COVER SHEET

4 2 7 - A

S.E.C. Registration Number

A T O K B I G W E D G E C O I N C

(Company's Full Name)

1 0 T H F L O O R A L P H A L A N D S O U T H

G A T E T O W E R 2 2 5 8 C H I N O R O C E S

A V E C O R E D S A M A K A T I C I T Y

(Business Address: No. Street City1 Town1 Province)

Rodolfo Ma. A Ponferrada 304-6282

Contact Person Company Telephone Number

1 2 3 1 SEC 17-Q 2013

Month Day FORM TYPE Annual Meeting

Secondary License Type, if Applicable

Total Amount of Amended Articles Number/ Section

Total No. of Stockholders Domestic Foreign

----------------------------------------------------------------------------------------------------------------------------------------------

To be accomplished by SEC Personnel concerned

File Number LCU

Document I.D.

Cashier

STAMPS

-

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17-Q

QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141

OF THE CORPORATION CODE

1. For the fiscal year ended 31 March 2013 2. SEC Identification No.

427A 3. BIR Tax Identification No

000-707-286

4. Exact Name of Issuer as specified in its charter

ATOK-BIG WEDGE CO., INC.

Metro Manila

6. SEC Use Only Industry Classification Code

5. Province, Country or other jurisdiction of Incorporation or Organization

10th Floor, Alphaland Southgate Tower, Chino Roces cor EDSA, Makati

1232

7. Address of Principal Office Postal Code

(632) 338-5599 8. Issuer’s telephone number, including area code

NA 9. Former name, former address, and former fiscal year, if changed since last report 10. Securities registered pursuant to Section 4 and 8 of the RSA Title of Each Class Number of Shares of

Common Stock Outstanding Amount of Debt/

Liabilities Outstanding Common Shares 2,545,000,000 P 1,908,686.00

11. Are any of the securities listed on the Philippine Stock Exchange? Yes / No

12. Check whether the issuer has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of the Corporate Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports);

Yes / No

(a) has been subject to such filing requirements for the past ninety (90) days

Yes / No

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PPAARRTT II -- FFIINNAANNCCIIAALL IINNFFOORRMMAATTIIOONN

Item 1. Financial Statements Please find attached herein the Unaudited Consolidated Financial Statements of Atok-Big Wedge Co., Inc. (the “Company”) as well as AB Stock Transfers Corporation (“ABSTC”) and Tidemark Holdings Limited (“Tidemark”) as Exhibit 1 for the First (1st) Quarter ending March 31, 2013. The following discussion summarizes the significant factors affecting the operating results, financial condition, and liquidity and cash flows of the Company for the period ended March 31, 2013 and 2012 and the audited financial statements for the year ended December 31, 2012. The following discussion should be read in conjunction with the accompanying unaudited financial statements as of and for the period ended March 31, 2013 and 2012 and notes thereto which form part of this Report. Such financial statements and notes thereto have been prepared in compliance with accounting principles generally accepted in the Philippines (“GAAP”) as set forth in Philippine Financial Reporting Standards (“PFRS”). The Company’s financial statements are presented in the functional currency of Philippine pesos.

Other than those items disclosed in the notes to financial statements and the management’s discussion and analysis of financial condition and results of operations, the Company is not aware of any event, change, contingency or transaction which would have a material effect on the Company’s operation or financial performance.

Other than those items disclosed in the notes to financial statements and the management’s discussion and analysis of financial condition and results of operations, the Company is not aware of any material off-balance transactions, arrangements, obligations, or any other relationship of the Company created during the reporting period.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Description of Business The Company, formerly Atok-Big Wedge Mining Co., Inc., was incorporated and registered with the Securities and Exchange Commission (the “SEC”) on September 4, 1931. Its corporate life was extended on September 25, 1981 for another fifty (50) years to expire on September 25, 2031. The common shares of the Company are listed in the Philippine Stock Exchange (the “PSE”; ticker symbol: AB).

Since its incorporation, the Company engaged in mining as its primary purpose, producing gold as its major product and silver as a by-product. Its production was all sold to the Central Bank of the Philippines at a price subsidized by the Philippine Government, and later on at the prevailing world market price. Gold bullions are used by the Philippine Government as one of the components in the monetary reserve. Although the Company changed its primary purpose in 1996 from mining to general investment, it reverted to its original purpose of engaging in exploration and development of mining, oil, gas, and other natural resources when it amended its Articles of Incorporation, which was approved by the Securities and Exchange Commission on May 24, 2010. The Company has two wholly-owned subsidiaries, ABSTC and Tidemark. ABSTC was incorporated on June 24, 2010, with the purpose of establishing, operating, and acting as a transfer agent and/or registrar of corporations.

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On the other hand, Tidemark is a company registered and domiciled in Hong Kong SAR, which the Company bought on October 3, 2011. Tidemark owns 9,646,757 ordinary shares of Forum Energy plc (“Forum”), a company registered and domiciled in the United Kingdom, representing approximately 27.14% of Forum’s outstanding capital. The ordinary shares of Forum are traded and listed in the Alternative Investment Market of the London Stock Exchange (the “AIM”; ticker symbol: FEP). Forum is a gas & oil exploration and production company with a portfolio of projects in the Philippines. Among these projects is 70% of the equity in the license for the Sampaguita offshore gas discovery covered by Service Contract No. 72. The block is located off the North West coast of Palawan Island in the Philippines. Atok Gold Mining Co., Inc. (“Atok Gold”) used to be a wholly-owned subsidiary of the Company. On June 3, 2011, the Company sold its entire interest in Atok Gold to Progressive Development Corporation (“PDC”). PDC is an existing shareholder of the Company and belongs to the Araneta Group of Companies. As of this date, PDC owns 99,159,824 shares (representing about 3.9%) of the Company. PDC paid a total consideration of Php12,776,000.00 for 33,075,121 shares at Php0.3863 per share. The sale price was paid in cash and in full on the date of execution (June 3, 2011) of the sale documents. The proceeds forms part of the Company’s operating funds and is being used for operations (including ongoing exploration and business development activities). Management Plan of Operations The Company is evaluating several investment opportunities and looks to acquiring other mining, oil, gas, and other natural resource assets in order to be profitable. Given its current money market placements, the Company can fund its operations in the next year or two depending on the activities that will materialize. The Company’s vision is to be a company with significant involvement in various natural resources that significantly contribute to the economic development of the Philippines. Its mission is to be the leader in chosen fields by creating value through change, utilizing the group’s knowledge capital and adopting leading technologies, to enhance shareholders’ value and profit through growth in earnings and in intrinsic worth, to be committed to a culture of excellence, loyalty and pride, and to be a socially responsible and environmentally conscious corporate citizen, adhering to the highest ethical standards and respecting the communities to which it belongs. The Company’s entry into the energy sector is the first step towards its goal to becoming a major contributor to the development of natural resources in the Philippines. The Company shall continue to be firm on its commitment to be a significant contributor to the mining industry in the country and the ASEAN region. The Company does not expect to have any significant changes in the number of employees during the next 12 months. Financial Condition-Consolidated (Unaudited)

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March 31, 2013 December 31, 2012

Unaudited Audited

CURRENT ASSETS Notes

Cash and cash equivalents 4 188,295,112 191,077,964 -1.5% (2,782,853)

Receivables-net 5 674,120 417,541 61.4% 256,579

Receivables from related parties 5 1,758,209 2,109,636 -16.7% (351,427)

Inventories - - -

Input value added taxes and other current assets 7 6,099,437 4,282,823 42.4% 1,816,614

Total Current Assets 196,826,877 197,887,964 -0.5% (1,061,087)

NON-CURRENT ASSETS

Investment in associate 10 410,893,753 420,802,300 -2.4% (9,908,547)

Available-for-sale investment 999,950 999,950 0.0% -

Property and Equipment -net 9 3,146,632 3,614,310 -12.9% (467,678)

Mining exploration and project development cost - - 0.0% -

Deferred Tax Assets - - 0.0% -

Other noncurrent assets 11 1,263,980 1,523,907 -17.1% (259,927)

Total Non-Current Assets 416,304,315 426,940,466 -2.5% (10,636,151)

TOTAL ASSETS 613,131,192 624,828,430 -1.9% (11,697,238)

CURRENT LIABILITIES

Accounts payable and accrued expenses 13 869,762 647,549 34.3% 222,213

Payable to related parties 675,478 789,288 -14.4% (113,810)

