**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

 

For the fiscal year ended July 31, 2013

 

 

 

 

 

 

 

 

 

 

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined by Rule 405 of the Securities Act   [    ]  Yes   [X]  No

 

Indicate by check mark if the registrant is not requiredto file reports pursuant to Section 13 or Section 15 (d) of the Act.   [X]  Yes   [   ]  No

 

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.  [X]  Yes   [    ]  No

 

 

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuantto Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).    [   ] Yes  [    ]No

 

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of thisForm 10-K or any amendments to this Form 10-K   [    ]

 

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “largeaccelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the ExchangeAct.

 

Large accelerated filer   [   ]                                                                                         Acceleratedfiler                  [   ]

 

Non-accelerated filer     [   ]  (Donot check if a small reporting company)               Smallreporting company   [X]

 

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

 

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the averagebid and asked price of such common equity, as of the last business day of the registrant’s most recent completed second fiscalquarter.

 

**(APPLICABLE ONLY TO CORPORATE REGISTRANTS)**

 

Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date:

 

November 21, 2013: 45,105,000 common shares

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

Listed hereunder the following documents if incorporatedby reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annualreport to security holders; (2) Any proxy or information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c) underthe Securities Act of 1933.   The listed documents should be clearly described for identification purposes.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART 1

ITEM 1. BUSINESS

 

**History and Organization**

 

Siga Resources, Inc.(“Siga”,the “company” or “we”) was incorporated in the State of Nevada on January 18, 2007, and established a fiscalyear end of July 31.  We do not have any subsidiaries or affiliated companies. We have one joint venture project on theLucky Thirteen Claim.

 

We are a start-up; Exploration StageCompany engaged in the search for gold and related minerals and have not generated any operating revenues since inception.  Wehave not made our payments to secure our one claim called the Lucky 13 Claim located in Hope, British Columbia, where we have completedexploration and testing work to see whether or not we have an economic resource. We have an oral agreement extending our rightsto this claim subject to the Company raising funding to make our payments. Since we are in a position of default the owner of theLucky 13 Claim can cancel our claim and sell to another third party or develop the Lucky 13 Claim on his own without notification.

 

We have incurredlosses since inception and we must raise additional capital to fund our operations.   There is no assurance we willbe able to raise this capital or that if we raise the capital that the oral agreement to extend the payment terms will be honored.

 

There is no assurance that a commerciallyviable mineral deposit, a reserve, exists on our mineral claim or can be shown to exist until sufficient and appropriate explorationis done and a comprehensive evaluation of such work concludes economic and legal feasibility.   Such work couldtake many years of exploration and would require expenditure of very substantial amounts of capital, capital we do not currentlyhave and may never be able to raise.

 

Our initial holding was a 100% interestin the Valolo Gold Claim located in the Republic of Fiji. Siga acquired the Valolo Claim for the sum of $5,000.

 

On October 14, 2010, we entered intoan earn-in agreement with Touchstone Ventures Inc., a British Columbia Company, whereby it can earn an 80% interest in TouchstoneVentures Inc.’s wholly owned subsidiary company, Touchstone Precious Metals Inc., a British Columbia Company (“Touchstone”),by investing ten million Canadian dollars (CAD$10,000,000) for acquisition and development costs. Touchstone was unable to meetits obligations under the agreement due to the death of the owner and the agreement terminated.

 

Siga entered into a purchase agreementwith Peter Osha on January 15, 2011 to earn a 100% interest in a placer gold project near Hope, British Columbia, Canada. Our investmentis hereinafter referred to as the Lucky Thirteen Claim. Siga entered into a 50/50 joint venture on the lucky Thirteen Claim withBig Rock Resources Inc. on May 2011 and Siga and commenced evaluating the Lucky Thirteen Property as the operator of the JointVenture until February 2012 when Big Rock Resources Inc. announced that it would be unable to complete the promised financing.We have been able to establish a verbal agreement with Peter Osha to extend.

 

As of the date of this Form 10K, wehave abandoned the Valolo Claim nor do we intend to complete any exploration activities in the near future. We have spent throughthe joint venture approximately $400,000 on a work program on the Luck Thirteen Claim.

 

Wehave no full time employees and our management devotes a percentage of their time to the affairs of our Company. Our website iswww.sigaresourcesinc.com

 

Our administrativeoffice is located at PO Box 541182, Houston Texas 77254-1182.   Our telephone number is (281) 256-5417.

