PINX:TSOR Quarterly Report 10-Q Filing - 8/31/2012

Effective Date 8/31/2012

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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 August 31, 2012

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 000-52660

TRESORO MINING CORP.
(Exact name of small business issuer as specified in its charter)

Nevada 20-1769847
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
1220 – 666 Burrard Street  
Vancouver British Colombia Canada V6C 2X8
(Address of principal executive offices) (Zip Code)

(604-681-3130
Registrant’s telephone number, including area code

880 – 666 Burrard Street, Vancouver, British Columbia V6C 2G3
(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 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [   ]     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.

Large accelerated filer [   ] Accelerated filer                   [   ]
Non-accelerated filer   [   ] (Do not check if a smaller reporting company) Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.
24,473,934 shares of common stock as of October 19, 2012.


TRESORO MINING CORP.

Quarterly Report on Form 10-Q
For The Quarterly Period Ended
August 31, 2012

INDEX

 

 PART I – FINANCIAL INFORMATION 3
  Item 1. Financial Statements 3
  Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 5
  Item 3. Quantitative and Qualitative Disclosures about Market Risk 14
  Item 4. Controls and Procedures 14
       
 PART II – OTHER INFORMATION 14
  Item 1. Legal Proceedings 14
  Item 1A. Risk Factors 14
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
  Item 3. Defaults Upon Senior Securities 17
  Item 4. Mine Safety Disclosures 17
  Item 5. Other Information 17
  Item 6. Exhibits 17


- 2-

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties outlined in this quarterly report under “Risk Factors”. These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this quarterly report. Forward-looking statements in this quarterly report include, among others, statements regarding:

  • our capital needs;

  • business plans; and

  • expectations.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Some of the risks and assumptions include:

  • our need for additional financing;

  • our exploration activities may not result in commercially exploitable quantities of ore on our mineral properties;

  • the risks inherent in the exploration for minerals such as geologic formation, weather, accidents, equipment failures and governmental restrictions;

  • our limited operating history;

  • our history of operating losses;

  • the potential for environmental damage;

  • our lack of insurance coverage;

  • the competitive environment in which we operate;

  • the level of government regulation, including environmental regulation;

  • changes in governmental regulation and administrative practices;

  • our dependence on key personnel;

  • conflicts of interest of our directors and officers;

  • our ability to fully implement our business plan;

  • our ability to effectively manage our growth; and

  • other regulatory, legislative and judicial developments.

We advise the reader that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Important factors that you should also consider, include, but are not limited to, the factors referred to under “Risk Factors” in our annual report on Form 10-K filed with the SEC on June 28, 2012.

The forward-looking statements in this quarterly report are made as of the date of this quarterly report and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.


- 3 -

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim consolidated financial statements of Tresoro Mining Corp. (sometimes referred to as “we”, “us” or “our Company”) are included in this quarterly report on Form 10-Q:

  Page
   
Consolidated Balance Sheets as of August 31, 2012 (unaudited) and February 29, 2012 4
   
Unaudited Consolidated Statements of Operations for the six months ended August 31, 2012 and 2011 and for the period from inception (October 11, 2004) to August 31, 2012 5
   
Unaudited Consolidated Statements of Cash Flows for the six months ended August 31, 2012and 2011 and for the period from inception (October 11, 2004) to August 31, 2012 6
   
Unaudited Notes to Consolidated Financial Statements 7

It is the opinion of management that the unaudited interim consolidated financial statements for the six months ended August 31, 2012 and 2011 include all adjustments necessary in order to ensure that the unaudited interim consolidated financial statements are not misleading. These unaudited interim consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. Except where noted, these unaudited interim consolidated financial statements follow the same accounting policies and methods of their application as our Company’s audited annual consolidated financial statements for the year ended February 29, 2012. All adjustments are of a normal recurring nature. These unaudited interim consolidated financial statements should be read in conjunction with our Company’s audited annual consolidated financial statements as of and for the year ended February 29, 2012.


- 4 -

 

TRESORO MINING CORP.
(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in U.S. Dollars)

August 31, 2012

(UNAUDITED)

 


CONSOLIDATED BALANCE SHEETS
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


TRESORO MINING CORP.
(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)

    August 31,     February 29,  
    2012     2012  
    (unaudited)     (audited)  
                                                                                       ASSETS            
             
CURRENT ASSETS            
     Cash and cash equivalents $  1,095   $  9,747  
             
TOTAL CURRENT ASSETS   1,095     9,747  
             
Deposit   1,176     1,176  
Property and equipment, net (Note 3)   10,173     15,638  
Mineral exploration properties (Note 4)   5,795,000     5,735,000  
             
TOTAL ASSETS $  5,807,444   $  5,761,561  
             
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)            
             
CURRENT LIABILITIES            
     Accounts payable and accrued liabilities (Note 5) $  934,859     1,015,050  
     Due to related parties (Note 6)   210,501     77,201  
     Promissory notes payable (and accrued interest) (Note 7)   2,435,720     1,882,257  
             
TOTAL LIABILITIES   3,581,080     2,974,508  
             
NATURE OF OPERATIONS AND BASIS OF PRESENTATION,            
COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENT (Notes 1, 9 and 11)            
             
STOCKHOLDERS’ EQUITY            
     Common stock (Note 8)            
     Authorized 
          140,625,000 shares of common stock, $0.001 par value 
     Issued and outstanding 
          24,473,934 common shares (February 29, 2012 – 20,459,375)
  24,474     20,459  
     Additional paid-in-capital   35,423,176     35,226,463  
     Stock payable   -     200,728  
     Deficit accumulated during exploration stage   (33,221,286 )   (32,660,597 )
             
TOTAL STOCKHOLDERS’ EQUITY   2,226,364     2,787,053  
             
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY $  5,807,444   $  5,761,561  

The accompanying notes are an integral part of these financial statements.


TRESORO MINING CORP.
(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars)

                            For the  
    For the     For the     For the     For the     period from  
    three     three     six     six     inception  
    months     months     months     months     (October 11,  
    ended     ended     ended     ended     2004) to  
    August 31,     August 31,     August 31,     August 31,     August 31,  
    2012     2011     2012     2011     2012  
    (unaudited)     (unaudited)     (unaudited)     (unaudited)     (unaudited)  
                               
GENERAL & ADMINISTRATIVE EXPENSES                              
Write down of mineral property acquisition costs $  -   $  -   $  -   $  -   $ 14,625,000  
Amortization and depreciation (recovery)   2,898     (213 )   5,678     555     7,013  
Consulting fees   29,185     7,000     29,185     20,000     390,385  
Legal and accounting   42,017     71,417     137,032     102,468     1,445,861  
Management fees (Note 6)   26,570     13,393     58,067     32,575     629,357  
Marketing and promotion   -     2,814     -     35,590     251,823  
Mineral property exploration expenditures (Note 4)   91,926     70,711     131,733     754,420     2,267,432  
Office and miscellaneous   45,349     17,858     61,582     102,660     559,430  
Rent   15,000     12,043     30,000     56,219     223,257  
Salaries and benefits   -     -     -     -     9,190  
Stock-based compensation (Note 8)   -     -     -     123,995     11,879,022  
Loss on settlement of debt   -     -     -     -     160,406  
Loss (gain) on sale of property and equipment   -     106     -     106     (1,188 )
                               
TOTAL GENERAL & AMINISTRATIVE EXPENSES   (252,945 )   (195,129 )   (453,277 )   (1,228,588 )   (32,446,988 )
                               
OTHER ITEMS                              
     Interest expense (Note 7)   (52,629 )   (24,961 )   (99,158 )   (48,283 )   (765,553 )
                               
NET LOSS FOR THE PERIOD BEFORE TAXES   (305,574 )   (220,090 )   (552,435 )   (1,276,871 )   (33,212,541 )
       Taxes   (4,252 )   -     (8,257 )   -     (8,745 )
                               
NET LOSS FOR THE PERIOD   (309,826 )   (220,090 )   (560,692 )   (1,276,871 )   (33,221,286 )
                               
BASIC AND DILUTED LOSS PER COMMON SHARE $  (0.01 ) $  (0.01 ) $  (0.02 ) $  (0.08 )    
                               
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED
  24,473,940     17,159,375     24,013,252     16,598,233      

The accompanying notes are an integral part of these financial statements.


TRESORO MINING CORP.
(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)

                For the period  
                from inception  
    For the six     For the six     (October 11,  
    months ended     months ended     2004) to August  
    August 31,     August 31,     31,  
    2012     2011     2012  
    (unaudited)     (unaudited)     (unaudited)  
CASH FLOWS FROM OPERATING ACTIVITIES                  
   Net loss for the period $  (560,692 ) $  (1,276,871 ) $  (33,221,286 )
   Adjustments to reconcile net loss to net cash used in operating activities:                  
     - Interest expense (Note 7)   99,158     48,283     756,278  
     - Amortization and depreciation (Note 3)   5,678     555     7,013  
     - Contributions to capital by related parties   -     -     24,000  
     - Loss (gain) on sale of assets   -     106     (1,188 )
     - Write down of mineral property acquisition costs   -     -     14,625,000  
     - Write down of management fees   -     -     (88,170 )
     - Stock-based compensation (Note 8)   -     123,995     11,879,022  
     - Non-cash gain on settlement of debt   -     -     (120,843 )
     - Non-cash loss on settlement of debt   -     -     160,406  
   Changes in operating assets and liabilities                  
     - Increase in amounts receivable   -     (13,509 )   -  
     - Increase in deposits   -     -     (1,176 )
     - (Increase) decrease in prepaid expenses   -     11,665     -  
     - Increase (decrease) in accounts payable and accrued liabilities   (75,458 )   612,317     921,465  
     - Increase (decrease) in due to related parties   133,300     14,124     456,891  
                   
NET CASH USED IN OPERATING ACTIVITIES   (398,014 )   (479,335 )   (4,602,588 )
                   
CASH FLOWS FROM INVESTING ACTIVITIES                  
   Website (Note 3)   -     -     (9,167 )
   Acquisition of mineral property interests (Note 4)   (60,000 )   (150,000 )   (1,420,000 )
   Sale (purchase) of property and equipment (Note 3)   (213 )   486     (8,291 )
                   
NET CASH FLOWS USED IN INVESTING ACTIVITIES   (60,213 )   (149,514 )   (1,437,458 )
                   
CASH FLOWS FROM FINANCING ACTIVITIES                  
   Advances from related parties   -     7,500     764,283  
   Other promissory notes (Note 7)   554,575     142,200     2,505,129  
   Repayment of related parties   -     -     (25,398 )
   Repayment of other promissory notes   (105,000 )   (25,000 )   (578,773 )
   Common shares issued for cash / subscribed for cash   -     400,000     3,375,900  
                   
NET CASH PROVIDED BY FINANCING ACTIVITIES   449,575     524,700     6,041,141  
                   
INCREASE (DECREASE) IN CASH   (8,652 )   (104,149 )   1,095  
                   
CASH, BEGINNING OF PERIOD   9,747     126,134        
                   
CASH, END OF PERIOD $  1,095   $  21,985   $  1,095  
                   
SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS                  
     Cash paid for interest $  -   $  -   $  127,733  
     Cash paid for income taxes $  -   $  -   $  -  
     Non-cash transactions:                  
       Donated rent and services $  -   $  -   $  240,000  
       Shares issued for mineral properties and exploration $  -   $  -   $  1,900,000  
       Shares issued on settlement of debts $  -   $  60,000   $  658,322  

The accompanying notes are an integral part of these financial statements.



