XOTC:IXPLD Annual Report 10-K Filing - 1/31/2012

Effective Date 1/31/2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934 For the fiscal year ended January 31, 2012 Commission file number 000-54666 Impact Explorations Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 27-1614533 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 78 York Street London W1H 1DP England (Address of Principal Executive Offices & Zip Code) Telephone +44 207 681 1620 Facsimile +44 207 681 1620 (Telephone Number) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] As of April 23, 2012, the registrant had 6,000,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of April 27, 2012. <PAGE> IMPACT EXPLORATIONS INC. TABLE OF CONTENTS Page No. -------- Part I Item 1. Business 3 Item 1A. Risk Factors 5 Item 2. Properties 7 Item 3. Legal Proceedings 7 Item 4. [Removed and Reserved] 7 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 8 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 8. Financial Statements and Supplementary Data 12 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 21 Item 9A. Controls and Procedures 21 Part III Item 10. Directors and Executive Officers 23 Item 11. Executive Compensation 24 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 26 Item 13. Certain Relationships and Related Transactions 26 Item 14. Principal Accounting Fees and Services 26 Part IV Item 15. Exhibits 27 Signatures 27 2 <PAGE> PART I ITEM 1. BUSINESS COMPANY INFORMATION You should read the following summary together with the more detailed business information and the financial statements and related notes that appear elsewhere in this report. In this report, unless the context otherwise denotes, references to "we", "us", "our", "Impact" and "Impact Exploration" are to Impact Explorations Inc. Impact Explorations was incorporated in the State of Nevada on January 6, 2010 to engage in the acquisition, exploration and development of natural resource properties. We are an exploration stage company with no revenues or operating history. The principal executive offices are located at 78 York Street, London W1H 1DP. The telephone number is +44 207 681 1620. We received our initial funding of $15,000 through the sale of common stock to our officer, Ms. Jenny Brown, who purchased 3,000,000 shares of our common stock at $0.005 per share on January 6, 2010. From inception until the date of this filing we have had limited operating activities. On September 14, 2010 we issued a total of 3,000,000 shares of common stock to 26 unrelated shareholders for cash at $0.015 per share for a total of $45,000 pursuant to the S-1 Registration Statement we filed with the US Securities and Exchange Commission. Our financial statements from inception (January 6, 2010) through the year ended January 31, 2012 report no revenues and a net loss of $41,979. Our independent auditor has issued an audit opinion for Impact Explorations Inc. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. On March 1, 2011 our shares were approved for trading on the OTCBB under the symbol "IXPL". There is currently no active trading market for our securities. GENERAL INFORMATION We paid the geologist $10,000 for Phase 1 of the exploration program on our original property, the Met 1. On April 12, 2011 we received his report on his findings. After reviewing the report Management decided to abandon the claim and is currently pursuing additional exploration assets. There is no guarantee we will be able to find another resource property with our remaining funds and if we do the property may not contain any reserves and funds that we spend on exploration will be lost. Even if we complete an exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds to bring the claim to production. COMPETITION We do not compete directly with anyone for the exploration or removal of minerals from any mineral property on which we conduct exploration activities as we always hold all interest and rights to the claim. Readily available commodities markets exist in Canada, the U.S. and around the world for the sale of gold, silver and other minerals. Therefore, we will likely be able to sell any minerals that we are able to recover. 3 <PAGE> In the future we may be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as bulldozers and excavators that we will need to conduct exploration. If we are unsuccessful in securing the products, equipment and services we need we may have to suspend any exploration plans until we are able to do so. BANKRUPTCY OR SIMILAR PROCEEDINGS There has been no bankruptcy, receivership or similar proceeding. REORGANIZATIONS, PURCHASE OR SALE OF ASSETS There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business. COMPLIANCE WITH GOVERNMENT REGULATION We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the state, province or country in which we carry out exploration activities. PATENTS, TRADEMARKS, FRANCHISES, ROYALTY AGREEMENTS OR LABOR CONTRACTS We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts. We will assess the need for any copyright, trademark or patent applications on an ongoing