has not been involved in
any bankruptcy, receivership or similar proceedings, nor has it been a party to
any merger, consolidation or purchase or sale of a significant amount of assets
not in the ordinary course of business.
USA Uranium Corp. a developmental stage company that has received revenues
of approximately $119 during the three-month period ending August 31, 2007. USA
Uranium has received no significant revenues since its inception. As of August
31, 2007, USA Uranium Corp. has cash assets of $120,147 and accounts receivable
of nil. The inventory of the company is $20,876.
From its inception in June, 2001 until December of 2006 the Company was
engaged in the development, marketing and sales of a locking pliers tool which
is being marketed as the "Portable Pipe Vise". During December 2006, the Company
determined that it wished to change the primary focus of its business operations
to the mineral exploration business with a focus on diamonds. During early 2007,
the Company changed the focus of its business operations to the exploration for
economic reserves of uranium in the United States, concentrating in the State of
Utah and the "Four Corners" area, where the states of Utah, Arizona, Colorado
and New Mexico intersect.
The shares of USA Uranium Corp. are currently listed on the OTC Bulletin
Board, under the symbol USAU.
Over the past three months, USA Uranium Corp. has sustained operating
losses in the amount of $219,243. As of August 31, 2007, USA Uranium Corp. has
total current liabilities of $227,442.
There are no off balance sheet arrangements involving USA Uranium Corp. at
this time.
ITEM 3 - CONTROLS AND PROCEDURES
The management of USA Uranium Corp. recognizes its responsibility for
establishing and maintaining adequate internal controls over financial reporting
for USA Uranium Corp. Due to the small size of USA Uranium Corp., the company's
Chief Executive Officer and Chief Operating Officer is aware of all matters
pertaining to the operations of USA Uranium, Corp. and has reviewed all aspects
of the financial information included in the company's financial reporting. At
the present time, management is of the opinion that the company's internal
controls over financial reporting for the past fiscal year are adequate.
However, management has identified a material weakness in its procedures in that
the small size of management causes a lack of segregation of duties and limits
management's ability to recognize potential inadequacies of the internal
controls over the financial reporting.
7
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
To the best of its knowledge, management of USA Uranium Corp. is not aware
of any legal proceedings in which USA Uranium Corp. is currently involved.
ITEM 2 - CHANGES IN SECURITY
There are no changes in security since the last annual statement for the
year ending May 31, 2007.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
There are no defaults upon any senior securities.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 - OTHER INFORMATION
There are no items of information required to be disclosed pursuant to this
item at this time.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A. The following are filed as Exhibits to this quarter of the report. The
numbers refer to the exhibit table of Item 601 of regulation S-K: Reference is
hereby made to the exhibits contained in the registration statement (Form SB-2)
filed by E & S Holdings, Inc.
Exhibit 31 - Rule 13a-14(a)/15d-14(a) - Certification
Exhibit 32 - Section 1350 - Certification
B. Reports on Form 8-K - 09/21/2005
Reports on Form 8-K - 12/16/2005
Reports on Form 8-K - 02/10/2006
Reports on Form 8-K - 12/22/2006
Reports on Form 8-K - 02/06/2007
8
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
USA URANIUM CORP.
Date: October 19th, 2007 By: /s/ Edward A. Barth
--------------------------------------------
Edward A. Barth, Principal Financial Officer
Date: October 19th, 2007 By: /s/ Edward A. Barth
--------------------------------------------
Edward A. Barth, Principal Executive Officer
9