TRESORO MINING CORP.
(An Exploration Stage Company)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2012
(Expressed in U.S. Dollars)
(Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Tresoro Mining Corp. (the “Company”) was incorporated under the laws of the State of Nevada on October 11, 2004 to promote and carry on any lawful business for which a corporation may be incorporated under the laws of the State of Nevada. On May 24, 2007 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as Ancor Resources, Inc.) would merge with its newly incorporated and wholly-owned subsidiary, Nu-Mex Uranium Corp. (“Nu-Mex”). This merger became effective June 4, 2007 and the Company, being the surviving entity, changed its name to Nu-Mex Uranium Corp. On February 26, 2008 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as Nu-Mex) would merge with its newly incorporated and wholly-owned subsidiary, Uranium International Corp. (“UIC”). This merger became effective as of March 11, 2008 and the Company, being the surviving entity, changed its name to Uranium International Corp. On May 17, 2010 the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as UIC) would merge with its newly incorporated and wholly-owned subsidiary, Mercer Gold Corporation (“Mercer”). This merger became effective on the OTC Bulletin Board and effective with the State of Nevada on June 17, 2010 and the Company, being the surviving entity, changed its name to Mercer Gold Corporation. On August 30, 2011, the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger whereby the Company (as Mercer) would merge with its wholly-owned subsidiary, Tresoro Mining Corp. (“Tresoro”). This merger became effective September 15, 2011 and the Company, being the surviving entity, changed its name to Tresoro Mining Corp. The Company intends to engage in the acquisition and exploration of mining properties. The Company is in the exploration stage and its operations principally involve research and development, market analysis, property evaluation and other business planning activities, and no revenue has been generated to date.

Effective June 6, 2007, the Company completed a forward stock split by the issuance of 5 new shares for each 1 outstanding share of the Company’s common stock. Further, on March 11, 2008 the Company completed a forward stock split by the issuance of 1.5 new shares for each 1 outstanding share of the Company’s common stock. Effective May 12, 2011, the Company completed a reverse stock split by the issuance of 1 new share for each 4 outstanding shares of the Company’s common stock (Note 8). Unless otherwise noted, all references herein to number of shares, price per share or weighted average shares outstanding have been adjusted to reflect these stock splits on a retroactive basis.

The Company is an exploration stage enterprise, as defined in Accounting Standards Codification (the “Codification” or “ASC”) 915-10, “Development Stage Entities.” The Company is devoting all of its present efforts to securing and establishing a new business and its planned principal operations have not commenced. Accordingly, no revenue has been derived during the organization period.

Going Concern
The Company’s interim consolidated financial statements as at August 31, 2012, and for the three and six months then ended have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has incurred operating losses since inception of $33,214,753. The Company requires additional funding to meet its ongoing obligations and anticipated ongoing operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company intends to continue to fund its exploration business by way of private placements and advances from shareholders as may be required. These financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.



TRESORO MINING CORP.
(An Exploration Stage Company)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2012
(Expressed in U.S. Dollars)
(Unaudited)

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION (continued)

Unaudited Interim Consolidated Financial Statements
The accompanying unaudited consolidated interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended February 29, 2012 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The interim unaudited consolidated financial statements should be read in conjunction with those consolidated financial statements included in the Form 10-K. 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 and six months ended August 31, 2012 are not necessarily indicative of the results that may be expected for the year ending February 28, 2013.

Reclassifications
Certain comparative figures on the balance sheet have been reclassified in order to conform to the current year’s financial statement presentation with no effect on earnings

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies used in the preparation of these interim consolidated financial statements.

Basis of Presentation
The accounting and reporting policies of the Company conform to U.S. GAAP applicable to exploration stage enterprises. The functional currency is the U.S. dollar, and the consolidated financial statements are presented in U.S. dollars.

The consolidated interim financial statements include the accounts of the Company and its wholly-owned subsidiaries, Mercer One Panama Corp. and Mercer Two Panama Corp. which were incorporated on June 2, 2010. All significant inter-company transactions and account balances have been eliminated upon consolidation.

Mineral Property Expenditures
Mineral property acquisition costs are initially capitalized as intangible assets when purchased. At the end of each fiscal quarter, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Mineral property exploration costs are expensed as incurred.

Estimated future removal and site restoration costs, when determinable, are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

As of the date of these interim financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.



TRESORO MINING CORP.
(An Exploration Stage Company)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2012
(Expressed in U.S. Dollars)
(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant areas requiring management’s estimates and assumptions are the determination of the fair value of transactions involving common stock and financial instruments. Other areas requiring estimates include deferred tax balances and asset impairment tests.

Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.

Cash and Cash Equivalents
For the statements of cash flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash and cash equivalents as of August 31, 2012 and February 29, 2012 that exceeded federally insured limits. The Company had $1,176 in restricted cash as of August 31, 2012 (February 29, 2012 - $1,176)

Property and equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the results of operations.

Impairment of Long-Lived Assets
In accordance with ASC Topic 360, formerly SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be fully recoverable. The assessment of possible impairment is based on the Company’s ability to recover the carrying value of its asset based on estimates of its undiscounted future cash flows. If these estimated future cash flows are less than the carrying value of the asset, an impairment charge is recognized for the difference between the asset's estimated fair value and its carrying value. As of the date of these financial statements, the Company is not aware of any items or events that would cause it to adjust the recorded value of its long-lived assets for impairment.

Net Income (Loss) per Common Share
The Company computes income (loss) per share in accordance with ASC 260, “Earnings Per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Fair Value Financial Instruments
A fair value hierarchy was established that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurements).

The fair values of the financial instruments were determined using the following input levels and valuation techniques:

Level 1:

classification is applied to any asset or liability that has a readily available quoted market price from an active market where there is significant transparency in the executed/quoted price.

Level 2:

classification is applied to assets and liabilities that have evaluated prices where the data inputs to these valuations are observable either directly or indirectly, but do not represent quoted market prices from an active market.

Level 3:

classification is applied to assets and liabilities when prices are not derived from existing market data and requires us to develop our own assumptions about how market participants would price the asset or liability.

As at August 31, 2012, the fair value of cash and cash equivalents, accounts payable, amounts due to related parties and promissory notes payable approximate carrying value due to their short maturities.

Foreign Currency Translation
The financial statements are presented in U.S. dollars. In accordance with ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.



TRESORO MINING CORP.
(An Exploration Stage Company)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2012
(Expressed in U.S. Dollars)
(Unaudited)

NOTE 3 – PROPERTY AND EQUIPMENT

                Net Book Value  
          Accumulated     August 31,     February 29,  
    Cost     amortization     2012     2012  
                         
Furniture and fixtures $  649     213     436   $  561  
Website   9,167     5,000     4,167     9,167  
Machinery and equipment   7,176     1,606     5,570     5,910  
                         
  $  16,992     6,819     10,173   $  15,638  

During the six months ended August 31, 2012, total additions to property and equipment were $213 (February 29, 2012 - $9,761).

NOTE 4 – MINERAL PROPERTY COSTS

(a) Guayabales Property
On April 5, 2010, the Company entered into a letter of intent (the “LOI”), dated April 3, 2010 with Mercer Gold Corp., a private Canadian corporation (“Mercer Canada”). Pursuant to the LOI, Mercer Canada has granted to the Company an exclusive option (the “Option”) to acquire all of Mercer Canada’s current underlying option interests under an option agreement, dated March 4, 2010 (the “Underlying Option Agreement”), as entered into between Mercer Canada and Comunidad Mineral Guayabales (the “Underlying Property Owner”). Pursuant to the Underlying Option Agreement, Mercer Canada acquired from the Underlying Property Owner an option (the “Underlying Option”) to acquire a 100% legal, beneficial and registerable interest in and to certain mineral property concession interest which are held by way of license. The mineral property interests are located in the Municipality of Marmato, Colombia and are better known and described as the “Guayabales” property (collectively, the “Property”).

On April 13, 2010, the Company entered into a definitive Mineral Assets Option Agreement with Mercer Canada (the “Mercer Option Agreement”). The Mercer Option Agreement replaces the previous underlying LOI. The Mercer Option Agreement, as amended on December 30, 2010 and again on March 22, 2011, provides that, in order to exercise its Option, the Company is obligated to:

1.

Pay to Mercer Canada $200,000 immediately upon the execution of the Mercer Option Agreement (the “Effective Date”) (paid on April 14, 2010);

   
2.