Income Tax Payable 29,203 29,203 0.0% -

Other current liabilities 14 334,243 292,238 14.4% 42,005

Total Current Liabilities 1,908,686 1,758,278 8.6% 150,408

Total Liabilities 1,908,686 1,758,278 8.6% 150,408

STOCKHOLDERS' EQUITY

Capital Stock - Paid-up 15 1,060,000,000 1,060,000,000 0.0% -

Retained Earnings (Deficit) 16 (400,654,516) (388,806,870) -3.0% (11,847,646)

Other Comprehensive Income(Loss) (48,122,978) (48,122,978) 0.0% -

Total Stockholders' Equity 611,222,506 623,070,152 -1.9% (11,847,646)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 613,131,192 624,828,430 -1.9% (11,697,238)

LIABILITIES AND STOCKHOLDERS' EQUITY

ASSETS

ATOK-BIG WEDGE CO., INC. and SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF MARCH 31, 2013

(With Comparative Figures As of December 31, 2012)

%Inc/(Dec)

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March 31, 2013 vs. December 31, 2012 As of March 31, 2013, the Company’s balance sheet remains healthy, with consolidated assets of Php613 million from Php625 million as of December 31, 2012. The Company’s indebtedness remains manageable in the amount of Php1.9 million. Cash and cash equivalents totaled Php188 million as of March 31, 2013, a decrease of Php2.8 million from as of December 31, 2012. Receivables went up to Php674k from Php417k as of December 31, 2012 Equity attributable to stockholders went down to Php611 million as of March 31, 2013 from Php623 million at the end of 2012. Results of Operation

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March 31, 2013 March 31, 2012

Notes Unaudited Unaudited

17 3,833,231 5,073,088

Interest Income 1,212,035 2,942,887

Service Fee 310,660

Rent Income 318,808

Gain on disposal of Atok Gold

Share on the net results of operations of an associate (9,908,547)

Impairment Loss

Interest Expense

Others 52,628 342,746

18 (8,014,416) 3,285,633

(11,847,646) (1,787,455)

INCOME TAX (EXPENSE) BENEFIT - DEFERRED

DISCONTINUED OPERATIONS

Loss from Operations of Discontinued Business

Gain on Disposal of Discontinued Business

NET INCOME (LOSS) (11,847,646) (1,787,455)

Gain from translating the financial

statements of Tidemark

TOTAL COMPREHENSIVE INCOME (11,847,646) (1,787,455)

BASIC AND DILUTED LOSS PER SHARE 19 (0.0047) (0.0017)

INCOME (LOSS)BEFORE INCOME TAX FROM

CONTINUING OPERATIONS

OTHER COMPREHENSIVE INCOME

GENERAL AND ADMINISTRATIVE EXPENSES

OTHER INCOME (EXPENSES)-Net

ATOK-BIG WEDGE CO., INC. and SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE (3) MONTHS ENDED MARCH 31, 2013

With Comparative Figures for Three Months Ended as of March 31, 2012

For three months ended

Comprehensive loss for the three months ended March 31, 2013 amounted to Php11.848 million. This is the result of general and administrative expenses amounting Php3.833 million, share on the net loss results of operations of an associate amounting to Php9.909 million, net income from interest in money market placement amounting to Php1.212 million and other income amounting to Php682k. Discussion and Analysis of Material Events and Uncertainties Other than the issuance of Executive Order No. 79, s. 2012 (INSTITUTIONALIZING AND IMPLEMENTING REFORMS IN THE PHILIPPINE MINING SECTOR PROVIDING POLICIES AND

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GUIDELINES TO ENSURE ENVIRONMENTAL PROTECTION AND RESPONSIBLE MINING IN THE

UTILIZATION OF MINERAL RESOURCES) on July 6, 2012, as of reporting date: There were no known trends or events, which may have a material effect on the Company’s short-term or long-term liquidity. There were no events that will trigger direct or contingent financial obligation that is material to the Company, including any default or acceleration of an obligation. Funding of maturing obligations shall be sourced from internally generated cash flow or from borrowings under the available credit facilities. There were no material off-balance sheet transactions, arrangements, obligations, and other relationships of the company with unconsolidated entities or other persons during the reporting period. The general purposes of the capital expenditures are to explore and locate additional gold ore reserve of a better grade, conduct pilot test, secure all the Company’s assets, and keep the mineral rights in good standing. Expected sources of funds for capital expenditures are the advances from stockholder Progressive Development Corporation. The known trends, events or uncertainties that may have a material impact on sales are the price of gold in the world market, the dollar exchange rate, NGOs’ anti-mining position and changes in the Department of Environment and Natural Resources’ rules and regulations at midstream. The significant elements of income or loss from continuing operations are the ounces of gold produced and the cost to produce such gold. There are no items this period affecting assets, liabilities and equity, net income or cash flows that are unusual because of their nature, size, or incidents, except those stated in the Management’s Discussion and Analysis. There were no material changes in estimates of amounts reported in the current year or changes in estimates of amount reported in prior financial years. There were no changes in contingent liabilities or contingent assets since the last annual balance sheet date. No material contingencies and any other events or transactions exist that are material to an understanding of the current year. There were no issuances, repurchases, repayments of debt and equity securities during the period except for those which have been disclosed and those which occur within the ordinary course of business. There are no material events subsequent to the end of the period that have not been reflected in the financial statements for the year. There were no effects of changes in the composition of the Company during the period, including business combinations, acquisitions or disposal of subsidiaries and long term investments, restructurings, and discontinuing operations.

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Top Five Key Performance Indicators The top 5 key performance indicators of the Company are as follows:

Manner of Calculation As of March 2013

(Unaudited) As of December 2012

Audited

Current/ liquidity ratio

103.122 112.547

Current assets Current assets divided by current liabilities

196,826,877 197,887,964

Current liabilities

1,908,686 1,758,278

Solvency ratio

(5.962) (192.026)

Net income (loss) after tax less depreciation and impairment losses

The sum of net income/loss (after tax) depreciation and impairment losses divided by total liabilities

(11,379,968) (337,635,734)

Total liabilities

1,908,686 1,758,278

Debt-to-equity ratio

0.003 0.003

Total liabilities Total liabilities divided by total equity

1,908,686 1,758,278

Total equity

611,222,506 623,070,152

Asset-to-equity ratio

1.003 1.003

Total assets Total assets divided by total equity

613,131,192 624,828,430

Total equity

611,222,506 623,070,152

Interest rate coverage ratio

0.000 0.000

Income before interest and taxes Income before interest and taxes divided by interest expense

(11,847,646) (339,590,162)

Interest expense

0 0

Profitability ratio (ROE)

(0.019) (0.545)

Net income (loss) after tax Net income/loss after tax divided by total equity

(11,847,646) (339,853,005)

Total equity

611,222,506 623,070,152

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Financial Risk Management Objectives and Policies Financial Risk Management Objectives and Policies The main purpose of the Company’s principal financial instruments is to fund its operational and capital expenditures. The Company’s risk management is coordinated and in close operation with its Board of Directors (“BOD”), and focuses on actively securing the Company’s short to medium term cash flows by minimizing the exposure to financial markets.

The Company’s activities expose it to a variety of financial risks, as set forth below. The Company’s overall risk management program seeks to minimize potential adverse effects on the financial performance of the Company. The following are the Company’s policies for managing specific risks: Management of Financial Risk Governance Framework The Company has established a risk management function with clear terms of reference and with the responsibility for developing policies on market, credit, liquidity, and operational risk. It also supports the effective implementation of policies. The policies define the Company’s identification of risk and its interpretation, limit structure to ensure the appropriate quality and diversification of assets to the corporate goals and specify reporting requirements. Capital Management Framework The Company’s capital management objectives are to ensure the Company’s ability to continue as a going concern and to maintain healthy capital ratios in order to support its business. The Company monitors capital on the basis of the debt-to-equity ratio which is calculated as total debt divided by total equity. Total debt is equivalent to accounts payable and accrued expenses, other current liabilities and due to related parties. Total equity comprises all components of equity including capital stock and deficit. The Company’s risk management function has developed and implemented certain minimum stress and scenario tests for identifying the risks to which the Company are exposed, quantifying their impact on the volatility of economic capital. The results of these tests, particularly, the anticipated impact on the realistic balance sheet and revenue account, are reported to the Company’s risk management function. The risk management function then considers the aggregate impact of the overall capital requirement revealed by the stress testing to assess how much capital is needed to mitigate the risk of insolvency to a selected remote level. Regulatory Framework The operations of the Company are also subject to the regulatory requirements of the SEC. Such regulations not only prescribe approval and monitoring of activities but also impose certain restrictive provisions. Financial Risk The Company is also exposed to financial risk through its financial assets and financial liabilities. The most important components of the financial risks are credit risk, liquidity risk and market risk. Credit Risk Credit risk is the risk of financial loss if the other party to the financial instruments fails to meet its contractual obligations, and arises principally from the Company’s cash in banks and cash equivalents, trade receivables and refundable deposits. For risk management reporting purposes, the Company considers and consolidates all elements of credit risks exposure, such as but not limited to individual obligor default risk, country and sector risk.