basis. NEED FOR GOVERNMENT APPROVAL OF PRODUCTS OR SERVICES We are not required to apply for or have any government approval for our products or services. RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS We have not expended funds for research and development costs since inception. We paid $4,000 for the geology report and staking of the Met 1 claim. EMPLOYEES AND EMPLOYMENT AGREEMENTS Our only employee is our sole officer, Jenny Brown. Ms. Brown currently devotes 2-4 hours per week to company matters and after receiving funding she plans to devote as much time as the board of directors determines is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employee. REPORTS TO SECURITIES HOLDERS We provide an annual report that includes audited financial information to our shareholders. We make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room in Washington, DC. The public may 4 <PAGE> obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. ITEM 1A. RISK FACTORS OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THEREFORE THERE IS SUBSTANTIAL UNCERTAINTY WE WILL CONTINUE ACTIVITIES IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment. BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS EXTREMELY REMOTE, ANY FUNDS SPENT ON EXPLORATION WILL PROBABLY BE LOST. The probability of an individual prospect ever having reserves is extremely remote. In all probability the property does not contain any reserves. As such, any funds spent on exploration will probably be lost which will result in a loss of your investment. WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE ACTIVITIES. We were incorporated in January 2010 and have only recently started our exploration activities. We have not, to date, realized any revenues. We have a limited operating history upon which an evaluation of our future success or failure can be made. Our net loss was $41,979 from inception to January 31, 2012. Our ability to achieve and maintain profitability and positive cash flow is dependent upon: * our ability to locate a profitable mineral property * our ability to generate revenues * our ability to reduce exploration costs. Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease activities. BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS. The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position. BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MAY HAVE TO LIMIT OUR EXPLORATION ACTIVITY WHICH MAY RESULT IN A LOSS OF YOUR INVESTMENT. Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing reserve may go 5 <PAGE> undiscovered. Without a reserve, we cannot generate revenues and you will lose your investment. WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO BEGIN EXPLORATION WHICH COULD CAUSE US TO DELAY OR SUSPEND ACTIVITIES. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need. BECAUSE OUR SOLE OFFICER AND/OR DIRECTOR DOES NOT HAVE ANY FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF MINERAL EXPLORATION, THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL. Our sole officer and director is Jenny Brown. Ms. Brown has no formal training as a geologist or in the technical aspects of management of a mineral exploration company. Her prior business experiences have primarily been in property management and development. With no direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND WILL ONLY BE DEVOTING 5 TO 10% OF HER TIME OR APPROXIMATELY TWO TO FOUR HOURS PER WEEK TO OUR OPERATIONS, OUR OPERATIONS MAY BE SPORADIC WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION. Because our officer and director has other outside business activities and will only be devoting 5 to 10% of her time or two to four hours per week to our operations, our operations may be sporadic and occur at times which are convenient to our officer and director. As a result, exploration of the property may be periodically interrupted or suspended. OUR SOLE OFFICER AND DIRECTOR, BENEFICIALLY OWNS 50% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. IF SHE CHOOSES TO SELL HER SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK. Due to the amount of Ms. Brown's share ownership in our company, if she chooses to sell her shares in the public market, the market price of our stock could decrease and all shareholders suffer a dilution of the value of their stock. OUR DIRECTOR WILL CONTINUE TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS, WHICH MEANS AS A MINORITY SHAREHOLDER, YOU WOULD HAVE NO CONTROL OVER CERTAIN MATTERS REQUIRING STOCKHOLDER APPROVAL THAT COULD AFFECT A SHAREHOLDERS' ABILITY TO EVER RESELL THEIR SHARES. Our executive officer and director owns 50% of our common stock. She has a significant influence in determining the outcome of all corporate transactions, including the election of directors, approval of significant corporate transactions, changes in control of the company or other matters that could affect your ability to ever resell your shares. Her interests may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders. 6 <PAGE> OUR SOLE OFFICER AND DIRECTOR LIVES OUTSIDE THE UNITED STATES, MAKING