Issue to Mercer Canada, both prior to and after the due and complete exercise of the Options, an aggregate of up to 5,000,000 restricted shares of the Company’s common stock, as follows:


  - an initial issuance of 2,500,000 shares within two business days of the Effective Date (issued on April 15, 2010); and
     
 

-

a final issuance of 2,500,000 shares within five business days of the Company’s prior receipt of a “technical report” (as that term is defined in section 1.1 of National Instrument 43-101 of the Canadian Securities Administrators, Standards of Disclosure for Mineral Projects (“NI 43-101”) meeting certain criteria) (as at August 31, 2012, no technical report has been prepared);




TRESORO MINING CORP.
(An Exploration Stage Company)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2012
(Expressed in U.S. Dollars)
(Unaudited)

NOTE 4 – MINERAL PROPERTY COSTS (continued)

3.

Provide funding for or expend minimum cumulative “Expenditures” for “Exploration and Development” (as defined in the Mercer Option Agreement) work on or in connection with any of the mineral interests comprising the Property interests of not less than $3,000,000, as follows:

     

-

no less than an initial $1,000,000 of the Expenditures shall be expended on the Property by December 31, 2011 ($1,000,000 incurred);

     

-

no less than a further $1,000,000 of the Expenditures shall be expended on the Property by December 31, 2012 ($1,000,000 incurred); and

     

-

no less than a final $1,000,000 of the Expenditures shall be expended on the Property by December 31, 2013 ( $1,000,000 incurred)

     
4.

Pay on Mercer Canada’s behalf all underlying option, regulatory and governmental payments and assessment work required to keep the Property in good standing during the Option period (being that period from the Effective Date to the closing date in respect of the due and complete exercise of the Option as described in the Mercer Option Agreement, which shall not be later than January 13, 2013), and including, without limitation, all remaining cash payments required to be made to the Underlying Property Owner under the Underlying Option Agreement. On July 31, 2012, the Company agreed an amended option payment schedule with the Underlying Property Owner. The Company must pay the Underlying Property Owner an aggregate of $4,000,000 in the instalments by the dates specified as follows:


  -

Pay $20,000 by October 14, 2009 (paid);

  -

Pay additional $40,000 on or by 90 days from October 14, 2009 (paid);

  -

Pay additional $40,000 on or by April 14, 2010 (paid);

  -

Pay additional $55,000 on or by July 14, 2010 (paid);

  -

Pay additional $55,000 on or by October 14, 2010 (paid);

  -

Pay additional $65,000 on or by January 14, 2011 (paid);

  -

Pay additional $75,000 on or by April 14, 201l (paid);

  -

Pay additional $75,000 on or by July 14, 201l (paid);

  -

Pay additional $85,000 on or by October 14, 201l (paid);

  -

Pay additional $85,000 on or by January 14, 2012 (paid);

  -

Pay additional $50,000 on or by July 31, 2012 (paid);

  -

Pay additional $60,000 on or by August 9, 2012(paid);

  -

Pay additional $50,000 on or by August 24, 2012(not paid pending resolution of certain legal matters);

  -

Pay additional $50,000 on or by October 1, 2012; (not paid pending resolution of certain legal matters)

  -

Pay additional $50,000 on or by November 1, 2012;

  -

Pay additional $50,000 on or by December 1, 2012;

  -

Pay additional $50,000 on or by the first of each month of 2013 and 2014 and each of the first 6 months of 2015; and

  -

Pay additional $1,595,000 on or by July 14, 2015

During the three and six months ended August 31, 2012, the Company incurred mineral properties exploration expenditures of $91,926 and $131,733, respectively (2011 - $70,711 and $754,420, respectively).



TRESORO MINING CORP.
(An Exploration Stage Company)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2012
(Expressed in U.S. Dollars)
(Unaudited)

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

NOTE 6 – DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

The amounts charged to the Company for the services provided have been determined by negotiation among the parties and in certain cases, are covered by signed agreements. It is the position of the management of the company that these transactions were in the normal course of operations and were measured at the exchange value which represented the amount of consideration established and agreed to by the related parties.

The balance due to related parties of $210,501 at August 31, 2012 (February 29, 2012 - $77,201) is due to directors, and a company controlled by a director and/or shareholder of the Company and is unsecured, non-interest bearing and payable on demand.

During the three and six months ended August 31, 2012, the Company paid or accrued management fees of $26,570 and $58,067, respectively, to directors of the Company (2011 - $13,393 and $32,575, respectively).

NOTE 7 – PROMISSORY NOTES PAYABLE

The promissory note payable of $2,435,720 at August 31, 2012 (February 28, 2012 - $1,882,257) consists of principal and accrued interest of $2,192,838 (February 29, 2012 - $1,743,263) and $242,882 (February 29, 2012 - $138,994), respectively. As of August 31, 2012, $2,435,720 (February 29, 2012 - $1,882,257) is secured by a non-exclusive general security agreement charging all of the Company’s president and after acquired personal property, bears interest at 10% per annum and is due on demand.

NOTE 8 – CAPITAL STOCK

Authorized
The total authorized capital is 140,625,000 common shares with par value of $0.001 per share. On June 4, 2007, the Company increased the authorized share capital from 75,000,000 shares of common stock to 375,000,000 shares of common stock with the same par value of $0.001 per share. On June 8, 2010, the Company filed a Certificate of Change with the Nevada Secretary of State in relation to the 1.5 for one forward split of the Company’s common shares on March 11, 2008 to effect the 1.5 for one forward split of the Company’s authorized common shares. As a result, the Company’s authorized capital was increased from 375,000,000 shares, par value of $0.001 per share, to 562,500,000 shares, par value of $0.001 per share. Effective May 12, 2011, the Company filed a Certificate of Change and Certificate of Correction with the Nevada Secretary of State in relation to the 1 for 4 reverse stock split of the Company’s common shares to effect the 1 for 4 reverse stock split of the Company’s authorized common shares (Note 1). As a result, the Company’s authorized capital was decreased from 562,500,000 shares, par value of $0.001 per share to 140,625,000 shares, par value of $0.001 per share.

Issued and Outstanding
On June 4, 2007, the directors of the Company approved a special resolution to undertake a forward split of the common stock of the company on a basis on 5 new common shares for 1 old common share. On February 26, 2008, and effective March 11, 2008, the directors of the company approved a special resolution to undertake a further forward split of the common stock of the company on a basis on 1.5 new common shares for 1 old share. Effective May 12, 2011, the Company effected a 1 for 4 reverse stock split (Note 1).

All references in these financial statements to number of common shares, price per share and weighted average number of common shares have been adjusted to reflect these stock splits on a retroactive basis, unless otherwise noted.



TRESORO MINING CORP.
(An Exploration Stage Company)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2012
(Expressed in U.S. Dollars)
(Unaudited)

NOTE 8 – CAPITAL STOCK

Issued and Outstanding (continued)
The total issued and outstanding capital stock is 24,473,934 commons shares with par value of $0.001 per share. The Company’s common stock issuances to date are as follows:

1.

On March 22, 2012, 4,014,565 common shares of the Company, valued at $200,728, were issued to settle the stock payable balance as of February 29, 2012. On February 23, 2012, the Company agreed to settle $120,437 of promissory note payable debts by issuing 4,014,565 common shares fair valued at $200,728 or $0.05 per share and recognizing a loss on debt settlement of $80,291.

2010 Stock Option Plan
Effective November 30, 2010 the Board of Directors of the Company ratified, approved and adopted a Stock Option Plan (the “2010 Stock Option Plan”) for the company in the amount of 3,431,875 shares. In the event an optionee ceases to be employed or to provide services to the Company for reasons other than cause, any Stock Option that is vested and held by such optionee may be exercisable within up to ninety calendar days after the effective date that his position ceases. No Stock Option granted under the Stock Option Plan is transferable. Any Stock Option held by an optionee at the time of his death may be exercised by his estate within one year of his death or such longer period as the Board of Directors may determine.

Effective November 30, 2010, concurrent with the cancellation of the 2008 Stock Option Plan, 1,125,000 outstanding options were cancelled and immediately replaced with 1,125,000 options in the newly adopted 2010 Stock Option Plan. The replacement options have an exercise price of $2.00 per share for terms of four years. These options vest at a rate of 25% on grant and 25% at the end of each of six, twelve and eighteen months from the date of grant. The Company measured the incremental compensation cost as the excess of the fair value of the modified options over the fair value of the original options immediately before the terms were modified. The incremental fair value resulting from the modification/replacement of the original options was estimated to be $151,015 which will be recorded over the vesting period of the options. A total of $37,754 relating to vested options has been recorded as stock-based compensation expense and was determined using the Black-Scholes option pricing model with an expected life of 2 years, a average risk free interest rate of 0.45%, a average dividend yield of 0% and average expected volatility of 194% and was recorded as stock-based compensation expense during the year ended February 28, 2011. During the year ended February 29, 2012, a total of 700,000 of these options expired and were cancelled.

As approved by the Board of Directors, on November 30, 2010, the Company granted 337,500 stock options under the 2010 Stock Option Plan to certain directors of the Company at $2.00 per share for terms of four years. These options vest at a rate of 25% on grant and 25% at the end of each of six, twelve and eighteen months from the date of grant. The total fair value of these options was estimated to be $465,048 ($1.38 per stock option) was determined using the Black-Scholes option pricing model with an expected life of 4 years, a risk free interest rate of 1.16%, a dividend yield of 0% and expected volatility of 187%. A total of $116,262 relating to vested options was recorded as stock-based compensation expense during the year ended February 28, 2011. During the year ended February 29, 2012, a total of 225,000 of these options expired and were cancelled.

As approved by the Board of Directors, on November 30, 2010, the Company granted 50,000 stock options under the 2010 Stock Option Plan to certain consultants of the Company at $2.00 per share for terms of four years. A total of 12,500 of these stock options vested on the grant date of December 1, 2010. A total of 37,500 of these stock options vest 25% at the end of each of six, twelve and eighteen months from the date of grant. The total fair value of these options which vested during the year ended February 28, 2011 was estimated to be $17,224 ($1.38 per stock option), and was determined using the Black-Scholes option pricing model with an expected life of 4 years, a risk free interest rate of 1.16%, a dividend yield of 0% and expected volatility of 187% and was recorded as stock-based compensation expense during the year ended February 28, 2011. During the year ended February 29, 2012, a total of 37,500 of these options expired and were cancelled.