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In monitoring receivables credit risk, receivables are grouped according to their credit characteristics, whether they are individual or legal entity, their geographical locations, industry, aging of accounts and maturity. The Company has no past due financial assets as of March 31, 2013. Liquidity Risk Liquidity Risk is the risk arising from potential inability to meet all payment obligations when they become due. The BOD and key officers of the Company safeguard the ability of the Company to meet all payment obligations when they become due. To limit risk, management arranges for diversified funding sources, manages assets with liquidity in mind, by forecasting projected cash flows, maintaining a balance between continuity of funding and flexibility in operations and monitors obligations regularly. The Treasurer is responsible for the management of liquidity risk. The Company's liquidity risk management framework is designed to identify, measure and manage the liquidity risk position. The Company's policies with regard to the risk are reviewed on a regular basis by the key officers and finally approved by the members of the Board. Market Risk Market risk is the risk on the changes in market prices of the mineral ore/gold prices, interest rates, foreign exchange rates, and credit spreads, which will affect the Company’s income or the value of its holdings of its inventory and financial instruments. The objective of market risk management is to manage and control risk exposure within acceptable parameters, while optimizing the return on the risk. The Company is not exposed to interest rate risk because it does not have any loans or promissory notes. The Group is subject to transaction and translation exposures resulting from currency exchange fluctuations. The Group regularly monitors outstanding financial assets and liabilities in foreign currencies and maintains them at a level responsive to the current exchange rates so as to minimize the risks related to these foreign currency denominated assets and liabilities. Capital Management The primary objective of the Company's capital management is to ensure its ability to continue as a going concern and to continue its operations. The Company's overall strategy remains unchanged. The Company is not subject to externally imposed capital requirement.

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PPAARRTT IIII -- OOTTHHEERR IINNFFOORRMMAATTIIOONN

There are no disclosures not reported under SEC Form 17-C.

SrcffATT'RES

PurBuent b the rgquirements of the Secudu€e R€guhtion Code, $e Comparry has dutyc€us€d this report b be sigrEd on itB behaff by tfio undersign€d thereunb duly au&orieod on May ti,2013.

ATffiAGWEDGECO.,II{c-

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March 31, 2013 March 31, 2012 December 31, 2012

Notes Unaudited Unaudited Audited %

CURRENT ASSETS

Cash and cash equivalents 4 188,295,112 326,283,246 191,077,964 -1.5% (2,782,853)

Receivables-net 5 674,120 2,845,079 417,541 61.4% 256,579

Receivables from related parties 5 1,758,209 2,109,636 -16.7% (351,427)

Inventories - - - 0.0% -

Input value added taxes and other current assets 7 6,099,437 5,373,958 4,282,823 42.4% 1,816,614

Total Current Assets 196,826,877 334,502,283 197,887,964 -0.5% (1,061,087)

NON-CURRENT ASSETS

Investment in associate 10 410,893,753 669,613,945 420,802,300 -2.4% (9,908,547)

Available-for-sale investment 999,950 999,950 999,950 0.0% -

Property and Equipment -net 9 3,146,632 6,111,125 3,614,310 -12.9% (467,678)

Mining exploration and project development cost - - - -

Deferred Tax Assets - 79,604 - 0.0% -

Other noncurrent assets 11 1,263,980 2,241,785 1,523,907 -17.1% (259,927)

Total Non-Current Assets 416,304,315 679,046,409 426,940,466 -2.5% (10,636,151)

TOTAL ASSETS 613,131,192 1,013,548,692 624,828,430 -1.9% (11,697,238)

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued expenses 13 869,762 2,217,999 647,549 34.3% 222,213

Payable to related parties 675,478 789,288 -14.4% (113,810)

Income Tax Payable 29,203 29,203 0.0% -

Other current liabilities 14 334,243 271,242 292,238 14.4% 42,005

Total Current Liabilities 1,908,686 2,489,241 1,758,278 8.6% 150,408

NON-CURRENT LIABILITIES

Due to related parties 0 - 0

Total Non-Current Liabilities 0 - - 0

Total Liabilities 1,908,686 2,489,241 1,758,278 8.6% 150,408

STOCKHOLDERS' EQUITY

Capital Stock - Paid-up 15 1,060,000,000 1,060,000,000 1,060,000,000 0.0% -

Retained Earnings (Deficit) 16 (400,654,516) (48,940,549) (388,806,870) -3.0% (11,847,646)

Other Comprehensive Income (48,122,978) (48,122,978) 0.0% -

Total Stockholders' Equity 611,222,506 1,011,059,451 623,070,152 -1.9% (11,847,646)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 613,131,192 1,013,548,692 624,828,430 -1.9% (11,697,238)

Mar. 2013 vs. Dec.

2012 Inc/(Dec)

ASSETS

ATOK-BIG WEDGE CO., INC. and SUBSIDIARIES ATOK-BIG WEDGE CO., INC. and SUBSIDIARY

CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF MARCH 31, 2013 AS OF JUNE 30, 2012

(With Comparative Figures As of March 31, 2012 & December 31, 2012) (With Comparative Figures As of December 31, 2011)

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March 31, 2013 March 31, 2012 December 31, 2012

Notes Unaudited Unaudited Audited

17 3,833,231 5,073,088 49,492,852

Interest Income 1,212,035 2,942,887 8,493,854

Service fee 310,660 1,389,380

Rent income 318,808 871,633

Reversal of accrued rent 1,056,632

Gain on disposal of Atok Gold

Share on the net results of operations of

an associate (9,908,547) (302,402,895)

Impairment Loss (38,379)

Interest Expense

Others 52,628 342,746 532,465

18 (8,014,416) 3,285,633 (290,097,310)

(11,847,646) (1,787,455) (339,590,162)

INCOME TAX (EXPENSE) BENEFIT - DEFERRED (183,239)

INCOME TAX (EXPENSE) BENEFIT - CURRENT (79,604)

DISCONTINUED OPERATIONS

Loss from Operations of Discontinued

Business

Gain on Disposal of Discontinued

Business

NET INCOME (LOSS) (11,847,646) (1,787,455) (339,853,005)

Gain from translating the financial

statements of Tidemark - (49,923,750)

- -

TOTAL COMPREHENSIVE INCOME (11,847,646) (1,787,455) (389,776,754)

BASIC AND DILUTED LOSS PER SHARE 19 (0.0047) (0.0017) (0.1335)

INCOME (LOSS)BEFORE INCOME TAX

FROM CONTINUING OPERATIONS

OTHER COMPREHENSIVE INCOME

ATOK-BIG WEDGE CO., INC. and SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED MARCH 31, 2013

With Comparative Figures for the Period Ended March 31, 2012 & CY ended December 31, 2012

GENERAL AND ADMINISTRATIVE EXPENSES

OTHER INCOME (EXPENSES)-Net

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For the Year Ended

March 31, 2013 March 31, 2012 December 31, 2012

Unaudited Unaudited Audited

CAPITAL STOCK - P1 par value

Authorized - 10,000,000,000 shares in 2010

and 60,000,000 shares in 2009 & 2008

Issued and outstanding

Balance at beginning of year 1,060,000,000 1,060,000,000 60,000,000

Issuance during the year 800,000,000

Subscribed - 1,685,000,000 shares in 2010 200,000,000

(net of subscription receivables of P1,485,000,000)

Balance, end 1,060,000,000 1,060,000,000 1,060,000,000

RETAINED EARNINGS

Retained Earnings, Beginning (388,806,868) (48,953,863) (48,953,863)

Net Income (Loss) for the Period (11,847,646) (1,787,455) (339,853,005)

Retained Earnings, End (400,654,514) (50,741,318) (388,806,868)

OTHER COMPREHENSIVE INCOME

Balance at the beginning of year (48,122,979) 1,800,772 1,800,772

Gain from translating the financial (49,923,750)

statements of Tidemark

Balance at the end of year (48,122,979) 1,800,772 (48,122,979)