 

Presently our outstanding share capitalis 45,105,000 common shares.   We have no other type of shares either authorized or issued.

 

 

Our previous auditors have expressedsubstantial doubt about our ability to continue as a going concern in their audit report attached to the financial statements datedJuly 31, 2012.  We have $nil cash as at July 31, 2013 and have liabilities of $183,830.  Since our inceptionwe have incurred accumulated losses of $731,780.  We anticipate minimum operating expenses for the next twelve monthsof $258,875(refer to page 20).  It is extremely unlikely we will earn any revenue for a minimum of 5 years.  Wedo not have any employees either full or part time.

 

Siga is responsible for filing various forms with the UnitedStates Securities and Exchange Commission (the “SEC”) such as Form 10-K and Form 10-Qs.

 

The shareholders may read and copy any material filed bySiga with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549.   The shareholdersmay obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330.   TheSEC maintains an Internet site that contains reports, proxy and information statements, and other information which Siga has filedelectronically with the SEC by assessing the website using the following address:   http://www.sec.gov .   

  

**Planned Business**

 

The following discussion should be readin conjunction with the information contained in the financial statements of Siga and the notes, which forms an integral part ofthe financial statements, which are attached hereto.

 

The financial statements mentioned abovehave been prepared in conformity with accounting principles generally accepted in the United States of America and are stated inUnited States dollars.

 

This Form 10-K also contains forward-lookingstatements that involve risks and uncertainties.  If any of the events or circumstances described in the following risksactually occurs, our business, financial condition, or results of operations could be materially adversely affected and the priceof our common stock could decline on the OTC Bulletin Board (the “OTCBB”).

 

ITEM 1A. RISK FACTORS

 

**Risks Associated with our Company:**

 

 

Our auditors' report on our 2012 financialstatements expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business for the nexttwelve months. Because our officers and directors are unwilling to commit to loan or advance capital to us, we believe that ifwe do not raise additional capital through the issuance of treasury shares, we will be unable to conduct exploration activity andmay have to cease operations and go out of business.

 

 

Because the probability of an individualprospect ever having reserves is extremely remote, in all probability our properties, the Lucky 13 Claim, does not contain anyreserves, and any funds spent on exploration will be lost. If we cannot raise further funds as a result, we may have to suspendor cease operations entirely which would result in the loss of our shareholders’ investment. Similarly, our new Lucky ThirteenClaim calls for us to raise $10 million. If we do not raise these funds we will potentially lose our investment in this agreement,furthermore, the underlying claim may not contain any reserves, and any funds spent on exploration will be lost.

 

 

 

 

We were incorporated in 2007, have notyet conducted any exploration activities and have not generated any revenues. We have an insufficient exploration history uponwhich to properly evaluate the likelihood of our future success or failure.  Our net loss from inception to July 31,2013, the date of our most recent audited financial statements, is $731,780. Our ability to achieve and maintain profitabilityand positive cash flow in the future is dependent upon

 

 

Based upon current plans, we expectto incur operating losses in future periods. This will happen because there are expenses associated with the research and explorationof our mineral property. We cannot guarantee we will be successful in generating revenues in the future. Failure to generate revenueswill cause us to go out of business.

 

 

We have no known ore reserves.  Evenif we find gold mineralization******we cannot guarantee that any gold mineralization *** ***will be of sufficientquantity so as to warrant recovery. Additionally, even if we find gold mineralization *** ***in sufficient quantityto warrant recovery, we cannot guarantee that the ore will be recoverable. Finally, even if any gold mineralization ******isrecoverable, we cannot guarantee that this can be done at a profit. Failure to locate gold deposits in economically recoverablequantities will mean we cannot generate income.  If we cannot generate income we will have to cease exploration activity,which will result in the loss of our shareholders’ investment.

 

 

We estimate that, with funding committedby our management combined, we do not have sufficient cash to continue operations for twelve months even if we only carry out PhaseI of our planned exploration activity on the Lucky Thirteen Claim.  We are in the pre-exploration stage.  Weneed to raise additional capital to undertake Phase I.  We may not be able to raise additional funds.  If thatoccurs we will have to delay exploration or cease our exploration activity and go out of business which will result in the lossof our shareholders’ entire investment in our Company.