TRESORO MINING CORP.
(An Exploration Stage Company)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2012
(Expressed in U.S. Dollars)
(Unaudited)

NOTE 8 – CAPITAL STOCK (continued)

2010 Stock Option Plan (continued)
As approved by the Board of Directors, on March 14, 2011, the Company granted 93,750 stock options under the 2010 Stock Option Plan to a director of the Company at $2.00 per share for terms of five years. These options vest at a rate of 25% on grant and 25% at the end of each of six, twelve and eighteen months from the date of grant. The total fair value of these options was estimated to be $126,563 ($1.35 per stock option) was determined using the Black-Scholes option pricing model with an expected life of 5 years, a risk free interest rate of 2.00%, a dividend yield of 0% and expected volatility of 145%. A total of $67,757 relating to vested options was recorded as stock-based compensation expense during the year ended February 29, 2012. During the year ended February 29, 2012, a total of 93,750 of these options expired and were cancelled.

During the year ended February 29, 2012, 1,056,250 stock options with an exercise price of $2.00, previously granted to certain officers, directors and management of the Company, expired and were cancelled.

The Company’s stock option activity for the three month period ended August 31, 2012 is summarized as follows:

          Weighted average exercise     Weighted average remaining  
    Number of options     price per share     in contractual life (in years)  
                   
Balance, February 28, 2011   1,512,500     2.00     3.75 years  
Granted   93,750     2.00     -  
Expired – cancelled   (668,750 )   2.00     -  
Exercised   -     -     -  
                   
Balance, February 28, 2012   550,000     2.00     2.75 years  
Granted   -     -     -  
Expired – cancelled   (12,500 )   2.00     -  
Exercised   -     -     -  
                   
Balance, August 31, 2012   537,500     2.00     2.25 years  

A total of 537,500 stock options are exercisable as at August 31, 2012. The Company did not recognize an expense related to the outstanding stock options for the period because the exercise price of the options greatly exceeds the market value at August 31, 2012.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company is subject to certain outstanding and future commitments related to its mineral property interests (Note 4).

On June 9, 2011, Rahim Jivraj, a former officer and director of the Company filed an action against the Company in the Supreme Court of British Columbia. The plaintiff alleges that the Company owes him certain monies for payment under an alleged promissory note as well as pursuant to certain alleged management fees, expenses and disbursements which is asserted were incurred by the plaintiff in the plaintiff’s prior role as an officer and director of the Company. The Company is of the view that such allegations are without merit and has and intends to vigorously contest the action. On July 13, 2011, the Company filed a defence to this action and a counterclaim against the plaintiff denying that any monies are owing and seeking damages against the plaintiff for breach of contract, breach of fiduciary duty and misrepresentation.



TRESORO MINING CORP.
(An Exploration Stage Company)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2012
(Expressed in U.S. Dollars)
(Unaudited)

NOTE 9 – COMMITMENTS AND CONTINGENCIES (continued)

On July 11, 2011, Mercer Gold Corp. ("Mercer BC"), a privately held British Columbia company which is owned and/or controlled by Mr. Jivraj, delivered a letter to the Company which purported to allege defaults (the "First Notice of Default") under the Company's existing Mineral Assets Option Agreement, dated for reference effective as at April 13, 2010 (the "Option Agreement"), with Mercer BC, with respect to the Guayables Gold Project in Columbia. It is the Company's position that the allegations of default re without merit and the letter was not valid notice of default under the Option Agreement.

On July 19, 2011, the Company responded and advised Mercer BC as to its position with respect to each allegation of default in the First Notice of Default.

On August 25, 2011, Mercer BC delivered a letter to the Company, which purported to terminate the Option Agreement on the basis that the alleged defaults had not been cured. The Company regards Mercer BC's position as without merit and considers the purported termination to be invalid. The Company intends to continue as operator of the mineral property interest underlying the project as set forth in the Option Agreement.

On September 9, 2011, the Company gave notice to Mercer BC that it intends to commence arbitration proceedings to address the validity of the termination.

On September 13, 2011, the Company filed an amended counterclaim as against Mr. Jivraj. The counterclaim seeks an order requiring Mr. Jivraj to disgorge to the Company all of his shares in Mercer BC together with restitution of all benefits he received from the Company while serving as its President. The Company also seeks damages, including aggravated and punitive damages. The counterclaim alleges that Mr. Jivraj acted in a conflict of interest, while President of the Company, by reason of his failure to divest himself of his interest in Mercer BC. It alleges that he formed a plan to use funds raised by the Company to develop the Option Agreement property interests, and then took active steps to put the Company in a position where it might default under the Option Agreement. It is alleged that he then resigned from the Company and resumed his position as President of Mercer BC in order to assist Mercer BC in reacquiring these property interests so that he could vend the property interests to another third party for new consideration. The counterclaim alleges that Mr. Jivraj has attempted to usurp a mature business opportunity belonging to the Company by assisting Mercer BC in issuing the default notice and the termination notice, in breach of fiduciary duty. In addition, the counterclaim alleges that Mr. Jivraj has interfered with the Company's economic interests using unlawful means, including fraud, deceit, conversion, slander of title and defamation. The counterclaim includes particulars of unlawful conduct, including an attempt by Mr. Jivraj to convince a Company consultant to assist him in triggering a default under the Option Agreement by ensuring that a third party service supplier was not paid.

On September 20, 2011 the Company filed a notice of application against each of Mr. Jivraj and Mercer BC, seeking an injunction against Mr. Jivraj and Mercer BC to restrain them from interfering with the Company's activities as operator of the Guayabales Gold Project in Colombia and from interfering with the Company's rights as optionee under the Option Agreement, pending conclusion of arbitration.

On October 3, 2011, Mercer BC filed a Response to Civil Claim, and on October 11, 2011 Mercer BC filed a Counterclaim, joining the members of the Company's Board of Directors as defendants. These pleadings have been filed in opposition to the Company's claim seeking an interlocutory injunction pending arbitration of the parties' dispute concerning Mercer BC's purported termination of the Option Agreement. The Counterclaim seeks, among other things, a declaration that the Option Agreement is void and/or rescission of the Option Agreement. The Counterclaim also seeks damages. The Company denies all of the claims made in the Counterclaim as malicious, spurious and without factual basis.

On December 6, 2011 the British Columbia Supreme Court (the "Court") issued Reasons for Judgment (the "Reasons for Judgment") granting an injunction against both Mr. Jivraj and Mercer BC, enjoining each of them from taking any steps to interfere with the Company's role as operator of the Guayabales Gold Project located in Colombia (the "Property") and interfering with the Option Agreement, pending completion of the arbitration proceeding commenced by the Company with respect to such matter (the "Arbitration Proceeding"). The Court has also ordered that a counterclaim filed by Mercer BC in the Court shall be stayed.



TRESORO MINING CORP.
(An Exploration Stage Company)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2012
(Expressed in U.S. Dollars)
(Unaudited)

NOTE 9 – COMMITMENTS AND CONTINGENCIES (continued)

The Court rejected Mercer BC's application to stay the Arbitration Proceeding commenced by the Company. Mercer BC had argued that the Company was barred from seeking arbitration to challenge Mercer BC's termination of the Option Agreement. The Court determined that the Company was not barred and that the issues sought to be determined by the Company are appropriately advanced in the Arbitration Proceeding now being administered by the British Columbia International Commercial Arbitration Centre.

In the Reasons for Judgment, the Court has also ordered each of Mercer BC and Mr. Jivraj to disclose, within 24 hours, the names of all persons and entities with whom Mr. Jivraj has discussed a possible sale or deal concerning the Property since March 28, 2011, and to refrain from communicating with any person or entity for the purpose of discussing a possible agreement concerning the Property in a manner inconsistent with the Company's continuing role as optionee and operator of the Property, pending the Arbitration Proceeding. The Court has further restrained Mr. Jivraj from taking any steps to transfer his shares in Mercer BC and the Company to any third party.

On December 21, 2011, Mercer BC delivered a letter to the Company providing notice of default (the “Second Notice of Default”) which purported to allege default by the Company under section 2.2(c)(i) of the Option Agreement as amended by the Company and Mercer BC on or about March 22, 2011.

On December 29, 2011, the Company responded and advised Mercer BC that the Company disputes the validity of the Second Notice of Default, that it denies that such default has occurred and that it is submitting the question to arbitration.

On January 9, 2012, the Company filed a notice to arbitrate the Second Notice of Default with Mercer BC and the British Columbia International Commercial Arbitration Centre pursuant to Article 16.2 of the Option Agreement (“Arbitration Proceeding #2), whereby the Company is seeking: (i) a declaration that the Second Notice of Default is invalid; (ii) in the alternative, a declaration that the Company was not in default as alleged in the Second Notice of Default; and (ii) an order requiring Mercer BC to pay to the Company costs of the arbitration.

On January 13, 2012, the arbitrators (the “Arbitrators”) of the Arbitration Proceeding dealing with the First Notice of Default ordered the Company and Mercer BC to post $35,000 each as security for the Arbitrators’ fees. The Company complied with this order, however, Mercer BC has not.

On February 16, 2012, the Company applied to the Arbitration Proceeding to strike portions of Mercer BC’s defense on the basis that it raised factual issues, which were beyond the jurisdiction of the Arbitration Proceeding. The Company’s application was dismissed, however, in responding to the application, Mercer BC withdrew a further allegation of default, leaving only two remaining allegations of default from the original ten grounds of default contained in the First Notice of Default.

On February 29, 2012, the Arbitration Proceeding #2 dealing with the Second Notice of Default was settled on the basis that Mercer BC withdrew the Second Notice of Default, without prejudice to its ability to assert default on the same grounds after December 31, 2012.

On March 5, 2012, the Arbitrators provided Mercer BC with a further 14 days to comply with the payment order, however, Mercer BC failed to comply with such order.

On March 19, 2012, the Arbitrators declared the termination notice that was issued by Mercer BC to the Company on August 25, 2011 as invalid.

On May 2, 2012, the Arbitrators ordered that the Arbitration Proceedings shall be suspended until such time as Mercer BC complies with its order.