Total Equity, End 611,222,506 1,011,059,454 623,070,154

ATOK-BIG WEDGE CO., INC. and SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the Three Months Ended

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For the Year Ended

March 31, 2013 March 31, 2012

December 31, 2012

Audited

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) for the period P (11,847,646) (1,787,455) (339,590,162)

Adjustments for:

Interest income (1,212,035) (2,942,887) (8,493,854)

Gain on disposal of Atok Gold -

Share in the net results of operation of an associate 302,402,895

Impairment loss 38,379

Depreciation and amortization 467,678 584,245 2,178,892

Reversal of accrued rent (1,056,632)

Loss sale of property and equipment 1,263

Interest expense -

Operating loss before working capital changes (12,592,004) (4,146,097) (44,519,219)

(Increase) Decrease in receivables 119,021 (1,681,535) (1,458)

(Increase) Decrease in prepaid and other current assets (1,816,614) (2,040,227) (953,838)

(Increase) Decrease in receivable from related parties 351,427 (1,799,833)

Increase (Decrease) in accounts payable & accrued expenses 222,213 (2,588,879) (1,678,761)

Increase (Decrease) in other liabilities 42,005 (10,501)

Increase (Decrease) in payable to related parties (113,810) (603,151)

Increase (Decrease) in noncurrent liabilities -

Net cash absorbed by operations (13,787,763) (10,456,738) (49,566,761)

Interest received 836,436 2,768,501 8,723,493

Income tax paid (154,036)

Net cash provided by (used from) operating activities (12,951,327) (7,688,237) (40,997,304)

CASH FLOWS FROM INVESTING ACTIVITIES

Investment in associate 9,908,547 (103,515,000)

Other non-current assets 259,927 (63,189) 654,689

Proceeds from disposal of: -

Atok Gold

Property and equipment 978,377

(Increase ) Decrease in noncurrent assets

Acquisition of property and equipment (13,244) (90,714)

Net cash provided by (used in) investing activities 10,168,474 (76,433) (101,972,648)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in Unearned Income

Subscription of capital stock

Issuance of capital stock

Increase (decrease) in due to related parties 0

Net cash provided by ( used from) financing activities 0 - -

NET INCREASE(DECREASE) IN CASH (2,782,853) (7,764,670) (142,969,952)

CASH AND CASH EQUIVALENTS, BEGINNING 191,077,964 334,047,916 334,047,916

CASH AND CASH EQ UIVALENTS AT THE END O F THE PERIO D P 188,295,112 326,283,246 191,077,964

ATOK-BIG WEDGE CO., INC. and SUBSIDIARIES

CONSOLIDATED CASH FLOW STATEMENT

For Three Months Ended

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ATOK-BIG WEDGE CO., INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. CORPORATE INFORMATION

Atok-Big Wedge Co., Inc. (the Parent Company) was incorporated and registered with the Philippine Securities and Exchange Commission (SEC) on September 3, 1931. Its primary purpose is to engage in the business of exploration and development of mining, oil, gas and other natural resources. Its secondary purpose includes holding and transferring shares of stock and other securities of any corporation, among others. The Parent Company is 69.75% owned by Boerstar Corporation.

90.00% of the Parent Company’s shares are listed in the Philippine Stock Exchange.

The Parent Company’s registered address is 10th Floor, Alphaland Southgate Tower, 2258 Chino Roces Avenue corner EDSA, Makati City.

Business Operations In June 2011, the Parent Company entered into a Deed of Absolute Sale with Progressive Development Corporation (PDC) for the sale of its 99.99% interest in Atok Gold Mining Co., Inc. (Atok Gold).

In October 2011, the Parent Company acquired 100.00% interest in Tidemark Holdings Limited (Tidemark). Tidemark is a holding company registered in Hong Kong. It now owns 27.14% of Forum Energy plc (FEP). FEP’s shares are listed and traded at the London Stock Exchange’s Alternative Investment Market (see Note 5).

The Parent Company’s subsidiaries are as follows:

Percentage of Ownership

Company

Place of Incorporation

Nature of Business

2011

2010

2009

AB Stock TransfersCorporation(AB Stock Transfers)

Philippines Stock Transfer Agency

99.99 99.99 –

Tidemark Hong Kong Holdings 99.99 – –

Atok Gold Philippines Mining – 99.99 99.99

The Parent Company and subsidiaries are collectively referred herein as the “Group”.

2. SUMMARY OF CHANGES IN PFRS

Statement of Compliance and Basis of Preparation

The accompanying consolidated financial statements of the Group have been prepared on a historical cost basis. The financial statements are presented in Philippine peso (Philippine peso),

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which is the Group’s functional currency. All amounts are rounded to the nearest Philippine peso except when otherwise indicated. Moreover, the consolidated financial statements have been prepared in compliance with Philippine Financial Reporting Standards (PFRS) issued by the Financial Reporting Standards Council (FRSC) and adopted by the SEC. PFRS includes PFRS, Philippine Accounting Standards (PAS) and Philippine Interpretations from the International Financial Reporting Interpretations Committee (IFRIC).

.

Adoption of New and Revised PFRS The Group adopted new and revised PFRS effective January 1, 2012. These are summarized

below:

PFRS 7 Financial Instruments: Disclosures – Enhanced Derecognition and Transfer of Financial Assets Disclosure Requirements – The amended standard requires additional disclosure on financial assets that have been transferred but not derecognized and an entity’s continuing involvement in the derecognized assets. This disclosure is required to enable the user of the financial statements to evaluate the any remaining risks on the transferred assets.

.PAS 12 Income Taxes – Deferred Taxes: Recovery of Underlying Assets (Amended) – The amended clarifies that the deferred tax on investment property measured using the fair value model in PAS 40 should be determined considering that the carrying value of the investment property will be recovered through a sale transaction. Deferred tax on non-depreciable assets measured using the revaluation model in PAS 16 should also be measured by determining the recoverability of the non-depreciable assets in a sale transaction. - -

These new and revised PFRS have no significant impact on the amounts and disclosures in the consolidated financial statements of the Group. New and Revised PFRS Not Yet Adopted Relevant new and revised PFRS which are not yet effective for the year ended December 31, 2012 and have not been applied in preparing the consolidated financial statements are summarized below: Effective for annual periods beginning on or after July 1, 2012:

PAS 1, Financial Statement Presentation, Presentation of Items of Other Comprehensive Income – The amendment -changed the presentation of items in Other Comprehensive Income (OCI). Items that could be reclassified to profit or loss at a future point in time should be presented separately from items that cannot be reclassified.

-

Effective for annual periods beginning on or after January 1, 2013

PAS 19 Employee Benefits (Amended) – There were numerous changes ranging from the fundamental such as removing the corridor mechanism in the recognition of actuarial gains or losses and the concept of expected returns on plan assets to simple clarifications and rewording.

.

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PAS 27, Separate Financial Statements (as revised in 2011) – - As a consequence of the new PFRS 10 and PFRS 12, PAS 27 is now limited to accounting for subsidiaries, jointly controlled entities, and associates in separate financial statements.

PAS 28, Investments in Associates and Joint Ventures (as revised in 2011) – - This standard prescribes the application of the equity method to investments in joint ventures andassociates.

PFRS 7, Financial InstrumentsDisclosures – -Offsetting Financial Assets and Financial Liabilities (Amendments) – The amendment requires entities to disclose information that will enable users to evaluate the effect or potential effect of netting arrangements on an entity’s financial position. The new disclosure is required for all recognized financial instruments that are subject to an enforceable master netting arrangement or similar arrangement.

-

PFRS 10Consolidated Financial Statements – The standard -replaces the portion of PAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements and SIC-12 Consolidation – Special Purpose Entities. It establishes a single control model that applies to all entities including special purpose entities. Management will have to exercise significant judgment to determine which entities are controlled, and are required to be consolidated by a parent company.

-

PFRS 12, Disclosures of Interests with Other Entities – - The standard includes all of the disclosures that were previously in PAS 27 related to consolidated financial statements, as well as all of the disclosure requirements that were previously included in PAS 31 and PAS 28. These disclosures relate to an entity’s interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required.

Amendments to PFRS 10, PFRS 11 and PFRS 12 : Transition Guidance – The amendments provide additional transition relief in PFRS 10 Consolidated Financial Statements, PFRS 11 Joint Arrangements and PFRS 12 Disclosure of Interests in Other Entities, limiting the requirement to provide adjusted comparative information to only the preceding comparative period. Furthermore, for disclosures related to unconsolidated structured entities, the amendments will remove the requirement to present comparative information for periods before PFRS 12 is first applied.