IT DIFFICULT FOR AN INVESTOR TO ENFORCE LIABILITIES IN FOREIGN JURISDICTIONS. We are a Nevada corporation and, as such, are subject to the jurisdiction of the State of Nevada and the United States courts for purposes of any lawsuit, action or proceeding by investors herein. An investor would have the ability to effect service of process in any action on the company within the United States. However, since our officer and director resides outside the United States, substantially all or a portion of her assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon her or to enforce against her judgments obtained in United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or any state thereof. IF AN ACTIVE TRADING MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES AND WILL INCUR LOSSES AS A RESULT. An application for listing of our common stock on the Over the Counter Bulletin Board (OTCBB) and on March 1, 2011 the application was approved and we were assigned "IXPL" as our symbol. If no active trading market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment. OUR SHARES ARE CONSIDERED PENNY STOCK WHICH LIMITS A SHAREHOLDERS' ABILITY TO SELL THE STOCK. Our shares constitute penny stock under the Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, thus limiting investment liquidity. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL. To be eligible for quotation on FINRA's Over the Counter Bulletin Board, we must remain current in our filings with the Securities and Exchange Commission. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for a shareholder to resell any shares, if at all. ITEM 2. PROPERTIES We do not currently own any property. Our offices are located at 78 York Street, London, W1H 1DP, which are the offices of our president and are provided to us free of charge. The telephone number is +44 207 681 1620. Management believes the current premises are sufficient for its needs at this time. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages. ITEM 3. LEGAL PROCEEDINGS We are not currently involved in any legal proceedings and are not aware of any pending or potential actions. ITEM 4. REMOVED AND RESERVED 7 <PAGE> PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our shares have been quoted on the OTC Electronic Bulletin Board (OTCBB) under the symbol "IXPL" since March 1, 2011. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Impact Explorations with any market maker regarding participation in a future trading market for our securities. As of the date of this filing, there has been no public trading of our securities, and, therefore, no high and low bid pricing. As of the date of this report Impact Explorations had 27 shareholders of record. We have paid no cash dividends and have no outstanding options. PENNY STOCK RULES The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our shares are considered penny stock which limits the ability to sell the stock. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which: - contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading; - contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; 8 <PAGE> - contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the significance of the spread between the bid and ask price; - contains a toll-free telephone number for inquiries on disciplinary actions; - defines significant terms in the disclosure document or in the conduct of trading penny stocks; and - contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation; The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer: - the bid and offer quotations for the penny stock; - the compensation of the broker-dealer and its salesperson in the transaction; - the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and - monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities. SHARES AVAILABLE UNDER RULE 144 There are currently 3,000,000 shares of common stock that are considered restricted securities under Rule 144 of the Securities Act of 1933. All 3,000,000 shares are held by our officer and director. In general, under Rule 144 as amended, a person who has beneficially owned and held restricted securities for at least six months, including affiliates, may sell publicly without registration under the Securities Act, within any three-month period, assuming compliance with other provisions of the Rule, a number of shares that do not exceed the greater of(i) one percent of the common stock then outstanding or, (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. HOLDERS As of January 31, 2012, we have 6,000,000 Shares of $0.001 par value common stock issued and outstanding held by 27 shareholders of record. The stock transfer agent for our securities is Holladay Stock Transfer, 2939 North 67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940. 