On August 6, 2012, the Company commenced an action against Rahim Jivraj and Mercer BC in US Federal Court under Civil Action number C12-1325 MJP. The Complaint against Jivraj and Mercer BC includes Federal Securities Fraud, Controlling Person Liability, Defamation, Breach of Fiduciary Duty, and Tortious.Breach of Implied Covenant of Good Faith and Fair Dealing. The claim is for compensatory damages, which claim may exceed US $43 million, presumed defamation damages and punitive damages, and return of the ten million shares of the Company's stock held by Jivraj and his nominees, as well as legal fees and costs.

The Company delivered a notice on October 11, 2012 that in 14 days it intends to take a default judgment against Rahim Jivraj and Mercer BC.



TRESORO MINING CORP.
(An Exploration Stage Company)
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2012
(Expressed in U.S. Dollars)
(Unaudited)
 
NOTE 10 – SEGMENTED INFORMATION

The Company’s only business activity is exploration and development of mineral properties. This activity is carried out in Colombia.

The breakdown by geographic area for the period ended August 31, 2012 is as follows:

    United States     Colombia     Total  
                   
Net loss $  423,414   $  130,742   $  554,156  
                   
Current assets $  1,095   $  -   $  1,095  
Deposit   -     1,176     1,176  
Property and equipment and website   -     10,173     10,173  
Other assets   -     5,795,000     5,795,000  
                   
Total assets $  1,095   $  5,806,349   $  5,807,444  

The breakdown by geographic area for the year ended February 29, 2012 is as follows:

    United States     Colombia     Total  
                   
Net loss $  1,249,618   $  757,869   $  2,007,487  
                   
Current assets $  9,631   $  116   $  747  
Deposit   -     1,176     1,176  
Property and equipment and website   -     15,638     15,638  
Other assets   -     5,735,000     5,735,000  
                   
Total assets $  9,631   $  5,750,754   $  5,761,561  

The breakdown by geographic area for the period ended August 31, 2011 is as follows:

    United States     Colombia     Total  
                   
Net loss $  668,375   $  610,224   $  1,278,599  
                   
Current assets $  79,639   $  -   $  79,639  
Property and equipment   -     6,064     6,064  
Other assets   -     5,565,000     5,565,000  
                   
Total assets $  79,639   $  5,571,064   $  5,650,703  


- 5-

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition, changes in financial condition and results of operations for the six months ended August 31, 2012 and 2011 should be read in conjunction with our unaudited interim consolidated financial statements and related notes for the six months ended August 31, 2012 and 2011. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those referred to under the heading “Risk Factors” in Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended February 29, 2012.

Overview of Our Business

We are currently engaged in the business of exploration of precious metals with a focus on the exploration and development of gold deposits in Colombia. As of the date of this quarterly report, our mineral interest consists of an option agreement on an exploration stage property as discussed below. We have not established any proven or probable reserves on our mineral property interest. There is no assurance that a commercially viable mineral deposit exists on our property interest. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined with respect to our mineral property interest.

At the present time, our primary property of interest is the Guayabales Property, Colombia as described below.

Mineral Properties – Guayabales Property, Colombia

Mineral Assets Option Agreement

On April 13, 2010, we entered into a definitive Mineral Assets Option Agreement (the “Definitive Option Agreement”) with Mercer Gold Corporation, a private mining company (“MGC”), pursuant to which MGC formally granted to us an exclusive option (the “Option”) to acquire all of MGC’s current underlying option interests under a certain “Option Agreement”, dated for reference March 4, 2010 (the “Underlying Option Agreement”), as entered into between MGC and Comunidad Minera Guayabales (the “Underlying Property Owner” or “CMG”), pursuant to which MGC acquired from the Underlying Property Owner an option (the “Underlying Option”) to acquire a 100% legal, beneficial and registerable interest in and to certain mineral property concession interests which are held by way of license and which are located in the municipality of Marmato, Colombia, and which are better known and described as the “Guayabales” property (collectively, the “Guayabales Property”). The Definitive Option Agreement replaces an underlying letter of intent by and between and MGC and us, dated April 3, 2010.

The Definitive Option Agreement provides that, in order to exercise our Option, we are obligated to:

1.

Pay to MGC $200,000 immediately upon the execution of the Definitive Option Agreement (the “Effective Date”) (paid on April 14, 2010);

     
2.

Issue to MGC, both prior to and after the due and complete exercise of the Option, an aggregate of up to 5,000,000 restricted shares of the Company’s common stock, as follows:

     

an initial issuance of 2,500,000 shares within two business days of the Effective Date (issued on April 15, 2010); and

a final issuance of 2,500,000 shares within five business days of the Company’s prior receipt of a “technical report” (as that term is defined in section 1.1 of National Instrument 43-101 of the Canadian Securities Administrators, Standards of Disclosure for Mineral Projects (“NI 43-101”) meeting certain criteria); (as at May 31, 2012, no technical report has been prepared).

     
3.

Provide funding for or expend minimum cumulative “Expenditures” for “Exploration and Development” (as defined in the Definitive Option Agreement) work on or in connection with any of the mineral interests comprising the Property interests of not less than $11,500,000 in the following manner:



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no less than an initial $1,500,000 of the Expenditures shall be expended on the Property by December 31, 2010 (incurred);

 

no less than a further $5,000,000 of the Expenditures shall be expended on the Property by December 31, 2011; and

 

no less than a final $5,000,000 of the Expenditures shall be expended on the Property by December 31, 2012; and


4.

Pay on MGC’s behalf all underlying option, regulatory and governmental payments and assessment work required to keep the Property in good standing during the Option period (being that period from the Effective Date to the closing date in respect of the due and complete exercise of the Option as described in the Definitive Option Agreement, which shall not be later than January 13, 2013), and including, without limitation, all remaining cash payments required to be made to the Underlying Property Owner under the Underlying Option Agreement. On July 31, 2012, the Company agreed an amended option payment schedule with the Underlying Property Owner. The Company must pay the Underlying Property Owner an aggregate of $4,000,000 in the instalments by the dates specified as follows:

   

Pay $20,000 by October 14, 2009 (paid);

Pay additional $40,000 on or by 90 days from October 14, 2009 (paid);

Pay additional $40,000 on or by April 14, 2010 (paid);

Pay additional $55,000 on or by July 14, 2010 (paid);

Pay additional $55,000 on or by October 14, 2010 (paid);

Pay additional $65,000 on or by January 14, 2011 (paid);

Pay additional $75,000 on or by April 14, 201l (paid);

Pay additional $75,000 on or by July 14, 201l (paid);

Pay additional $85,000 on or by October 14, 201l (paid);

Pay additional $85,000 on or by January 14, 2012 (paid);

Pay additional $50,000 on or by July 31, 2012 (paid);

Pay additional $60,000 on or by August 9, 2012(paid );

Pay additional $50,000 on or by August 24, 2012(not paid pending resolution of certain legal matters);

Pay additional $50,000 on or by October 1, 2012; (not paid pending resolution of certain legal matters)

Pay additional $50,000 on or by November 1, 2012;

Pay additional $50,000 on or by December 1, 2012;

Pay additional $50,000 on or by the first of each month of 2013 and 2014 and each of the first 6 months of 2015; and

Pay additional $1,595,000 on or by July 14, 2015..

On December 30, 2010, an amendment was agreed to whereby the funding for minimum cumulative “Expenditures” for “Exploration and Development” (as defined in the Definitive Option Agreement) work on or in connection with any of the mineral interests comprising the Property interests of not less than $11,500,000 was revised in the following manner:

no less than an initial $750,000 of the Expenditures shall be expended on the Property by December 31, 2010 (incurred);

no less than a further $5,750,000 of the Expenditures shall be expended on the Property by December 31, 2011; and

no less than a final $5,000,000 of the Expenditures shall be expended on the Property by December 31, 2012.

On March 22, 2011, a further amendment was agreed to whereby the funding for minimum cumulative “Expenditures” for “Exploration and Development” (as defined in the Mercer Option Agreement) work on or in connection with any of the mineral interests comprising the Property interests was reduced from $11,500,000 to $3,000,000 to be incurred in the following manner:


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no less than an initial $1,000,000 of the Expenditures shall be expended on the Property by December 31, 2011 (incurred);

no less than a further $1,000,000 of the Expenditures shall be expended on the Property by December 31, 2012 (incurred); and

no less than a final $1,000,000 of the Expenditures shall be expended on the Property by December 31, 2013 (incurred).

Title to Property and Underlying Option Agreement

CMG, a Colombian legal entity, is the rightful owner of the concession contract #LH 0071-17, an exploitation license valid until March 28, 2032, that was registered on March 28, 2008 by INGEOMINAS in the Department of Caldas (registration #HHXB 01). As described above, MGC, a privately-held, Canadian entity registered in British Colombia, entered into an Option Agreement “Underlying Option Agreement” with CMG on March 4, 2010 to acquire a 100% interest in Guayabales. The Company entered into the Definitive Option Agreement with MGC as described above to acquire the 100% interest of Guayabales subject to the terms of the Underlying Option Agreement. No surface agreements are in place; however, CMG represents and warrants reasonable surface access to Guayabales in the Underlying Option Agreement and the Colombian Mining Code guarantees surface access.

In Colombia, all mineral rights are the property of the government of Colombia. Obtaining a mining right does not transfer ownership of the mineral estate, but creates a temporary right to explore and benefit from minerals in exchange for royalty payments so long as the mining title remains in good standing. Under Colombian mining law, foreign individuals and corporations have the same rights as Colombian individuals and corporations, and Colombian governmental regulatory bodies are specifically prohibited from requiring any additional or different requirements than would be required of a Colombian individual or corporation.

Subject to the Definitive Option Agreement as described above, the Company is responsible for all obligations established in the Underlying Option Agreement between MGC and CMG in order to complete the 100% acquisition of the Guayabales Property. These obligations include cash payments; provision for allowing continued Limited Mining Rights as described below; property maintenance; and quarterly reports. More specifically, these include:

  1.

Cash Payments: The Company is responsible to make cash payments to CMG as described above.

