UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Commission file number 000-53052

PACIFIC GOLDRIM RESOURCES, INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

1445 Pendrell Street, Suite 202
Vancouver, British Columbia
Canada V6C 1S3
(Address of principal executive offices, including zip code.)

(604) 773-9474
(telephone number, including area code)

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 last 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 “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X]   NO [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,549,900 as of February 21, 2008.

 

 

---

PART I – FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

---

 

 

 

 

The accompanying notes are an integral part of these financial statements

F-1

---

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

F-2

---

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

F-3

---

Pacific Goldrim Resources, Inc.
(An Exploration Stage Company)
Note to the Financial Statements
(Unaudited)
 

1.	Basis of presentation
	Unaudited Interim Financial Statements
	The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-Q of Regulation S-K. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended October 31, 2007 with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended January 31, 2008 are not necessarily indicative of the results that may be expected for the year ended October 31, 2008.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-4

---

ITEM 2.      MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from 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 do not intend to update any of the forward-looking statements to conform these statements to actual results.

     Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock.

     As used in this quarter report the terms “we”, “us”, “our”, and the “Company” means Pacific Goldrim Resources, Inc., unless otherwise indicated.

General

     We were incorporated in the State of Nevada on August 4, 2006. We are a start-up, exploration stage corporation that intends to engage in the exploration of mineral properties. We do not own any property, but have the right to conduct exploration activities on one property; herein referred to as the Twelve Mile mineral claim. We have not yet generated or realized any revenues from our business operations.

     Our auditors have issued a going concern opinion. Our auditors have a substantial doubt that the Company will be able to continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we find economically recoverable mineral reserves and begin removing and selling minerals. Accordingly, we will need to raise cash from sources other than the sale of minerals found on the property. Our only other source for cash at this time is investments by others in our Company. Since inception, the Company issued 6,549,900 shares of common stock via private placement for cash proceeds of $44,975. On August 8, 2006 we issued 2,500,000 shares of common stock at $0.001 per share for proceeds of $2,500. An additional 4,000,000 shares of common stock were issued at $0.0075 per share on August 25, 2006 for proceeds of $30,000. 49,900 shares of common stock were issued on August 31, 2006 at $0.25 per share for proceeds of $12,475.

     We had cash resources of $7,632 as at January 31, 2008. We do not have sufficient funds to continue with our exploration program as we will continue to incur administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents.

     If we wish to continue our exploration program, we will need to try to raise additional funds from a public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise money in the future. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.

     If we raise additional funds, we will be conducting research in the form of exploration of our property. We are not going to buy or sell any plant or significant equipment during the next twelve months.  We are not intending to buy any equipment until we have located a body of ore and we have determined it is economical to extract the ore from the land.

---

Plan of Operations

Our proposed exploration program

     We intended to explore for silver, lead and zinc. Our target is mineralized material. Our success will be dependant upon finding mineralized material. Mineralized material is a mineralized body that has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal.

     We must conduct exploration to determine if mineralized material exists and if any minerals that are found can be economically extracted and profitably processed.

     The property is undeveloped raw land. Detailed exploration and surveying has not been initiated. To our knowledge, no previous exploration activities have taken place on the property. The only events that have occurred are: the acquisition of the Twelve Mile mineral claim by our sole officer and director, Jason Schlombs, who is the record owner, holding the claim in trust for the Company, and the preparation of an independent geological report dated October 24, 2006 by Robert P. Ilchik, Consulting Geologist. Our original consulting geologist; Robert Ihchik is unavailable and does not expect to be able to provide us any services in the foreseeable future. As such, we retained Richard Jeanne to act as our Consulting Geologist and commence exploration under the proposed Two Phase Work Program.

     We have begun research and data review of available geological information as outlined under Phase 1 of our recommended exploration program described below and have consulted with our current geologist; Richard Jeanne to discuss plans for the continuation of Phase 1 exploration work.

     Phase 1 of the initial exploration program would consist of air photo interpretation, geological mapping and geochemical rockchip sampling. The exploration program was expected to take approximately two months to complete, weather permitting, and would cost approximately $9,500.

     Should the results from exploration be positive we would move forward to Phase 2. Phase 2 of the initial exploration program will entail either a VLF survey (survey using very low frequency radio transmitters as the electromagnetic source to identify lateral changes in the subsurface electrical properties of the bedrock) – 10 lines, 100 m spacing or; an IP Survey (survey using induced polarization as the electromagnetic source) – 4 lines, 800 m each and would take approximately three months to complete, weather permitting, and would cost approximately $4,000 (VLF Survey) or $12,500 (IP Survey).

     Depending on the analysis of our Phase 1 and 2 exploration programs, our board of directors, in consultation with our consulting geologist would assess whether to proceed with any additional exploration activities. This assessment would include an evaluation of our cash reserves after the completion of the initial exploration, the price of minerals, and the market for financing of mineral exploration projects at the time of our assessment. In the event our board of directors, in consultation with our consulting geologist, chooses to complete additional phases of our exploration program, we will require additional financing.