9 <PAGE> DIVIDENDS We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Summary for years ending January 31, 2012 and 2011 Year Ended January 31, 2012 2011 -------- -------- Revenue $ Nil $ Nil Operating Expenses $ 22,662 $ 18,507 Net Loss $ 22,662 $ 18,507 EXPENSES Our operating expenses for the years ended January 31, 2012 and 2011 are outlined in the table below: Year Ended January 31, 2012 2011 -------- -------- General and administrative $ 4,762 $ 5,207 Professional fees $ 10,000 $ 9,300 Mineral Exploration Expense $ 7,900 $ 4,000 REVENUE We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter. EQUITY COMPENSATION We currently do not have any stock option or equity compensation plans or arrangements. 10 <PAGE> LIQUIDITY AND FINANCIAL CONDITION WORKING CAPITAL At At Percentage January 31, January 31, Increase/ 2012 2011 Decrease -------- -------- -------- Current Assets $ 20,461 $ 40,683 -51% Current Liabilities $ 2,440 $ 0 +100% Working Capital (deficit) $ 18,021 $ 40,683 -55% CASH FLOWS Year Ended Year Ended January 31, January 31, 2012 2011 -------- -------- Net Cash Used in Operating Activities $(10,222) $(29,297) Net Cash Provided by Investing Activities $ 0 $ 0 Net Cash Provided by Financing Activities $ 0 $ 45,000 INCREASE (DECREASE) IN CASH DURING THE YEAR $(10,222) $ 15,703 We have generated no revenue since inception and have incurred $74,979 in expenses through January 31, 2012. We had a net loss of $22,662 and $18,507 for the years ended January 31, 2012 and 2011, respectively. These expenses consisted of professional fees, administrative expenses and exploration expenses. Our cash in the bank at January 31, 2012 was $20,461, with $2,440 in outstanding liabilities. Cash provided by financing activities since inception is as follows: 1. On January 6, 2010, a total of 3,000,000 shares of Common Stock were issued to Jenny Brown, a director, in exchange for cash in the amount of $15,000, or $.005 per share. 2. On September 14, 2010 the Company issued a total of 3,000,000 shares of common stock to 26 unrelated sharholders for cash at $0.15 per share for a total of $45,000 pursuant to an S-1 registration statement. GOING CONCERN We are an exploration stage company and currently have no operations. Our independent auditor has issued an audit opinion for the company which includes a statement expressing substantial doubt as to our ability to continue as a going concern. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. PLAN OF OPERATION We are now investigating other properties on which exploration could be conducted and other business opportunities to enhance shareholder value. If we are unable to find another property or business opportunity, our shareholders will lose some or all of their investment and our business will likely fail. 11 <PAGE> ITEM 8. FINANCIAL STATEMENTS GEORGE STEWART, CPA 316 17TH AVENUE SOUTH SEATTLE, WASHINGTON 98144 (206) 328-8554 FAX(206) 328-0383 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Impact Explorations Inc. I have audited the accompanying balance sheets of Impact Explorations Inc. (An Exploration Stage Company) as of January 31, 2012 and 2011, and the related statements of operations, stockholders' equity and cash flows for the years ended January 31, 2012 and 2011 and for the period from January 6, 2010 (inception), to January 31, 2012. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Impact Explorations Inc., (An Exploration Stage Company) as of January 31, 2012 and 2011, and the results of its operations and cash flows for the years ended January 31, 2012 and 2011 and the period from January 6, 2010 (inception), to January 31, 2012 in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 3 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note # 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ George Stewart ------------------------------- Seattle, Washington April 5, 2012 12 <PAGE> IMPACT EXPLORATIONS INC. (An Exploration Stage Company) Balance Sheet -------------------------------------------------------------------------------- As of As of January 31, January 31, 2012 2011 -------- -------- <S> <C> <C> ASSETS CURRENT ASSETS Cash $ 20,461 $ 30,683 Deposits -- 10,000 -------- -------- TOTAL CURRENT ASSETS 20,461 40,683 -------- -------- TOTAL ASSETS $ 20,461 $ 40,683 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 2,440 $ -- -------- -------- TOTAL CURRENT LIABILITIES 2,440 -- -------- -------- TOTAL LIABILITIES 2,440 -- -------- -------- STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 75,000,000 shares authorized; 6,000,000 and 3,000,000 shares issued and outstanding as of January 31, 2012 and January 31, 2011 6,000 6,000 Additional paid-in capital 54,000 54,000 Deficit accumulated during exploration stage (41,979) (19,317) -------- -------- TOTAL STOCKHOLDERS' EQUITY 18,021 40,683 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 20,461 $ 40,683 ======== ======== See Notes to Financial Statements 13 <PAGE> IMPACT EXPLORATIONS INC. (An Exploration Stage Company) Statement of Operations -------------------------------------------------------------------------------- January 6, 2010 (inception) Year ended Year ended through January 31, January 31, January 31, 2012 2011 2012 ---------- ---------- ---------- <S> <C> <C> <C> REVENUES Revenues $ -- $ -- $ -- ---------- ---------- ---------- TOTAL REVENUES -- -- -- EXPENSES General and Administrative 