PFRS 13, Fair Value Measurement – The standard - establishes a single source of guidance under PFRS for all fair value measurements. It does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under PFRS when fair value is required or permitted. -.

IFRIC 20, Stripping Costs in the Production Phase of a Surface Mine – - This interpretation applies to waste removal costs that are incurred in surface mining activity during the production phase of the mine (“production stripping costs”) and provides guidance on the recognition of production stripping costs as an asset and measurement of the stripping activity asset.

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Improvements to PFRS

The omnibus amendments to PFRS issued in May 2012, which are effective for annual periods beginning on or after January 1, 2013, were issued primarily to clarify accounting and disclosure requirements to assure consistency in the application of the following standards:

- PFRS 1 First-time Adoption of International Financial Reporting Standards - PAS 1 Presentation of Financial Statements - PAS 16 Property Plant & Equipment - PAS 32 Financial Instrument : Presentation - PAS 34 Interim Financial Reporting

Effective for annual periods beginning on or after January 1, 2014:

Amendments to PFRS 10, PFRS 12 and PAS 27: Investment Entities – The amendments provide an exception from the requirements of consolidation to investment entities and instead require these entities to present their investments in subsidiaries as a net investment that is measured at fair value. Investment entity refers to an entity whose business purpose is to invest funds solely for returns from capital appreciation, investment income or both.

Amendments to PAS 32: Offsetting Financial Assets and Financial Liabilities – The amendments address inconsistencies in current practice when applying the offsetting criteria in PAS 32 Financial Instruments: Presentation. The amendments clarify (a) the meaning of ‘currently has a legally enforceable right of set-off’; and (b) that some gross settlement systems may be considered equivalent to net settlement.

Effective for annual periods beginning on or after January 1, 2015:

PFRS 9 Financial Instruments: Classification and Measurement – This standard is the first phase in replacing PAS 39 and applies to classification and measurement of financial assets as defined in PAS 39. Under prevailing circumstances, the adoption of the foregoing new and revised PFRS, is not expected to have any material effect on the consolidated financial statements. Summary of Significant Accounting Policies The accounting policies set out below have been applied consistently by the Group to all years presented in the consolidated financial statements. Basis of Consolidation Subsidiaries – Subsidiaries are entities controlled by the Parent Company. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable. Subsidiaries are consolidated from the date control is transferred to the Parent Company and cease to be consolidated from the date control is transferred out of the Parent Company.

The consolidated financial statements include the accounts of the Parent Company and its subsidiaries. In assessing control, the existence and effect of potential voting rights that are currently exercisable or convertible are considered. Subsidiaries are consolidated from the date of acquisition or incorporation, being the date on which the Group obtains control, and continue to be consolidated until the date such control ceases.

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Transactions Eliminated on Consolidation – All intragroup balances, transactions, income and expenses and unrealized gains and losses are eliminated in full

Accounting Policies of Subsidiaries – The financial statements of subsidiaries are prepared for the same reporting year and using uniform accounting policies as that of the Parent Company.

Functional and Presentation Currency – The consolidated financial statements are presented in Peso, which is the Parent Company’s functional and presentation currency. Each entity in the Group determines its own functional currency, which is the currency that best reflects the economic substance of the underlying transactions, events and conditions relevant to that entity, and items included in the financial statements of each entity are measured using that functional currency. When there is a change in those underlying transactions, events and conditions, the entity accounts for such change in accordance with the Group’s policy on change in functional currency. At the reporting date the assets and liabilities of Tidemark, a subsidiary whose functional currency is in US Dollar are translated into the presentation currency of the Parent Company using the foreign exchange closing rate at the reporting date, components of equity using historical exchange rate and, their statements of comprehensive income are translated at the foreign exchange weighted average daily exchange rates for the year. The exchange differences arising from translation are taken directly to a separate component of equity under the “Other Comprehensive Income” account. Upon disposal of the foreign entity, the cumulative translation adjustment shall be recognized in the consolidated statements of comprehensive income. Business Combination and Goodwill Business combinations are accounted for using the –acquisition method. -The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interest in the acquire. For each business combination, the Group elects whether to measure the non-controlling interest in the acquire at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss. Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is financial instrument and within the scope of IAS 39 Financial Instruments: Recognition and Measurement, is measured at fair value with changes in fair value recognized either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is accounted for within equity. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the gain is recognized in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to

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benefit from the combination, irrespective of whether other assets or liabilities of the acquire are assigned to those units. Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained. Financial Instruments Date of Recognition. The Group recognizes a financial asset or a financial liability in the consolidated statements of financial position when it becomes a party to the contractual provisions of the instrument. Regular way purchases or sales of financial assets, that require delivery within the timeframe established by regulation and convention in the market place are recognized on settlement date. Initial Recognition. Financial instruments are recognized initially at fair value of the consideration given (in case of an asset) or received (in case of a liability). The initial measurement of financial instruments, except for those designated at fair value through profit and loss (FVPL), includes transaction costs. Financial assets within the scope of PAS 39, are classified as either financial assets at fair value through profit or loss (FVPL), held to maturity (HTM) investments, loans and receivables, and available for sale (AFS) financial assets, as appropriate. Financial liabilities are classified as FVPL or as other financial liabilities. As at December 31, 2012 and 2011, the Group does not have financial assets and liabilities at FVPL and HTM investments. There were no reclassifications within the categories of financial assets and financial liabilities in 2012 and 2011. AFS Financial Assets. AFS financial assets are non-derivative financial assets that are designated as AFS or are not classified in any of the three other categories. The Group designates financial instruments as AFS if they are purchased and held indefinitely and may be sold in response to liquidity requirements or changes in market conditions. After initial recognition, AFS financial assets are measured at -fair value. Changes in fair value, other than impairment losses and foreign currency differences on AFS financial asset (which are recognized in profit or loss), are recognized as other comprehensive income and accumulated balance is lodged under “Reserve for fair value changes on AFS investments” within equity. The losses arising from the impairment of such investments are recognized in profit or loss. When the investment is disposed of, the cumulative gain or loss previously recognized in other comprehensive income is transferred to profit or loss. When the fair value of AFS investments cannot be measured reliably because of lack of reliable estimates of unobserved inputs such as in the case of unquoted equity instruments, these securities are allowed to be carried at cost less allowance for impairment, if any. This category includes AFS financial assets classified as investment in unlisted securities of the Group. Loans and Receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments and maturities that are not quoted in an active market.

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Subsequent to initial measurement, loans and receivables are carried at cost or amortized cost using the effective interest method, less any impairment in value. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees that are integral part of the effective interest rate. Gains or losses are recognized i-in profit or loss when loans and receivables are derecognized or impaired, as well as through the amortization process. Included in this category are cash in banks, cash equivalents, receivables, -receivables from related parties and refundable deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less and are subject to an insignificant risk of change in value. Other Financial Liabilities. This category pertains to financial liabilities that are not designated or classified as at FVPL. After initial measurement, other financial liabilities are carried at amortized cost using the effective interest method. Amortized cost is calculated by taking into account any premium or discount and any directly attributable transaction costs that are considered an integral part of the effective interest rate of the liability. Included in this category are the accounts payable and accrued expenses- (excluding statutory liabilities), payable to related parties and other current liabilities. Impairment of Financial Assets A financial assets or a group of financial assets is deemed to be impaired if there is objective evidence of impairment as a result of one or more events that has occurred since the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtors or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganization and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. Financial assets carried at amortised cost. For financial assets carried at amortised cost, the Group first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, or collectively for financial assets that are not individually significant. If the Group determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment. Assets that are individually assessed for impairment and for which an impairment loss is, or continues to be, recognized are not included in a collective assessment of impairment. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred). The present value of the estimated future cash flows is discounted at the financial assets’ original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the loss is recognized in profit or loss. Interest income continues to be accrued on the reduced carrying amount and is accrued using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Loans together with the associated allowance are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Group. If, in a subsequent year, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the