     
  2.

Limited Mining Rights: The Company provides CMG with Limited Mining Rights, allowing the cooperative group of miners belonging to the entity to continue mining operations on the property. Operations are not to exceed 80 metric tonnes per day, providing that the mining operations are restricted to geographic areas in which mining operations are currently being conducted. The Company has the right to terminate this right to mine, by either completing the cash payment schedule described above, or by making a one time cash payment of $600,000.

     
  3.

Property Maintenance: The Company is obligated to maintain the property in good standing, free and clear of all liens, charges and encumbrances.

     
  4.

Property Reports: The Company is obligated to provide CMG with summary operating reports on a 3 month/quarterly schedule.

Technical Report

We received a technical report in accordance with the provisions of National Instrument 43-101, Standards of Disclosure for Mineral Projects (“NI 43-101”), of the Canadian Securities Administrators for the Guayabales Property, which is located in the Department of Caldas, Colombia. The complete technical report, which was authored by Dean D. Turner, C.P.G., a qualified person as defined in NI 43-101, was filed under our Company’s profile on the Canadian Securities Administrators public disclosure website, at www.sedar.com, on May 28, 2010. Mr. Turner prepared an update to this technical report, dated February 8, 2011.


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On February 16, 2011, Tresoro issued a news release that it had received an updated Technical Report on the Guayabales Gold Project, and inadvertently failed to file such updated Technical Report which was required pursuant to section 4.2(1)(f) of NI 43-101 since the annual information form for the year ended February 28, 2011 included inadvertent disclosure that the updated Technical Report contained measured, indicated and inferred mineral resource estimates for the Guayabales Project. Since Tresoro has a newly updated Technical Report, having an effective date of July 31, 2012, it will be filing this newly updated Technical Report, which was prepared by A.C.A. Howe International Limited, in the very near future instead of the previously updated Technical Report, dated February 8, 2011.

Plan of Operations

We have decided to reduce the work program for the next 12 months while we review our forward plan in depth and estimate we will spend about $1,000,000 over the next 12 months. Further, we expect to spend approximately $300,000 in the next 12 months in office and general expenses and professional, consulting and management fees.

Based on our current plan of operations as set forth above, we estimate that we will require approximately $1.3 million to pursue our plan of operations over the next twelve months. As at August 31, 2012, we had cash of $1,095 and a working capital deficit of $(3,579,985). We will require additional financing to pursue our plan of operations over the next twelve months. There can be no assurance that we will obtain any additional financing in the amounts required or on terms favorable to us. If we are unable to obtain additional financing, we may have to re-evaluate or abandon our business activities and revise our plan of operations.

We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations going forward. In the absence of such financing, our business plan will fail. Even if we are successful in obtaining equity financing, there is no assurance that we will obtain the funding necessary to pursue our business plan. If we do not continue to obtain additional financing going forward, we will be forced to re-evaluate or abandon our plan of operations.

We are an exploration stage company and have not generated any revenue to date. The following table sets forth selected financial information relating to our Company for the periods indicated:




   

For the six
months ended
     

For the six
months ended
      For the period
from inception
(October 11,
2004) to
 
      August 31,       August 31,       August 31,  
      2012       2011       2012  
      (unaudited)       (unaudited)       (unaudited)  
                         
   GENERAL & ADMINISTRATIVE EXPENSES                        
      Write down of mineral property acquisition costs   $  -     $  -     $  14,625,000  
      Amortization and depreciation     5,678       555       7,013  
      Consulting fees     29,185       20,000       390,385  
      Legal and accounting     137,032       102,468       1,445,861  
      Management fees     58,067       32,575       629,357  
      Marketing and promotion     -       35,590       251,823  
      Mineral property exploration expenditures     131,733       754,420       2,267,432  
      Office and miscellaneous     61,582       102,660       559,430  
      Rent     30,000       56,219       223,257  
      Stock-based compensation     -       123,995       11,879,022  
      Loss on settlement of debt     -       -       160,406  
      Salaries and benefits     -       -       9,190  
      Gain on sale of property and equipment     -       106       (1,188 )
                         
   TOTAL GENERAL & ADMINISTRATIVE EXPENSES     453,277       1,228,588       32,446,988  
                         
   OTHER ITEMS                        
      Interest expense     (99,158 )     (48,283 )     (765,553 )
                         
   NET LOSS FOR THE PERIOD BEFORE TAXES   $ (552,435 )   $ (1,276,871 )   $  (33,312,541 )
        Taxes     (8,257 )     -       (8,745 )
   NET LOSS FOR THE PERIOD   $  (560,692 )   $  (1,276,871 )   $  (33,221,286 )
                         


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Six Months Ended August 31, 2012 Compared to Six Months Ended August 31, 2011

During the six months ended August 31, 2012 and August 31, 2011 we did not generate any revenue.

During the six months ended August 31, 2012 we incurred general and administrative expenses of $453,277 compared to $1,228,588 incurred during the six months ended August 31, 2011. The major components of our general and administrative expenses for the six months ended August 31, 2012 and 2011 consisted of the following:

  • consulting fees of $29,185 in 2012 (2011 - $20,000),

  • interest expense of $99,158 in 2012 (2011 - $48,283), increased between 2011 and 2012 due to increase in debt;

  • legal and accounting fees of $137,032 in 2012 (2011 - $102,468), ), which increased between 2011 and 2012 due to legal actions related to the Guayabales property;

  • management fees of $58,067 in 2012 (2011 - $32,575);

  • marketing and promotion costs of Nil in 2012 (2011 - $35,590), which decreased between 2011 and 2012 as we decreased focus on these activities;

  • mineral property development expenditures of $131,733 in 2012 (2011 - $754,420), which decreased between 2011 and 2012 due to decreased exploration activity on the Guayabales property;

  • office and miscellaneous expenses of $61,582 (2011 - $102,660), which decreased between 2011 and 2012 due to decreased exploration activity on the Guayabales property;

  • rent of $30,000 in 2012 (2011 - $56,219) which decreased from 2011 to 2012 as we decreased our activity on the Guayabales property; and

  • stock-based compensation of Nil in 2012 (2011 - $123,995), which decreased between 2011 and 2012 due to reduced issuance of stock options.

Our general and administrative expenses incurred during the six months ended August 31, 2012 compared to the six months ended August 31, 2011 decreased primarily due to a decrease in exploration activity on the Guayabales property offset somewhat by increased legal fees for legal actions related to the Guayabales property.

During the six months ended August 31, 2012, we recorded interest expense in the amount of $(99,158) (2011: $(48,283)) and taxes of $(8,257) ( 2011-$Nil).

As a result of the above, our net loss during the six months ended August 31, 2012 was $(560,692) (2011-$(1,276,871)).


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Three Months Ended August 31, 2012 Compared to Three Months Ended August 31, 2011

During the three months ended August 31, 2012 and August 31, 2011 we did not generate any revenue.

During the three months ended August 31, 2012 we incurred general and administrative expenses of $252,945 compared to $195,129 incurred during the three months ended August 31, 2011. The major components of our general and administrative expenses for the three months ended August 31, 2012 and 2011 consisted of the following:

  • consulting fees of $29,185 in 2012 (2011 - $7,000), which increased between 2011 and 2012 due to technical analysis related to the exploration activity on the Guayabales property;

  • legal and accounting fees of $42,017 in 2012 (2011 – $71,417), which increased between 2011 and 2012 due to legal actions related to the Guayabales property;

  • management fees of $26,570 in 2012 (2011 - $13,393), which increased between 2011 and 2012 due to one additional director/officer;

  • marketing and promotion costs of $Nil in 2012 (2011 - $35,590), which decreased between 2011 and 2012 as we decreased focus on these activities;

  • mineral property exploration expenditures of $91,926 in 2012 (2011 - $70,711);

  • office and miscellaneous expenses of $45,349 in 2012 (2011 – $17,858); and

  • rent of $15,000 in 2012 (2011 - $12,043);

Our general and administrative expenses incurred during the three months ended August 31, 2012 compared to the three months ended August 31, 2011 increased primarily due to technical analysis related to the exploration activity on the Guayabales property.

During the three months ended August 31, 2012, we recorded interest expense in the amount of $(52,629) (2011: $(24,961)) and taxes of $(4,252) ( 2011-$Nil).

As a result of the above, our net loss during the three months ended August 31, 2012 was $(309,826) (2011-$(220,090)).

Liquidity and Capital Resources

As at August 31, 2012, our current assets were $1,095 (February 29, 2012 - $9,747) and our current liabilities were $3,581,080 (February 29, 2012 - $2,974,508), which resulted in a working capital deficit of $(3,579,985) compared to a working capital deficit of $(2,964,761) at February 29, 2012.

Total Stockholders’ equity decreased from $2,787,053 at February 29, 2012 to $2,226,364 at August 31, 2012.

Cash Flows Used in Operating Activities

We have not generated positive cash flows from operating activities. For the six months ended August 31, 2012, net cash flows used in operating activities was ($398,014) consisting primarily of a net loss of ($560,692). Net cash flows used in operating activities was adjusted by $99,158 in accrued interest on the promissory notes and $5,678 in depreciation of property and equipment. Net cash flows used in operating activities was further changed by $(75,458) in decrease of accounts payable and accrued liabilities, and $133,300 in increase in due to related parties.

For the six months ended August 31, 2011, net cash flows used in operating activities was ($479,335) consisting primarily of a net loss of ($1,276,871). Net cash flows used in operating activities was adjusted by $48,283 in accrued interest on the promissory notes, depreciation of $555, a loss on sale of assets of $106 and $123,995 in stock based compensation. Net cash flows used in operating activities was further changed by ($13,509) in increase in accounts receivable, $11,665 for decrease in prepaid expenses, $612,317 for increase in accounts payable and accrued liabilities and $14,124 in increase due to related parties.


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Cash Flows Used in Investing Activities

For the six months ended August 31, 2012, net cash flows used in investing activities was $(60,213) compared to net cash flows used in investing activities during the six months ended August 31, 2011 of ($149,514). This change was primarily as a result of option payments to Comunidad for the Guayabales Property.