4,762 5,207 10,779 Mineral Exploration Expense 10,000 4,000 14,000 Professional Fees 7,900 9,300 17,200 ---------- ---------- ---------- TOTAL EXPENSES 22,662 18,507 41,979 ---------- ---------- ---------- NET INCOME (LOSS) $ (22,662) $ (18,507) $ (41,979) ========== ========== ========== BASIC EARNING (LOSS) PER SHARE $ 0.00 $ 0.00 ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,000,000 4,150,685 ========== ========== See Notes to Financial Statements 14 <PAGE> IMPACT EXPLORATIONS INC. (An Exploration Stage Company) Statement of Changes in Stockholders' Equity From January 6, 2010 (Inception) through January 31, 2012 -------------------------------------------------------------------------------- Deficit Accumulated Common Additional During Common Stock Paid-in Exploration Stock Amount Capital Stage Total ----- ------ ------- ----- ----- <S> <C> <C> <C> <C> <C> BALANCE, JANUARY 6, 2010 -- $ -- $ -- $ -- $ -- Stock issued for cash on January 6, 2010 @ $0.005 per share 3,000,000 3,000 12,000 15,000 Net loss, January 31, 2010 (810) (810) ---------- ------- -------- --------- -------- BALANCE, JANUARY 31, 2010 3,000,000 $ 3,000 $ 12,000 $ (810) $ 14,190 ========== ======= ======== ========= ======== Stock issued for cash on September 14, 2010 @ $0.015 per share 3,000,000 3,000 42,000 45,000 Net loss, January 31, 2011 (18,507) (18,507) ---------- ------- -------- --------- -------- BALANCE, JANUARY 31, 2011 6,000,000 $ 6,000 $ 54,000 $ (19,317) $ 40,683 ========== ======= ======== ========= ======== Net loss, January 31, 2012 (22,662) (22,662) ---------- ------- -------- --------- -------- BALANCE, JANUARY 31, 2012 6,000,000 $ 6,000 $ 54,000 $ (41,979) $ 18,021 ========== ======= ======== ========= ======== See Notes to Financial Statements 15 <PAGE> IMPACT EXPLORATIONS INC. (An Exploration Stage Company) Statement of Cash Flows -------------------------------------------------------------------------------- January 6, 2010 (inception) Year ended Year ended through January 31, January 31, January 31, 2012 2011 2012 -------- -------- -------- <S> <C> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(22,662) $(18,507) $(41,979) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Deposits 10,000 (10,000) -- Accounts Payable 2,440 (790) 2,440 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (10,222) (29,297) (39,539) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock -- 45,000 60,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 45,000 60,000 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (10,222) 15,703 20,461 CASH AT BEGINNING OF PERIOD 30,683 14,980 -- -------- -------- -------- CASH AT END OF YEAR $ 20,461 $ 30,683 $ 20,461 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 16 <PAGE> IMPACT EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements January 31, 2012 -------------------------------------------------------------------------------- NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Impact Explorations Inc. (the Company) was incorporated under the laws of the State of Nevada on January 6, 2010. The Company was formed to engage in the acquisition, exploration and development of natural resource properties. The Company is in the exploration stage. Its activities to date have been limited to capital formation, organization and development of its business plan and recently initiated exploration activities. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. BASIS OF ACCOUNTING The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a January 31, year-end. B. BASIC EARNINGS PER SHARE ASC No. 260, "Earnings Per Share", specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260. Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company. C. CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. D. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles 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 reporting period. Actual results could differ from those estimates. In accordance with ASC No. 250 all adjustments are normal and recurring. 17 <PAGE> IMPACT EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements January 31, 2012 -------------------------------------------------------------------------------- NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E. INCOME TAXES Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. F. REVENUE The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception. G. ADVERTISING The Company will expense its advertising when incurred. There has been no advertising since inception. H. RECENT ACCOUNTING PRONOUNCEMENTS The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the company's financial statements. NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had limited operations during the period from January 6, 2010 (inception) to January 31, 2012 and generated a net loss of $41,979. This condition raises substantial doubt about the Company's ability to continue as a going concern. Management does not believe that the company's current cash of $20,461 is sufficient to cover the expenses they will incur during the next twelve months. 