     Currently, we do not have sufficient funds to complete Phase 1 or to initiate Phase 2 and will need to raise additional capital from a public offering, a private placement or loans.

     We anticipate that additional funding will be in the form of issuance of debt and/or equity financing from the sale of our common stock. However, we have no assurance that we will be able to raise sufficient funds from the sale of our common stock to pay all of our anticipated expenses. Management has been exploring a number of options to meet our obligations and future capital requirements, including the possibility of equity offering, debt financing, and business combination but has not entered into any agreement for any of the foregoing. There can be no assurance that additional financing will be available to us when needed, or, if available, that it can be obtained on commercially reasonable terms. We currently have no plans or commitments for additional funding.

---

     If we are unable to complete a phase of exploration because we do not have enough money, we will cease operations until we raise additional funds. If we cannot or do not raise additional funds, we will cease operations. At this time we cannot provide a more detailed discussion of how our exploration program will work and what we expect our likelihood of success to be, due to the nature of mineral exploration in unexplored territories. We will not move onto a subsequent phase until the phase we are working on is completed.

     We will be conducting research in the form of exploration of our property. We are not going to buy or sell any plant or significant equipment during the next twelve months. We do not intend to buy any equipment until we have located a body of ore and we have determined it is economical to extract the ore from the land.

     We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

     We have no employees, other than our sole officer and director, Jason Schlombs. We do not intend to hire additional employees at this time. All of the property work will be conducted by unaffiliated independent contractors that we will hire on an as-needed basis. The independent contractors will be responsible for surveying, geology, engineering, exploration and excavation. The engineers will advise us on the economic feasibility of removing the mineralized material and the geologists will evaluate the information derived from the exploration and excavation.

Limited Operating History; Need for Additional Capital

     There is limited historical financial information about Pacific Goldrim Resources, Inc. upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

     To become profitable and competitive, we will conduct research and exploration of the property before we start production of any minerals we may find. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

 

 

 

 

 

 

 

 

---

Results of Operations

FROM INCEPTION ON AUGUST 4, 2006 TO JANUARY 31, 2008

     We acquired the right to conduct exploration activity on one mineral claim consisting of thirteen (13) mineral title cells, collectively referred to as the Twelve Mile Property. The property is located in the Slocan Mining Division of southeastern British Columbia, Canada. The claim was electronically staked by our sole officer and director, Jason Schlombs, using the BC Mineral Title website as administered by the Mineral Tenure Act of British Columbia. We do not own any interest in the property, but merely have the right to conduct exploration activities on one property. We commissioned Robert P. Ilchik, Consulting Geologist to prepare a preliminary geology report on the property; which included a recommended two-phase exploration program.

     Our original consulting geologist, Robert Ihchik is unavailable and does not expect to be able to provide us any services in the foreseeable future. We have retained the services of Richard Jeanne (Consulting Geologist) to complete Phase 1 of our exploration program.

     We have begun research and data review of available geological information as outlined in the exploration program of our geological report. We have consulted with our geologist to discuss plans for the continuation of Phase 1 of our exploration program.

     Net cash from the sale of shares since inception on August 4, 2006 to January 31, 2008 was $44,975. Since inception, we have used our common stock to raise money to register the title, for corporate expenses and to repay outstanding indebtedness.

Liquidity and Capital Resources

     As of the date of this report, we have yet to generate any revenues from our business activities. Further, we own no property.

     On August 8, 2006, we issued 2,500,000 shares of common stock through a private placement pursuant to section Regulation S of the Securities Act of 1933 to our sole officer and director, Mr. Jason Schlombs in August 2006 in consideration of $2,500. The shares were sold to a non-US person and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.

     On August 25, 2006, we completed a private placement of 4,000,000 shares of common stock pursuant to Reg. S of the Securities Act of 1933 and raised $30,000. All of these shares were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.

     On August 31, 2006, we completed a second private placement of 49,900 shares of common stock pursuant to Reg. S of the Securities Act of 1933 and raised $12,475. All of these shares were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.

     As of January 31, 2008 our total assets were $ 7,632 and our total liabilities were $272 for a working capital position of $7,360. Total liabilities were comprised of general administrative costs and transfer agent fees. We do not sufficient funds to last for twelve months and will need to secure additional capital from other sources.

 

 

---

ITEM 4.      CONTROLS AND PROCEDURES.

     Evaluation of Disclosure Controls and Procedures - Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.

 
PART II. OTHER INFORMATION

ITEM 6.      EXHIBITS.

     The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule
	13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
	Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

 

 

 

 

 

 

 

 

 

 

---

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has been signed below by the following person on behalf of the Registrant and in the capacities on this 3^rd day of March, 2008 at Vancouver, British Columbia, Canada.

---

EXHIBIT INDEX

---