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allowance account. If a write-off is later recovered, reversal of an impairment loss is recognized in profit or loss. Available for sale financial investments. For available-for-sale financial investments, the Group assess at each reporting date whether there is objective evidence that an investment or a group of investments is impaired. In the case of equity investments classified as available-for-sale, objective evidence would include a significant or prolonged decline in the fair value of the investment below its cost. ‘Significant’ is evaluated against the original cost of the investment and ‘prolonged’ against the period in which the fair value has been below its original cost. When there is evidence of impairment, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that investment previously recognized in profit or loss and is removed from other comprehensive income and recognized in profit or loss. Impairment losses on equity investments are not reversed through profit or loss; increases in their fair value after impairment are recognized directly in other comprehensive income. Derecognition of Financial Assets and Liabilities Financial Assets. A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when:

the right to receive cash flows from the asset has expired;

the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass-through’ arrangement; or

the Group has transferred its right to receive cash flows from the asset and either: (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its right to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to pay. Financial Liabilities. A financial liability is derecognized when the obligation is discharged or cancelled or has expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss. Offsetting Financial Instruments Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statements of financial position if, and only if, there is currently enforceable legal right to offset the recognized amounts and there is no intention to settle on a net basis, or to realize the asset and settle the liability simultaneously. This is not generally the case with master netting agreements, and the related assets and liabilities are presented gross in the consolidated statements of financial position. Other Current Assets

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Other current assets are expenses paid in advance and recorded as asset before they are utilized. This account includes the following: Input Tax. Input tax is recognized when an entity in the Group purchases goods or services from a Value Added Tax (VAT) – registered supplier or vendor. This account is offset, on a per entity basis, against any output tax previously recognized. Creditable Withholding Tax. Creditable withholding tax is deducted from income tax payable on the same year the revenue was recognized. Creditable withholding taxes in excess of income tax payable are carried forward to the succeeding year. Prepaid Expenses. Prepaid expenses are apportioned over the period covered by the payment and charged to the appropriate account in profit or loss when incurred. Prepayments that are expected to be realized for no more than 12 months after the reporting period are classified as current assets. Otherwise, these are classified as noncurrent assets. Investment in an Associate Investment in associate in which the Group exercises significant influence and which is neither a subsidiary nor a joint venture of the Group is accounted for under equity method of accounting. Under the equity method, the cost of investment in an associate is carried in the consolidated statements of financial position at cost plus post acquisition changes in the Group’s share of net assets of the associate. Goodwill relating to an associate is included in the carrying amount of the investment and is not amortized or separately tested for impairment. The consolidated statements of comprehensive income reflect the share of the result of operations of the associate. Where there has been a change recognized directly in the equity of the associate, the Group recognizes its share of any changes and disclosed this, when applicable, in the consolidated statements of changes in equity. The reporting dates of the associate and the Parent Company are identical and the associate’s accounting policies conform to those used by the Group for like transactions and events in similar circumstances.

- Property and Equipment Property and equipment are carried at cost, less accumulated depreciation, amortization and impairment losses, if any. Initially, an item of property and equipment is measured at its cost, which comprises its purchase price and any directly attributable costs of bringing the asset to its working condition. Subsequent expenditures are added to the carrying amount of the asset when it is probable that future economic benefits, in excess of the originally assessed standard of performance, will flow to the Group. The costs of day-to-day servicing of an asset are recognized in profit or loss in the period in which they are incurred. Depreciation is computed on a straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the estimated useful life of the improvements or the term of the lease whichever is shorter. Estimated useful lives are as follows::

Furniture and fixtures 4 years Office equipment 3 years

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Transportation equipment 5 years Exploration equipment 3 year Leasehold improvements shorter of 5 years or lease term

The useful lives and depreciation and amortization method are reviewed at each reporting date to ensure that they are consistent with the expected pattern of economic benefits from items of property and equipment.

Fully depreciated assets are retained in the accounts until they are no longer in use and no further charge for depreciation is made in respect of those assets. When an asset is disposed of, or is permanently withdrawn from use and no future economic benefits are expected from its disposal, the cost and accumulated depreciation and amortization and impairment are removed from the accounts and any resulting gain or loss arising from the retirement or disposal is recognized in profit or loss. Deferred Mining Exploration Costs Expenditures for mine exploration work prior to and subsequent to drilling are deferred as incurred. These shall be written-off if the results of the exploration work are determined to be not commercially viable. If the results are commercially viable, the deferred expenditures and the subsequent development cost shall be capitalized and amortized from the start of commercial operations. Impairment of Nonfinancial Assets Nonfinancial assets consisting of property and equipment, investment in associate, deferred mining exploration costs and other noncurrent assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any such indication exists and where the carrying amount of an asset exceeds its recoverable amount, the asset or cash-generating unit is written down to its recoverable amount. The estimated recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss. An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over remaining useful life. Related Party Transactions Related party relationships exist when one party has the ability to control, directly or indirectly through one or more intermediaries, the other party or exercise significant influence over the other party in making financial and operating decisions. Such relationships also exist between and/ or among entities which are under common control with the reporting enterprise, or between and/ or among the reporting enterprises and their key management personnel, directors, or its stockholders. Related parties may be individuals or corporate entities. Revenue Recognition

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Revenue is recognized to the extent that the economic benefits will flow to the Group and the amount of the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts and rebates. The following specific recognition criteria must also be met before revenue is recognized. Service Income. Service income is recognized when the related service has been rendered. Interest Income. Interest income is recognized as the interest accrues taking into account the effective yield of the asset. Cost and Expense Recognition Costs and expenses are recognized when incurred and are reported in the consolidated statements of comprehensive income in the periods to which they relate. Leases The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date, whether the fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset. A reassessment is made after inception of the lease only if one of the following applies: a. there is a change in contractual terms, other than a renewal or extension of the arrangement;

b. a renewal option is exercised or extension granted, unless the term of the renewal or extension

was initially included in the lease term;

c. there is a change in the determination of whether fulfillment is dependent on a specified asset;

or

d. there is a substantial change to the asset.

Where reassessment is made, lease accounting shall commence or cease from the date when the change in circumstances gave rise to the reassessment for scenarios (a), (c) or (d) and at the date of renewal or extension period for scenario (b). Group as a Lessee. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Operating lease payments are recognized in profit or loss on a straight-line basis over the lease term. Group as a Lessor. Leases where the Group retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognized over the lease term on the same basis as rental income. Contingent rents are recognized as revenue in the period in which they are earned. Foreign Currency Transactions. Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in profit or loss with the exception of monetary items that are designated as part of the hedge of the Group’s net investment of a foreign operation. These are recognized in other comprehensive income until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the

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initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Gain or loss arising on transaction of non-monetary items measured at fair value is treated in line with the recognition of gain or loss on change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in other comprehensive income or profit or loss are also recognized in other comprehensive income or profit or loss, respectively). Income Taxes Income tax for the year comprises current and deferred tax. Income tax is recognized in the Group’s profit or loss except to the extent that it relates to items recognized directly in equity. Current income tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Deferred tax is provided, on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, and carry forward benefits of the excess of minimum corporate income tax (MCIT) over the regular corporate income tax and net operating loss carryover (NOLCO), to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences, excess MCIT and NOLCO can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient future taxable profit will be available to allow all or part of the deferred tax assets to be utilized. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) in effect at the reporting date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to offset current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same tax authorities. Capital Stock Common stock is measured at par value for all shares issued. Proceeds and/or fair value of considerations received in excess of par value, if any, are recognized as additional paid-in capital. Incremental costs incurred that are directly attributable to the issuance of new shares are recognized in equity as deduction from proceeds, net of tax. Unpaid subscriptions are recognized as a reduction of subscribed common shares. Retained Earnings/Deficit Retained earnings/deficit represents the accumulated net income or losses, net of any dividend declaration. Basic and Diluted Earnings/Loss Per Share Basic EPS is computed by dividing the net income or loss for the period attributable to equity holders of the Company by the weighted average number of issued and outstanding and subscribed common shares during the period, with retroactive adjustment for any stock dividends declared. Diluted EPS is computed in the same manner, adjusted for the effects of convertible securities. Provisions and Contingencies

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Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as an interest expense. Contingent liabilities are not recognized in the consolidated financial statements but are disclosed in the notes to consolidated financial statements unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the consolidated financial statements but are disclosed in the notes to consolidated financial statements when an inflow of economic benefits is probable. Events After the Reporting Date Post year-end events that provide additional information about the Group’s position at the reporting date (adjusting event) is reflected in the consolidated financial statements. Any event after the reporting date that is not an adjusting event is disclosed in the notes to consolidated financial statements when material. Segment Reporting An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. As of December 31, 2012 and 2011, the Group’s operating segments consist of its mining, exploration and development and stock transfer agency activities.