18 <PAGE> IMPACT EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements January 31, 2012 -------------------------------------------------------------------------------- NOTE 4. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common. NOTE 5. RELATED PARTY TRANSACTIONS The Company neither owns nor leases any real or personal property. The sole officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities as they become available. Thus she may face a conflict in selecting between the Company and her other business interests. The Company has not formulated a policy for the resolution of such conflicts. NOTE 6. INCOME TAXES As of January 31, 2012 ---------------------- Deferred tax assets: Net operating tax carryforwards $ 41,979 Other 0 -------- Gross deferred tax assets 14,273 Valuation allowance (14,273) -------- Net deferred tax assets $ 0 ======== Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 7. NET OPERATING LOSSES As of January 31, 2012, the Company has a net operating loss carryforwards of approximately $41,979. Net operating loss carryforwards expires twenty years from the date the loss was incurred. 19 <PAGE> IMPACT EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements January 31, 2012 -------------------------------------------------------------------------------- NOTE 8. STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with ASC No. 505. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with ASC No. 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. On January 6, 2010 the Company issued a total of 3,000,000 shares of common stock to one director for cash at $0.005 per share for a total of $15,000. On September 14, 2010 the Company issued a total of 3,000,000 shares of common stock to 26 unrelated shareholders for cash at $.015 per share for a total of $45,000 pursuant to a S-1 registration statement. As of January 31, 2012 the Company had 6,000,000 shares of common stock issued and outstanding. NOTE 9. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of January 31, 2012: * Common stock, $ 0.001 par value: 75,000,000 shares authorized; 6,000,000 shares issued and outstanding. NOTE 10. SUBSEQUENT EVENTS The Company evaluated all events or transactions that occurred after January 31, 2012 up through the date the Company issued these financial statements. During this period, the Company did not have any material recognizable subsequent events. 20 <PAGE> ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer (our president), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating to our company, particularly during the period when this report was being prepared. MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the company. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Under the supervision and with the participation of our president, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of January 31, 2012, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below. 21 <PAGE> Management assessed the effectiveness of the Company's internal control over financial reporting as of evaluation date and identified the following material weaknesses: INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to properly implement control procedures. LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS: We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future. Management, including our president, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended January 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 22 <PAGE> PART III ITEM 10. DIRECTOR AND EXECUTIVE OFFICER The officer and director of Impact Explorations, whose one year terms will expire 1/31/13, or at such a time as their successor(s) shall be elected and qualified are as follows: Name & Address Age Position Date First Elected Term Expires -------------- --- -------- ------------------ ------------ Jenny Brown 25 President, 1/6/10 1/31/13 78 York Street Secretary, London, England Treasurer, W1H 1DP CFO, CEO & Director The foregoing person is a promoter of Impact Explorations Inc., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. Jenny Brown currently devotes 2-4 hours per week to company matters, in the future she intends to devote as much time as the board of directors deems necessary to manage the affairs of the company. No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending. Background Information JENNY BROWN has been the President, Secretary, Treasurer and a Director of Impact Explorations since January 6, 2010. EDUCATION September 2003 - June 2005 University of Sheffield, Yorkshire, UK Studied Bachelor of Science, Biomedical Science Degree not gained just 2 years study completed January 2009 - Present University of Essex, Essex, UK Bachelor of Arts, Degree in Business and Management First Class Honours, January 2009 - March 2011 Association for Residential Letting Agents Qualifications Warwick, UK 23 <PAGE> October 2007 ARLA PRINCIPLES OF DAMAGES AND DISPUTES December 2007 ARLA PRACTICAL APPROACH TO RESIDENTIAL MANAGEMENT April 2008 ARLA RESIDENTIAL PROPERTY PRACTICE July 2008 ARLA LEGAL APECTS PART A