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 November 30, 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: 67,598,736
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
USA Uranium Corp
(Formerly Trilliant, Inc.)
(An Exploration Stage Company)
Balance Sheet
November 30, May 31,
2007 2007
----------- -----------
ASSETS
Current assets:
Cash in bank $ 136,812 $ 19,097
Accounts Receivable -- --
Due from Lifespan 58,620 60,000
Prepaid Expense 23,333 --
Inventory 20,876 20,922
----------- -----------
Total Current Assets 239,641 100,019
Property, plant and equipment
Unpatented Mining Claims 1,464,281 1,464,281
Computer equipment - net of depreciation of $621 at
November 30, 2007 and $197 at May 31, 2007 3,620 4,044
----------- -----------
Net Fixed Assets 1,467,901 1,468,325
Other assets:
Assets of Joint Venture - Unpatented Mining Claims 2,560,000 --
Patent - net of amortization of $5,450 at November 30, 2007
and $3,959 at May 31,2007 7,249 7,749
----------- -----------
Total Other Assets 2,567,249 7,749
----------- -----------
Total Assets $ 4,274,791 $ 1,576,093
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
Current portion of notes payable $ 207,404 $ 154,461
Accounts payable 120,141 53,093
Accounts payable - stockholder -- 28,553
Note payable - stockholder -- 18,150
Accrued interest - stockholder & mining claim notes 41,139 2,471
Accrued royalties -- 9
Accrued warranty 129 129
Other accrued expense -- --
----------- -----------
Total Current Liabilities 368,813 256,866
----------- -----------
Note payable-unpatented mining claims 680,035 796,829
Stockholders' equity:
Common stock, $0.001 par value, 100,000,000 shares authorized,
62,286,236 and 60,400,000 issued and outstanding respectively 62,286 60,400
Additional paid-in capital 1,427,432 192,699
Subscriptions Payable 2,145,000 692,042
Minority Interest in Joint Venture 640,000 --
(Deficit) Accumulated During Development Stage (1,048,775) (422,743)
----------- -----------
Total Stockholders' Equity: 3,225,943 522,398
----------- -----------
Total Liabilities and Stockholders' Equity $ 4,274,791 $ 1,576,093
=========== ===========
The accompanying Notes are an integral part of these financial statements
2
USA Uranium Corp
(Formerly Trilliant, Inc.)
(An Exploration Stage Company)
Statements of Operations
June 20, 2001
For the Three Months Ended For the Six Months Ended (Inception)
---------------------------- --------------------------- through
November 30, November 30, November 30, November 30, November 30,
2007 2006 2007 2006 2007
----------- ----------- ----------- ----------- -----------
Sales - net $ -- $ 219 $ 119 $ 319 $ 13,354
Cost of Sales -- 141 47 186 6,499
----------- ----------- ----------- ----------- -----------
Gross Profit -- 78 72 133 6,855
Expenses
General and administrative expenses 365,919 6,925 584,772 20,620 1,000,885
Depreciation and amortization 462 248 924 495 6,071
Damaged and defective items -- -- -- 12 1,135
----------- ----------- ----------- ----------- -----------
366,381 7,173 585,696 21,127 1,008,091
----------- ----------- ----------- ----------- -----------
(Loss) from Operations (366,381) (7,095) (585,624) (20,994) (1,001,236)
Other income (loss):
Miscellaneous income -- -- -- -- 50
Miscellaneous expense -- -- -- -- (203)
Interest expense (17,923) (453) (40,408) (993) (47,315)
Bad debts -- -- -- -- (71)
----------- ----------- ----------- ----------- -----------
Total Other Income (Expense) (17,923) (453) (40,408) (993) (47,539)
Net (loss) $ (384,304) $ (7,548) $ (626,032) $ (21,987) $(1,048,775)
=========== =========== =========== =========== ===========
Net (loss) per share - basic and fully diluted $ (0.0062) $ (0.0001) $ (0.0101) $ (0.0004)
=========== =========== =========== ===========
Stockholders' Equity:
Weighted average number of common
shares outstanding - basic and fully diluted 62,229,621 59,743,478 61,944,018 60,400,000
=========== =========== =========== ===========
The accompanying Notes are an integral part of these financial statements
3
USA Uranium Corp.
(Formerly Trilliant, Inc.)
(An Exploration 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
========== ====== ========= ======== ======== ========
4
USA Uranium Corp.
(Formerly Trilliant, Inc.)
(An Exploration Stage Company)
Statement of Stockholders' Equity
Accumulated
Issued Minority (Deficit)
Common Common Additional Interest During the
Stock Stock Paid-In Subscriptions in Joint Development
Shares Amount $ Capital $ Payable $ Ventures $ Stage $ Total $
------ -------- --------- --------- ---------- ------- -------
Subscriptions payable for cash,
September, 2007 25,000 25,000
Issuance of common stock for
subscriptions payable, September 2007 322,000 322 128,478 (128,800) --
Subscriptions payable for Mining Claims
Joint Venture, September, 2007 1,920,000 1,920,000
Minority Interest in Joint Venture
September, 2007 640,000 640,000
Subscriptions payable for cash,
November, 2007 200,000 200,000
Net (Loss) for three months ended
November 30, 2007 (384,304) (384,304)
---------- ------ --------- --------- -------- ---------- ---------
Balance at November 30, 2007 62,286,236 62,286 1,427,432 2,145,000 640,000 (1,048,775) 3,225,943
========== ====== ========= ========= ======== ========== =========
The accompanying Notes are an integral part of these financial statements
5
USA Uranium Corp
(Formerly Trilliant, Inc.)