3. MANAGEMENT’S SIGNIFICANT ACCOUNTING JUDGMENTS,ESTIMATES AND ASSUMPTIONS

The preparation of consolidated financial statements in accordance with PFRS requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. Judgments are made by management on the development, selection and disclosure of the Group’s critical accounting policies and estimates and the application of these policies and estimates. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amount recognized in the consolidated financial statements are as follows:

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JudgmentsFunctional Currency. Management uses judgment in assessing the functional currency of the Parent Company and its subsidiaries. Each entity in the Group determines its own functional currency, which is the currency that best reflects the economic substance of the underlying events and circumstances relevant to that entity. Legal Contingencies. The estimate of the probable costs for the resolution of possible claims have been developed in consultation with outside counsel handling the Group’s defense in these matters and is based upon an analysis of potential results. There are no on-going litigations filed against the parent Company and its subsidiaries that would have a material adverse impact on the Group’s financial condition and results of operations. Operating Lease Commitments Group as Lessee. The Group has entered into commercial property leases related to its office spaces. Based on contractual provisions, the Group has determined that the significant risks and benefits of ownership of the asset are retained by the lessor. Accordingly, the leases are accounted as operating leases. Group as Lessor. The Group has entered into sublease agreement on its commercial property leases. The Group has determined that it retains all the significant risks and benefits of ownership of these properties. Accordingly, these leases are accounted for as operating leases. Estimates and Assumptions Useful Lives of Property and Equipment. The Group estimates the useful lives of its property and equipment based on the period over which the assets are expected to be available for use. The estimated useful lives of property and equipment are reviewed periodically and are updated if expectations differ from previous estimates due to physical wear and tear, technical or commercial obsolescence and legal or other limits on the use of the property and equipment. In addition, estimation of the useful lives of property and equipment is based on collective assessment of internal technical evaluation and experience with similar assets. It is possible, however, that future results of operations could be materially affected by changes in estimates brought about by changes in factors mentioned above. The amount and timing of recorded depreciation expense for any period would be affected by changes in these factors and circumstances. As at December 31, 2012 and 2011 the carrying value of property and equipment amounted to Php3.6 million and Php6.7 million, respectively. Impairment of Nonfinancial Assets. The Group assesses the impairment of its investment in an associate, property and equipment and deferred mining exploration cost whenever events or changes in circumstances indicate that the carrying amount of the assets or group of assets may not be recoverable. Factors that the Group considered in deciding when to perform impairment review of investment in an associate and properties and equipment include the following among others:

A significant decline in market value of asset is more than would be expected from the passage of time or normal use.

A significant adverse change in how the asset is being used or in its physical condition.

A significant change in the technological, legal or economic environment in which the business operates.

A current-period loss combined with a history of losses or a projection of continuing losses associated with the asset.

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A realization that the asset will be disposed of significantly before the end of its estimated useful life.

Factors that the Group considered in deciding when to perform impairment review of deferred mining exploration cost includes the following among others:

The period for which the Group has the right to explore the specific areas has expired or will expire in the near future, and is not expected to be renewed.

Substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned.

Exploration for the evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the entity has decided to discontinue such activities in the specific area.

Sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of explored mineral resource is unlikely to be recovered in full from successful development or by sale.

Significant under-performance of a business or product line in relation to expectations.

Significant negative industry or economic trends.

Significant changes or planned changes in the use of the assets.

As at December 31, 2012, management assessed that there are no impairment indicators relating to the Group’s property and equipment. As at December 31, 2012, the fair value of the Group’s investment in FEP exceeds its carrying value. The Group recognized impairment loss on deferred mining exploration cost amounting to nil in 2012 and Php2.6 million in 2011. The carrying values of investment in an associate and property and equipment are disclosed in Notes 9 and 10 to consolidated financial statements. Realizability of Deferred Tax Assets. The Group reviews the carrying amounts of deferred tax assets at each reporting date and reduces the amounts to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilized. The Group reviews its projected performance in assessing the sufficiency of future taxable income. The Group has unrecognized deferred tax assets as at December 31, 2012 and 2011 amounting to Php33.4 million and Php28.0 million, respectively.

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4. CASH

As of 3/31/2013 As of 12/31/2012

Petty cash fund 10,000 20,000

Cash in Bank 4,187,695 3,351,809

Money Market Placement 184,097,417 187,706,154

TOTAL CASH 188,295,112 191,077,964

A reasonable amount of Petty Cash Fund is maintained to cover small payments not covered by checks, such as transportation, small amount of office supplies, and other payments as defined by management and not exceeding P2,000 per single payment. Cash in bank represents savings/current account in two (2) reputable local banks. Savings account deposits earn interest at the respective bank deposit rates and current account deposits do not earn interest. The Company reconciles the books and bank balances regularly as part of its cash monitoring and internal control measures. Money market placement represents short-term placement in only one (1) reputable local bank. It earns interest at the respective bank rate. The Company reconciles the books and bank balances regularly as part of its cash monitoring and internal control measures.

5. RECEIVABLES This account consists of:

RECEIVABLES

As of 3/31/2013 As of 12/31/2012

Accounts Receivable 76,339 165,432

Advances to officers & employees 255,617 246,617

Interest Receivable 375,599 67,560

Others 8,115 13,115

715,670 492,723

Less: Allowance for impairment losses (41,550) (75,183)

674,120 417,541

Trade receivables are non-interest bearing and generally on a 30-day term.

Advances to officers and employees comprise of advances made by the company to the employees on travel to perform business operations.

Interest receivables are recognized interest payment from money market placements.

No receivables have been pledged as a security for liabilities.

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ATOK-BIG WEDGE CO., INC AND SUBSIDIARIES

Aging of Accounts Receivable

As of March 31, 2013

5 years - Past due accounts

Total Current 30 days 60 days 90 days above & Items in Litigation

Accounts Receivable-Trade 76,339 76,339

Advances to officers & employees 255,617 255,617

Due to related party 1,758,209 1,758,209

Interest receivables 375,599 375,599

Others 8,115 8,115 -

Sub total 2,473,879 2,473,879 - - - - -

Less: Allow. For Impairment (41,550) (41,550) - - - - -

Net Receivable 2,432,329 2,432,329 - - - - -

6. INVENTORIES This account consists of:

INVENTORIES

As of 3/31/2013 As of 12/31/2012

Mine products - -

Materials and supplies inventory - -

- - No inventories have been pledged as a security for liabilities.

7. PREPAID EXPENSES AND OTHER CURRENT ASSETS This account consists of:

PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of 3/31/2013 As of 12/31/2012

Prepaid Expenses 1,455,220 13,400

Other short term placements 286,566 288,344

Accrued Rent Income - -

Input value-added tax-net 4,257,613 3,922,291

Creditable withholding taxes 100,038 58,788

6,099,437 4,282,823

Prepaid Expenses refer to the insurance on transportation equipment on vehicle policy amortized over the period of coverage on the policy and various membership dues and unexpired portion of the annual listing fee paid to Philippine Stock Exchange. Input tax is recognized by the company and to be deducted once the company is subjected to VAT output tax. Creditable withholding taxes are amounts withheld by customers and to be credited to the income tax of the company.

8. MINING EXPLORATION AND PROJECT DEVELOPMENT COSTS

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MINING EXPLORATION AND PROJECT DEVELOPMENT COSTS

Beginning Jan. 31, 2012

Increase/

(Decrease)

Ending

March 31, 2013

Mine capital development, exploration and

mining claims

- - -

- - -

Expenditure on exploration and evaluation is accounted for in accordance with the “area of interest” method. Exploration and evaluation expenditure is capitalized, provided the right to tenure of the area of interest is current and either: (a) the exploration and evaluation activities are expected to be recouped through exploration and evaluation activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserve, and active and significant operations in, or relating to the area of interest are continuing. When the technical feasibility and commercial viability of extracting a mineral resource have been demonstrated, then, any fulfillment exploration and evaluation expenditure is reclassified as fulfillment mine development which is stated at cost less accumulated depletion. Depletion is computed based on the volume of ore extracted and treated at the plant over the estimated volume of ore reserves. The decrease in mine capital development was due to deconsolidation of balances of sold subsidiary, Atok Gold Mining. Deferred Mining Exploration Costs Expenditures for mine exploration work prior to and subsequent to drilling are deferred as incurred. These shall be written-off if the results of the exploration work are determined to be not commercially viable. If the results are commercially viable, the deferred expenditures and the subsequent development costs shall be capitalized and amortized from the start of commercial operations.