Cash Flows Provided by Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the six months ended August 31, 2012, net cash flows provided from financing activities was $449,575 compared to $524,700 for the six months ended August 31, 2011. Cash flows from financing activities for the six months ended August 31, 2012 consisted of $554,575 in advances on promissory notes and $(105,000) in repayment on promissory notes. Cash flows from financing activities for the six months ended August 31, 2011 consisted of $142,200 in advances on promissory notes and $(25,000) in repayment on promissory notes, $400,000 for common shares issued for cash and $7,500 in advances from related parties.

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase as we expand our exploration activities as set forth above under “Plan of Operations”.

Critical Accounting Policies and Estimates

Our condensed interim financial statements and accompanying notes have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Basis of Presentation

The accounting and reporting policies of the Company conform to U.S. GAAP applicable to exploration stage enterprises. The functional currency is the U.S. dollar, and the financial statements are presented in U. S. dollars.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Mercer One Panama Corp. and Mercer Two Panama Corp. All significant inter-company transactions and account balances have been eliminated upon consolidation.

Mineral Property Expenditures

Mineral property acquisition costs are initially capitalized as tangible assets when purchased. At the end of each fiscal quarter end, the Company assesses the carrying costs for impairment. If proven and probable reserves are established for a property and it has been determined that a mineral property can be economically developed, costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Mineral property exploration costs are expensed as incurred.


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Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

As of the date of these financial statements, the Company has not established any proven or probable reserves on its mineral properties and incurred only acquisition and exploration costs.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Asset Retirement Obligations

The Company has adopted ASC 410, “Asset Retirement and Environmental Obligations”, which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. ASC 410 requires the Company to record a liability for the present value of the estimated site restoration costs with corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. There were no asset retirement obligations as at August 31, 2012.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Significant areas requiring management’s estimates and assumptions are the determination of the fair value of transactions involving common stock and financial instruments. Other areas requiring estimates include deferred tax balances and asset impairment tests.

Cash and Cash Equivalents

For the statements of cash flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash and cash equivalents as of August 31, 2012 and February 29, 2012 that exceeded federally insured limits.

Net Income (Loss) per Common Share

The Company computes income (loss) per share in accordance with ASC 260, “Earnings Per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

Financial Instruments

The fair value of the Company’s financial assets and financial liabilities approximate their carrying values due to the immediate or short-term maturity of these financial instruments.


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Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. As at August 31, 2012, the Company had net operating loss carryforwards, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards.

Foreign Currency Translation

The financial statements are presented in U.S. dollars. In accordance with ASC 830 “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated to their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

Stock-Based Compensation

On June 1, 2006, the Company adopted ASC 718, “Compensation – Stock Compensation”, which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employees’ requisite service period (generally the vesting period of the equity grant). The Company adopted ASC 718 using the modified prospective method, which requires the Company to record compensation expense over the vesting period for all awards granted after the date of adoption, and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Accordingly, financial statements for the periods prior to January 1, 2006 have not been restated to reflect the fair value method of expensing share-based compensation. The adoption of ASC 718 does not change the way the Company accounts for share-based payments to non-employees, with guidance provided by ASC 505-50, “Equity-Based Payments to Non-Employees”.

Recently Issued Accounting Pronouncements

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income”. This ASU presents an entity with the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. As ASU 2011-05 relates only to the presentation of Comprehensive Income, the Company does not expect that the adoption of this update will have a material effect on its consolidated financial statements.

Funding for Plan of Operations

As set forth above under “Plan of Operations”, we anticipate that we will required approximately $1.3 million over the next twelve months to pursue our Plan of Operations. We will require additional financing in order to be able to fund our plan of operations.

Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in exploration expenses and capital expenditures relating to: (i) exploration properties; and (ii) future exploration property acquisitions. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.


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Off-Balance Sheet Arrangements

We do not have any 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 investors.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” (as defined in Item 10(f)(1) of Regulation S-K), our Company is not required to provide information required by this Item.

Item 4.    Controls and Procedures

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our principal executive officer, Gary Powers, and our principal financial officer, William Thomas, to allow for timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company.

Gary Powers, our principal executive officer, and William Thomas, our principal financial officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of August 31, 2012. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of August 31, 2012.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting that occurred during our fiscal quarter ended August 31, 2012 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.    Legal Proceedings

On June 9, 2011, Rahim Jivraj, a former officer and director of the Company filed an action against the Company in the Supreme Court of British Columbia. The plaintiff alleges that the Company owes him certain monies for payment under an alleged promissory note as well as pursuant to certain alleged management fees, expenses and disbursements which is asserted were incurred by the plaintiff in the plaintiff's prior role as an officer and director of the Company. The Company is of the view that such allegations are without merit and intends to vigorously contest the action. On July 13, 2011, the Company filed a defence to this action and a counterclaim against the plaintiff denying that any monies are owing and seeking damages against the plaintiff for breach of contract, breach of fiduciary duty and misrepresentation.

On July 11, 2011, Mercer Gold Corp. ("Mercer BC"), a privately held British Columbia company which is owned and/or controlled by Mr. Jivraj, delivered a letter to the Company which purported to allege defaults (the “First Notice of Default”) under the Company's existing Mineral Assets Option Agreement, dated for reference effective as at April 13, 2010 (the "Option Agreement"), with Mercer BC, with respect to the Guayabales Gold Project in Columbia. It is the Company's position that the allegations of default are without merit and the letter was not valid notice of default under the Option Agreement.


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On July 19, 2011, the Company responded and advised Mercer BC as to its position with respect to each allegation of default in the First Notice of Default.

On August 25, 2011, Mercer BC delivered a letter to the Company, which purported to terminate the Option Agreement on the basis that the alleged defaults had not been cured. The Company regards Mercer BC's position as without merit and considers the purported termination to be invalid. The Company intends to continue as operator of the mineral property interests underlying the project as set forth in the Option Agreement.

On September 9, 2011, the Company gave notice to Mercer BC that it intends to commence arbitration proceedings to address the validity of the termination.

On September 13, 2011, the Company filed an amended counterclaim as against Mr. Jivraj. The counterclaim seeks an order requiring Mr. Jivraj to disgorge to the Company all of his shares in Mercer BC together with restitution of all benefits he received from the Company while serving as its President. The Company also seeks damages, including aggravated and punitive damages. The counterclaim alleges that Mr. Jivraj acted in a conflict of interest, while President of the Company, by reason of his failure to divest himself of his interest in Mercer BC. It alleges that he formed a plan to use funds raised by the Company to develop the Option Agreement property interests, and then took active steps to put the Company in a position where it might default under the Option Agreement. It is alleged that he then resigned from the Company and resumed his position as President of Mercer BC in order to assist Mercer BC in reacquiring these property interests so that he could vend the property interests to another third party for new consideration. The counterclaim alleges that Mr. Jivraj has attempted to usurp a mature business opportunity belonging to the Company by assisting Mercer BC in issuing the default notice and the termination notice, in breach of fiduciary duty. In addition, the counterclaim alleges that Mr. Jivraj has interfered with the Company's economic interests using unlawful means, including fraud, deceit, conversion, slander of title and defamation. The counterclaim includes particulars of unlawful conduct, including an attempt by Mr. Jivraj to convince a Company consultant to assist him in triggering a default under the Option Agreement by ensuring that a third party service supplier was not paid.

On September 20, 2011 the Company filed a notice of application against each of Mr. Jivraj and Mercer BC, seeking an injunction against Mr. Jivraj and Mercer BC to restrain them from interfering with the Company's activities as operator of the Guayabales Gold Project in Colombia and from interfering with the Company's rights as optionee under the Option Agreement, pending conclusion of arbitration.

On October 3, 2011, Mercer BC filed a Response to Civil Claim, and on October 11, 2011 Mercer BC filed a Counterclaim, joining the members of the Company's Board of Directors as defendants. These pleadings have been filed in opposition to the Company's claim seeking an interlocutory injunction pending arbitration of the parties' dispute concerning Mercer BC's purported termination of the Option Agreement. The Counterclaim seeks, among other things, a declaration that the Option Agreement is void and/or rescission of the Option Agreement. The Counterclaim also seeks damages. The Company denies all of the claims made in the Counterclaim as malicious, spurious and without factual basis.

On December 6, 2011 the British Columbia Supreme Court (the "Court") issued Reasons for Judgment (the "Reasons for Judgment") granting an injunction against both Mr. Jivraj and Mercer BC, enjoining each of them from taking any steps to interfere with the Company's role as operator of the Guayabales Gold Project located in Colombia (the "Property") and interfering with the Option Agreement, pending completion of the arbitration proceeding commenced by the Company with respect to such matter (the "Arbitration Proceeding"). The Court has also ordered that a counterclaim filed by Mercer BC in the Court shall be stayed.

The Court rejected Mercer BC's application to stay the Arbitration Proceeding commenced by the Company. Mercer BC had argued that the Company was barred from seeking arbitration to challenge Mercer BC's termination of the Option Agreement. The Court determined that the Company was not barred and that the issues sought to be determined by the Company are appropriately advanced in the Arbitration Proceeding now being administered by the British Columbia International Commercial Arbitration Centre.

In the Reasons for Judgment, the Court has also ordered each of Mercer BC and Mr. Jivraj to disclose, within 24 hours, the names of all persons and entities with whom Mr. Jivraj has discussed a possible sale or deal concerning the Property since March 28, 2011, and to refrain from communicating with any person or entity for the purpose of discussing a possible agreement concerning the Property in a manner inconsistent with the Company's continuing role as optionee and operator of the Property, pending the Arbitration Proceeding. The Court has further restrained Mr. Jivraj from taking any steps to transfer his shares in Mercer BC and the Company to any third party.


- 16 -

On December 21, 2011, Mercer BC delivered a letter to the Company providing notice of default (the “Second Notice of Default”) which purported to allege default by the Company under section 2.2(c)(i) of the Option Agreement as amended by the Company and Mercer BC on or about March 22, 2011.

On December 29, 2011, the Company responded and advised Mercer BC that the Company disputes the validity of the Second Notice of Default, that it denies that such default has occurred and that it is submitting the question to arbitration.