(An Exploration Stage Company)
Statements of Cash Flows
June 20, 2001
For the Six For the Six (Inception)
Months Ended Months Ended through
November 30, November 30, November 30,
2007 2006 2007
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (626,032) $ (21,987) $(1,048,775)
Adjustments to reconcile net (loss) to cash
provided (used) by operating activities:
Depreciation and amortization expense 924 495 6,071
Compensation related to stock issuance -- -- 2,000
Decrease (Increase) in accounts receivable -- -- --
Prepaid expenses (23,333) (1) (23,333)
Due from Lifespan 1,380 -- (58,620)
Decrease (Increase) in inventory 47 222 (20,876)
Interest capitalized -- -- 3,305
(Decrease) Increase in accounts payable 69,030 8,382 122,123
(Decrease) Increase in accrued wages and director fees -- -- 119,201
(Decrease) Increase in accrued interest 40,408 899 42,879
(Decrease) Increase in accrued rent -- -- 2,500
(Decrease) Increase in stockholders payable (1,700) 6,100 26,853
(Decrease) Increase in accrued taxes -- -- --
Shares issued for stockholder payable and loans -- -- --
Increase (decrease) in accrued royalties (9) (2) --
Increase (Decrease) in accrued warranty -- (5) 129
Increase (Decrease) in other accrued expense -- -- --
----------- ----------- -----------
Net cash (used) by operating activities (539,285) (5,897) (826,543)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Unpatented mining claims (65,000) -- (120,000)
Purchase of computer equipment -- -- (4,241)
Purchase of patent -- -- (10,800)
----------- ----------- -----------
Net cash provided by investing activities (65,000) -- (135,041)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from Shareholder -- 5,900 28,950
Repayment of loans - stockholders -- -- (12,096)
Proceeds from issuance costs of $2,500 -- -- 127,500
Proceeds from subscriptions payable 337,000 -- 569,042
Proceeds from issuance of stock 385,000 -- 385,000
Contributed capital -- -- --
----------- ----------- -----------
Net cash provided by financing activities 722,000 5,900 1,098,396
----------- ----------- -----------
Net (decrease) in cash 117,715 3 136,812
Cash and equivalents - beginning 19,097 54 --
----------- ----------- -----------
Cash and equivalents - ending $ 136,812 $ 57 $ 136,812
=========== =========== ===========
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
Joint venture assets 2,560,000 -- 2,560,000
Forgiveness of debt by stockholders -- -- 96,700
=========== =========== ===========
The accompanying Notes are an integral part of these financial statements
6
USA Uranium Corp.
(Formerly Trilliant, Inc.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
November 30, 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 - EXPLORATION 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.
7
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. (USA Uranium) a exploration stage company that has received no
revenues of during the three-month period ending November 30, 2007. USA Uranium
has received no significant revenues since its inception. As of November 30,
2007, USA Uranium has cash assets of $136,812, total current assets of $239,641
and total assets of $4,274,791. The inventory of the company is $20,876. The
accumulated deficit at November 30, 2007 is $1,048,775.
From its inception in June, 2001 until 2006 the Company was engaged in the
development, marketing and sales of an industrial tool, which is being marketed
as the "Portable Pipe Vise". During 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 and in areas where environmentally appropriate exploration and
mining could be conducted..
The shares of USA Uranium are currently listed on the OTC Bulletin Board, under
the symbol USAU.
Over the past three months, USA Uranium has sustained operating losses in the
amount of $384,304. As of November 30, 2007, USA Uranium has total current
liabilities of $368,813.
There are no off balance sheet arrangements involving USA Uranium at this time.
ITEM 3 - CONTROLS AND PROCEDURES
The management of USA Uranium recognizes its responsibility for establishing and
maintaining adequate internal controls over financial reporting for USA Uranium.
Due to the small size of USA Uranium, 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.
8
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
To the best of its knowledge, management of USA Uranium is not aware of any
legal proceedings in which USA Uranium 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
a) On September 7, 2007, we entered into a joint venture agreement with Lifespan
Inc. to explore, develop and mine the La Sal West property located in the La Sal
Quadrangle, San Juan County, Utah consisting of 111 unpatented Mining Claims
covering an area of approximately 2200 square miles. Under the agreement, we
have sole and exclusive rights from Lifespan Inc. to acquire a 75% joint venture
interest in the La Sal West property in consideration of our completing a phase
one work program on the La Sal West property. The first expenditures for the
phase one work program must be completed prior to payment being made for the
interest. The Company completed the phase one work program as agreed and issued
to Lifespan Inc. 4,000,000 shares pursuant to the joint venture agreement The
agreement was effective September 7th 2007.
b) On December 1st, 2007 the Company entered into a consulting agreement with
Uptick Capital Ltd. for strategic business and consulting services related to
the mining industry. The terms of the contract require the Company to issue to
Uptick 1,500,000 shares for one year of services. The shares are to be issued
750,000 upon execution and 750,000 after six months of services.
c) On January 15th, 2008 Mr. Stephen Spalding of Mill Valley, California
formally joined the Board of Directors of the Company and was appointed to the
position of President working under Mr. Edward Barth the CEO. Also at that time,
Mr. Eric Smith of San Ramon, California was appointed to the position of Vice
President Corporate Finance.
9
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 10.1 - Joint Venture Agreement regarding the La Sal West Project dated
September 7th, 2007
Exhibit 10.2 - Uptick Capital Ltd Consulting Agreement dated November 30th, 2007
Exhibit 31 - Rule 13a-14(a)/15d-14(a) - Certification
Exhibit 32 - Section 1350 - Certification
B. Reports on Form 8-K - None
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: January 18th, 2008 By: /s/ Edward A. Barth
--------------------------------------------
Edward A. Barth, Principal Financial Officer
Date: January 18th, 2008 By: /s/ Edward A. Barth
--------------------------------------------
Edward A. Barth, Principal Executive Officer
10