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9. PROPERTY AND EQUIPMENT PROPERTY AND EQUIPMENTS

Land

Building and

Structure Office Equipment

Leasehold

Improvements

Furniture and

Fixtures

Transportation

Equipment

Exploration

Equipment Software Total

Cost

January 1, 2009 156,398 219,646 594,798 - - - 1,781,718 - 2,752,560

Additions - - 166,407 - - - - - 166,407

December 31, 2009 156,398 219,646 761,205 - - - 1,781,718 - 2,918,967

Additions - - 162,273 4,370,496 2,773,830 1,333,795 74,859 22,857 8,738,110

December 31, 2010 156,398 219,646 923,478 4,370,496 2,773,830 1,333,795 1,856,577 22,857 11,657,077

Additions, YR2011 (26,456) 17,857 371,433 - 65,513 428,347

Discontinued Operations (156,398) (219,646) 370,811 (1,572,632) 1,612,110 (1,781,718) (1,747,472)

Acquisition/disposal, YR2012 (107,295) (305,838) (1,280,357) (38,393) (1,731,882)

March 31, 2013 - - 1,160,539 4,388,353 1,266,793 1,665,548 101,979 22,857 8,606,069

Accumulated Depreciation and Amortization

January 1, 2009 - 103,427 259,463 - - - 195,322 - 558,212

Depreciation and amortization during the year

- 25,901 46,847 - - - 11,375 - 84,123

December 31, 2009 - 129,328 306,310 - - - 206,697 - 642,335

Depreciation and amortization during the year

25,902 46,847 734,205 673,948 176,949 22,423 4,444 1,684,718

December 31, 2010 - 155,230 353,157 734,205 673,948 176,949 229,120 4,444 2,327,053

Depreciation and amortization during the year

6,476 372,820 875,885 372,887 400,038 40,536 7,619 2,076,262

Discontinued Operations (161,706) (58,397) (306,471) (220,916) (747,490)

December 31, 2011 - - 667,580 1,610,090 740,364 576,987 48,740 12,063 3,655,825

Depreciation and amortization during the year

338,284 877,671 183,328 (93,676) 22,708 7,619 1,335,934

December 31, 2012 1,005,865 2,487,761 923,692 483,311 71,448 19,683 4,991,759

Depreciation and amortization during the year 68,163 219,418 86,417 83,277 8,498 1,905 467,678 March 31, 2013 - 1,074,027 2,707,178 1,010,109 566,588 79,947 21,587 5,459,437

March 31, 2013 - - 86,511 1,681,175 256,684 1,098,960 22,032 1,270 3,146,632

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10. INVESTMENT IN ASSOCIATE As of March 31, 2013, investment in an associate pertains to Tidemark’s 27.14% investment in the shares of FEP which is accounted for using equity method. Details are as follows:

INVESTMENT IN ASSOCIATE

As of 3/31/2013 As of 12/31/2012

Tidemark

Investment in Forum Energy PLC 657,600,000 657,600,000

Equity Share in FEP for 2011 4,168,305 4,168,305

Equity Share in FEP for 2012 (302,402,895) (302,402,895)

Equity Share in FEP for 2013 (9,908,547)

Elimination of Tidemarks 7,845,640 7,845,640

Translation Loss (49,923,750) (49,923,750)

Tidemarks Purchase Price - Php663,813,700

Tidemarks Total Assets - (Php655,968,060)

($15,003,844@43.72)

Additional shares (1,000,000 shares @ GBP1.50 @

P69.01) 103,515,000 410,893,753 103,515,000 420,802,300

410,893,753 420,802,300

11. OTHER NONCURRENT ASSETS

This account includes rental deposits, security deposits and construction bond. Rental deposits are deposits required by the lessor. Security deposit shall be refunded within sixty (60) calendar days from termination or expiration of the lease term. Construction bond shall be released upon full compliance with the guidelines and administration requirements. Noncurrent assets amounts to Php1,263,980 as of March 31, 2013 compared to Php1,523,907 as of December 31, 2012.

12. DEFERRED TAX ASSETS Deferred tax assets arising from timing differences should be recognized when there was a reasonable expectation of realization. Deferred tax assets arising from tax losses should be recognized as an asset only where there was assurance beyond any reasonable doubt that future taxable income would be sufficient to allow the benefit of the loss to be realized.

13. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

This account consists of:

As of 03/31/2013 As of 12/31/2012

Trade Payables 597,039 304,589

Accrued utilities and other office expenses 272,723 342,959

869,762 647,549

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Trade payables represent the unpaid portion of the company's purchases of goods from its suppliers. They do not earn interest and expected to be settled within a short period of time.

Accrued expenses include 13th month pay, sick and vacation leave of employees. These accounts are expected to be settled within 12 months from the balance sheet date.

14. OTHER CURRENT LIABILITIES Other current liabilities comprise of government dues to be remitted on the next month of the closing period such as withholding tax compensation & expanded, SSS, Philhealth & Pag-ibig. RELATED PARTY TRANSACTIONS

Related party relationships exist when one party has the ability to control, directly or indirectly through one or more intermediaries, the other party or exercise significant influence over the other party in making financial and operating decisions. Such relationships also exist between and/ or among entities which are under common control with the reporting enterprise, or between and/ or among the reporting enterprises and their key management personnel, directors, or its stockholders. Related parties may be individuals or corporate entities.

The following summarizes the Group’s transactions with related parties for the period ended March 31, 2013 and December 31, 2012 and the related outstanding balances as at March 31, 2013 and December 31, 2012:

Nature of Transaction As of 03/31/2013 as of 12/31/2012 As of 03/31/2013 as of 12/31/2012

Entities with common directors:

Allocated expenses 1,902,310 6,359,963 (635,033) (607,198)

Lease of office space 515,464 3,241,409 67,506 (75,138)

Working capital advances 503,117 1,047,553 1,439,401 1,238,003

Sub-lease of office space 318,808 871,633 318,808 871,633

Advances - 8,818 (106,952) (106,952)

Transaction Amount Receivable(Payable)

Compensation of Directors and Officers No payment of compensation and per diem to the directors and officers as of this period.

15. SHARES CAPITAL

This account consists of:

SHARES CAPITAL

As of 3/31/2013 As of 3/31/2012 As of 12/31/2012

Shares Capital 1,060,000,000 1,060,000,000 1,060,000,000

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16. CUMULATIVE RETAINED EARNINGS

This account consists of:

CUMULATIVE RETAINED EARNINGS

As of 3/31/2013 As of 3/31/2012 As of 12/31/2012

Retained/Cumulative Earnings, Beg. (388,806,870) (47,153,093) (48,953,869)

Share in the net results of operations of an associate

Add/(Deduct) Net profit/loss (11,847,646) (1,787,455) (339,853,001)

(400,654,516) (48,940,548) (388,806,870)

Retained/cumulative earnings include all current and prior period results as disclosed in the statement of income.

17. GENERAL & ADMINISTRATIVE EXPENSES This account consists of:

GENERAL & ADMINISTRATIVE EXPENSES

As of 3/31/2013 As of 12/31/2012

Salaries and Wages/Separation Pay 130,000 1,887,391

Rent 515,464 3,454,184

Allocated expenses 1,902,310 6,359,963

Depreciation and Amortization 467,678 2,178,892

Listing fee 474,597 2,000,000

Professional fees - 1,863,938

Utilities 232,534 1,136,682

Others 68,950 1,589,315

Supplies, postage and stamps 33,659 793,558

Representation 1,142 641,564

Taxes and Licenses 6,897 223,093

Mining exploration cost - 59,770

Transaction costs - 27,304,502

Provision for legal losses

3,833,231 49,492,852

18. OTHER INCOME/EXPENSES The account consists of:

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As of 3/31/2013 As of 12/31/2012

Interest Income 1,212,035 8,493,854

Share in the net results of operations of

an associate (9,908,547) (302,402,895)

Service fee 310,660 1,389,380

Reversal of accrued rent - 1,056,632

Rent income 318,808 871,633

Impairment loss - (38,379)

Gain on disposal of Atok Gold - -

Others 52,628 532,465

(8,014,416) (290,097,310) Interest income is income earned from the Company’s savings and money market placements in bank. Others are income generated from services rendered by AB Stock Transfers Corporation to their clients.

19. NET LOSS PER SHARE

Basic and diluted loss per share is computed as follows:

NET LOSS PER SHARE

As of 3/31/2013 As of 12/31/2012

Net income/(loss) (a) (11,847,646) (339,853,005)

Weighted average number of shares (b) 2,545,000,000 2,545,000,000

Basic and diluted income/(loss) per share (a/b) (0.0047) (0.1335)