On January 9, 2012, the Company filed a notice to arbitrate the Second Notice of Default with Mercer BC and the British Columbia International Commercial Arbitration Centre pursuant to Article 16.2 of the Option Agreement (“Arbitration Proceeding #2), whereby the Company is seeking: (i) a declaration that the Second Notice of Default is invalid; (ii) in the alternative, a declaration that the Company was not in default as alleged in the Second Notice of Default; and (ii) an order requiring Mercer BC to pay to the Company costs of the arbitration.

On January 13, 2012, the arbitrators (the “Arbitrators”) of the Arbitration Proceeding dealing with the First Notice of Default ordered the Company and Mercer BC to post $35,000 each as security for the Arbitrators’ fees. The Company complied with this order, however, Mercer BC has not.

On February 16, 2012, the Company applied to the Arbitration Proceeding to strike portions of Mercer BC’s defense on the basis that it raised factual issues, which were beyond the jurisdiction of the Arbitration Proceeding. The Company’s application was dismissed, however, in responding to the application, Mercer BC withdrew a further allegation of default, leaving only two remaining allegations of default from the original ten grounds of default contained in the First Notice of Default.

On February 29, 2012, the Arbitration Proceeding #2 dealing with the Second Notice of Default was settled on the basis that Mercer BC withdrew the Second Notice of Default, without prejudice to its ability to assert default on the same grounds after December 31, 2012.

On March 5, 2012, the Arbitrators provided Mercer BC with a further 14 days to comply with the payment order, however, Mercer BC failed to comply with such order.

On March 19, 2012, the Arbitrators declared the termination notice that was issued by Mercer BC to the Company on August 25, 2011 as invalid.

On May 2, 2012, the Arbitrators ordered that the Arbitration Proceedings shall be suspended until such time as Mercer BC complies with its order.

On August 6, 2012, the Company commenced an action against Rahim Jivraj and Mercer BC in US Federal Court under Civil Action number C12-1325 MJP. The Complaint against Jivraj and Mercer BC includes Federal Securities Fraud, Controlling Person Liability, Defamation, Breach of Fiduciary Duty, and Tortious.Breach of Implied Covenant of Good Faith and Fair Dealing. The claim is for compensatory damages, which claim may exceed US $43 million, presumed defamation damages and punitive damages, and return of the ten million shares of the Company's stock held by Jivraj and his nominees, as well as legal fees and costs.

The Company delivered a notice on October 11, 2012 that in 14 days it intends to take a default judgment against Rahim Jivraj and Mercer BC.

Item 1A.           Risk Factors

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.


- 17 -

In addition to the other information set forth in this report, you should carefully consider the factors discussed under the heading “Risk Factors” in Item 1A. to Part I of our Annual Report on Form 10-K for the fiscal year ended February 29, 2012, which could materially affect our business, financial condition or operating results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us, or that we currently consider to be immaterial, may also prove to be material and adversely affect our business, financial condition and/or operating results.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3.    Defaults Upon Senior Securities

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information

On October 11, 2012, we formally informed De Joya Griffith, LLC of their dismissal as our independent registered public accounting firm.

The reports of De Joya Griffith, LLC on our financial statements as of and for the year ended February 29, 2012, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about our ability to continue as a going concern.

Our Board of Directors participated in and approved the decision to change independent registered public accounting firms.

During our two most recent fiscal years preceding the termination of De Joya Griffith, LLC, and through October 11, 2012, there were no disagreements with De Joya Griffith, LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of De Joya Griffith, LLC would have caused them to make reference thereto in connection with their report on the financial statements for such years.

We have requested that De Joya Griffith, LLC furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. To date, DeJoya has not responded to that request.

New independent registered public accounting firm

On October 11, 2012, we engaged Michael F Cronin, as our new independent registered public accounting firm. During the two most recent fiscal years and through October 11, 2012, we have not consulted with Michael F Cronin regarding any of the following:

  (a)

The application of accounting principles to a specific transaction, either completed or proposed, or the type of audit of audit opinion that may be rendered on our financial statements, and Michael F Cronin did not provide either a written report or oral advice to us that Michael F Cronin concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or

   

 

  (b)

The subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(iv) of Regulation S-K.

Item 6.    Exhibits

Exhibit  
Number Description of Exhibit
3.1 Articles of Incorporation, as amended (1)
3.2 Certificate of Change filed with the Nevada Secretary of State on June 4, 2007 (19)
3.3

Articles of Merger as filed with the Nevada Secretary of State on June 4, 2007 (2)

3.4

Articles of Merger as filed with the Nevada Secretary of State on February 26, 2008 (19)

3.5

Articles of Merger as filed with the Nevada Secretary of State on May 17, 2010 (14)

3.6

Certificate of Change filed with the Nevada Secretary of State on June 8, 2010 (13)

3.7

Certificate of Change filed with the Nevada Secretary of State on April 14, 2011 (17)

3.8

Certificate of Correction filed with the Nevada Secretary of State on April 28, 2011 (17)

3.9

Articles of Merger as filed with the Nevada Secretary of State on August 30, 2011(18)

3.10

Bylaws (1)

10.1

Mineral Property Staking and Purchase Agreement dated January 28, 2005 between Ancor Resources Inc. and Laurence Stephenson (1)

10.2

Nose Rock Property - Option and Joint Venture Agreement between Nu-Mex Uranium Corp. and Strathmore Resources (US) Ltd. dated September 14, 2007 (3)

10.3

Dalton Pass Property - Option and Joint Venture Agreement between Nu-Mex Uranium Corp. and Strathmore Resources (US) Ltd. dated October 5, 2007 (4)

10.4

NWT Uranium Corp. and Nu-Mex Uranium Corp. Terminate Arrangement Agreement dated February 13, 2008 (5)

10.5

Executive Services Agreement dated April 1, 2008 among Uranium International Corp., Cleary Petroleum Corp. and Richard M. Cherry (6)

10.6

Letter Option Agreement dated December 9, 2008 between Uranium International Corp. and Geoforum Scandinavia AB (7)

10.7

Letter Option Agreement dated January 15, 2009 between Uranium International Corp. and Trans Atlantic Metals AG (8)

10.8

Letter Agreement dated April 21, 2009, effective April 23, 2009, between Uranium International Corp. and Continental Precious Metals Inc. (9)

10.9

Option Agreement dated October 29, 2009 between Uranium International Corp. and Geoforum Scandinavia AB (10)



- 18 -

Exhibit  
Number Description of Exhibit
10.10

Option Agreement dated November 17, 2009 between Uranium International Corp. and Trans Atlantic Metals AG (11)

10.11

Mineral Assets Option Agreement between Mercer Gold Corp. and Uranium International Corp., dated April 13, 2010 (12)

10.12

2010 Stock Incentive Plan (15)

10.13

Amendment to Mineral Assets Option Agreement dated December 30, 2010 (16)

10.14

Letter Agreement for Extension of July 14, 2012 Payment to July 31, 2012 between Mercer Two Panama Corp. and Comunidad Minera Guayabales, dated July 9, 2012 (20)

Subsidiaries of the Issuer:

 

21.1

Subsidiaries of the Issuer:

 

Mercer One Panama Corp. (Incorporated under the laws of the Republic of Panama)

 

Mercer Two Panama Corp. (Incorporated under the laws of the Republic of Panama)

 

Certifications

31.1

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) *

31.2

Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a) *

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 *

101.INS

XBRL Instance Document *

101.SCH

XBRL Taxonomy Extension Schema *

101.CAL

XBRL Taxonomy Extension Calculation Linkbase *

101.DEF

XBRL Taxonomy Extension Definition Linkbase *

101.LAB

XBRL Taxonomy Extension Label Linkbase *

101.PRE

XBRL Taxonomy Extension Presentation Linkbase *


* Filed herewith
(1)

Incorporated by reference from our Form SB-2, filed with the SEC on September 13, 2006.

(2)

Incorporated by reference from our Form 10-KSB, filed with the SEC on June 13, 2007

(3)

Incorporated by reference from our Form 8-K, filed with the SEC on September 14, 2007.

(4)

Incorporated by reference from our Form 8-K, filed with the SEC on October 12, 2007.

(5)

Incorporated by reference from our Form 8-K, filed with the SEC on February 19, 2008.

(6)

Incorporated by reference from our Form 8-K, filed with the SEC on April 7, 2008.

(7)

Incorporated by reference from our Form 8-K, filed with the SEC on December 19, 2008.

(8)

Incorporated by reference from our Form 8-K, filed with the SEC on January 23, 2009.

(9)

Incorporated by reference from our Form 8-K, filed with the SEC on May 1, 2009.

(10)

Incorporated by reference from our Form 8-K, filed with the SEC on November 12, 2009.

(11)

Incorporated by reference from our Form 8-K, filed with the SEC on November 27, 2009.

(12)

Incorporated by reference from our Form 8-K, filed with the SEC on April 19, 2010.

(13)

Incorporated by reference from our Form 8-K, filed with the SEC on June 9, 2010

(14)

Incorporated by reference from our Form 8-K, filed with the SEC on June 9, 2010

(15)

Incorporated by reference from our Form 10-K, filed with the SEC on June 16, 2010.

(16)

Incorporated by reference from our Form 8-K, filed with the SEC on January 18, 2011.

(17)

Incorporated by reference from our Form 8-K, filed with the SEC on May 12, 2011.

(18)

Incorporated by reference from our Form 8-K, filed with the SEC on November 4, 2011.

(19)

Incorporated by reference from our Form 10-K, filed with the SEC on June 28, 2012.

(20) Incorporated by reference from our Form 10-Q, filed with the SEC on July 20, 2012.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRESORO MINING CORP.

  By: /s/ Gary Powers
    Gary Powers
    President/Chief Executive Officer
    Date: October 19, 2012
     
  By: /s/ William D. Thomas
    William D. Thomas
    Chief Financial Officer, Secretary, Treasurer and a Director
    (Principal Financial Officer and Principal Accounting Officer)
    Date: October 19, 2012


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PINX:TSOR Quarterly Report 10-Q Filing - 8/31/2012
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