September 2008 ARLA LEGAL ASPECTS PART B EMPLOYMENT Aug 08 - Present Property Developer, London, UK, managing the design, build and development of a clients family home. April 07- Present Property Manager Douglas and Gordon, Estate Agent, 37 Ixworth place, Chelsea, London, UK Managed 250 properties between (pound)250,000 and (pound)17,000,000 worth in South Kensington, Chelsea and Notting Hill London May 06 - April 07 Property Manager Saxton Mee, Estate Agent, Campo House, 54 Campo Lane, Sheffield, UK S1 2EG Managed 100 properties between (pound)50,000 and (pound)1,000,000 worth In Sheffield June 05 - April 06 Property Developer, Sheffield, UK, managing the design, build and development of a clients project. Renovating a dilapidated building into a commercial rental property. ITEM 11. EXECUTIVE COMPENSATION Our current officer receives no compensation. The current Board of Directors is comprised of Jenny Brown. SUMMARY COMPENSATION TABLE Change in Pension Value and Non-Equity Nonqualified Incentive Deferred All Name and Plan Compen- Other Principal Stock Option Compen- sation Compen- Position Year Salary Bonus Awards Awards sation Earnings sation Totals ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> Jenny Brown, 2012 0 0 0 0 0 0 0 0 President, 2011 0 0 0 0 0 0 0 0 CFO & CEO 2010 0 0 0 0 0 0 0 0 24 <PAGE> OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END Option Awards Stock Awards ----------------------------------------------------------------- ---------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ <S> <C> <C> <C> <C> <C> <C> <C> <C> <C> Jenny 0 0 0 0 0 0 0 0 0 Brown, CEO & CFO DIRECTOR COMPENSATION Change in Pension Value and Fees Non-Equity Nonqualified Earned Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash Awards Awards Compensation Earnings Compensation Total ---- ---- ------ ------ ------------ -------- ------------ ----- Jenny Brown, 0 0 0 0 0 0 0 Director There are no current employment agreements between the company and its executive officer. In January 2010 Jenny Brown purchased 3,000,000 shares of our common stock at $0.005 per share. The terms of these stock issuances were as fair to the company, in the opinion of the board of directors, as could have been made with an unaffiliated third party. Ms. Brown currently devotes approximately 2-4 hours per week to manage the affairs of the company. She has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. 25 <PAGE> ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information on the ownership of Impact Explorations' voting securities by officers, directors and major shareholders as well as those who own beneficially more than five percent of our common stock as of the date of this report: Name of No. of Percentage Beneficial Owner(1) Shares of Ownership ------------------- ------ ------------ Jenny Brown 3,000,000 50% 78 York Street London, England W1H 1DP All Officers and Directors as a Group 3,000,000 50% ---------- (1) The person named may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The principal executive office and telephone number are provided free of charge by Ms. Brown, the officer and director of the corporation. In January 2010 Ms. Brown purchased 3,000,000 shares of our common stock at $0.005 per share. All of such shares are "restricted" securities, as that term is defined by the Securities Act of 1933, as amended, and are held by the officer and director of the Company. (See "Principal Stockholders".) ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The total fees charged to the company for audit services were $7,900, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended January 31, 2012. The total fees charged to the company for audit services were $7,800, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended January 31, 2011. 26 <PAGE> PART IV ITEM 15. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Registration Statement on Form S-1, filed under SEC File Number 333-165365, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal Financial Officer 101 Interactive data files pursuant to Rule 405 of Regulation S-T SIGNATURES Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. April 27, 2012 Impact Explorations Inc., Registrant By: /s/ Jenny Brown --------------------------------------- Jenny Brown, President, Chief Executive Officer, Principal Accounting Officer, and Chief Financial Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. April 27, 2012 Impact Explorations Inc., Registrant By: /s/ Jenny Brown --------------------------------------- Jenny Brown, President, Chief Executive Officer, Principal Accounting Officer, and Chief Financial Officer 27

XOTC:IXPLD Annual Report 10-K Filling

XOTC:IXPLD Stock - Get Annual Report SEC Filing of XOTC:IXPLD stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XOTC:IXPLD Annual Report 10-K Filing - 1/31/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Popularity |  Our Choices Title |  Date |  Company |  Symbol |  Interest |  Popularity

Previous: XOTC:ITMV Quarterly Report 10-Q Filing - 6/30/2012  |  Next: XOTC:IXPLD Quarterly Report 10-Q Filing - 4/30/2012