 

 

Any potential development of and productionfrom our exploration property depends upon the results of exploration programs and/or feasibility studies and the recommendationsof duly qualified engineers and geologists. Because we are small and do not have much capital, we must limit our exploration activityunless and until we raise additional capital.  Any decision to expand our operations on our exploration property willinvolve the consideration and evaluation of several significant factors including, but not limited to:

 

 

 

Such programs will require very substantialadditional funds. Because we may have to limit our exploration, we may not find an ore body, even though our property may containmineralized material. Without an ore body, we cannot generate revenues and our shareholders will lose their entire investment inour Company.

 

We may not have access to all of thesupplies and materials we need to begin exploration which could cause us to delay or suspend exploration activity.

 

Competition and unforeseen limited sourcesof supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as bulldozers andexcavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products,equipment or materials. We will attempt to locate products, equipment and materials as and when we are able to raise the requisitecapital.  If we cannot find the products and equipment we need, we will have to suspend our exploration plans until wedo find the products and equipment we need.

 

 

Our one officer, our Presidentcurrently devotes 90% of his available working time, approximately 50 hours per month, to our business.   Because our officers and directors have other outside business activities and maynot be in a position to devote all of their time to our exploration activity, our exploration activity may be sporadicor may be periodically interrupted or suspended.   Such suspensions or interruptions may cause us to ceaseoperations altogether and go out of business.

 

 

The business of mineral explorationand extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. At present,the Lucky Thirteen Claim, does not have a known body of commercial ore. Unusual or unexpected formations, formation pressures,fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequatemachinery, equipment or labor are other risks involved in extraction operations and the conduct of exploration programs. We donot carry liability insurance with respect to our mineral exploration operations and we may become subject to liability for damageto life and property, environmental damage, cave-ins or hazards. Previous mining exploration activities may have caused environmentaldamage to the Lucky Thirteen Claim. It may be difficult or impossible to assess the extent to which such damage was caused by usor by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective. Ifthe Lucky Thirteen Claim is found to have commercial quantities of ore, we would be subject to additional risks respecting anydevelopment and production activities. Most exploration projects do not result in the discovery of commercially mineable depositsof ore.  

 

 

No matter how much money is spent overthe years on the Lucky Thirteen Claim, we might never be able to find a commercially viable ore reserve.  Over the comingyears, we could spend a great deal of money on the Lucky

 

Thirteen Claim without finding anythingof value.  There is a high probability the Lucky Thirteen Claim do not contain any reserves so any funds spent on explorationwill probably be lost.

 

 

We might be successful, during futureexploration programs, in identifying a source of minerals of good grade but not in the quantity, the tonnage, required to makecommercial production feasible.  If the cost of extracting any minerals that might be found on the Lucky Thirteen Claimis in excess of the selling price of such minerals, we would not be able to develop the Lucky Thirteen Claim.  Accordinglyeven if ore reserves were found on the Lucky Thirteen Claim, without sufficient tonnage we would still not be able to economicallyextract the minerals from the Lucky Thirteen Claim in which case we would have to abandon the Lucky Thirteen Claim and seek anothermineral property to develop, or cease operations altogether.

 

 

We are in default by $500,000 in ourpayments to Peter Osha. As we are in default with our agreement with Peter Osha, Mr. Osha can cancel his agreement with us at anytime.

 

 

**Risks Associated with owning ourShares:**

 

 

We expect that the only way we willbe able to acquire additional funds is through the sale of our common stock.  This will result in a dilution effect toour shareholders whereby their percentage ownership interest in the Company is reduced.  The magnitude of this dilutioneffect will be determined by the number of shares we will have to issue in the future to obtain the funds required.

 

 

We have entered into Convertible Debenturesand Settlement Agreements with our creditors which could result in the issuance of 231,600,000 additional shares.  Thiswill result in a dilution effect to our shareholders whereby their percentage ownership interest in the Company is reduced.  Furtheragreements could be entered into.

 

 

Our shares are "penny stocks"and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements onbroker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmationof quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For salesof our securities, the

broker/dealer must make a special suitabilitydetermination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additionalsales practices could adversely affect a shareholder's ability to dispose of his stock.

 

** **

**Forward Looking Statements**

 

In addition to the other informationcontained in this Form 10-K, it contains forward-looking statements which involve risk and uncertainties.  When usedin this Form 10-K, the words “may”, “will”, “expect”, “anticipate”, “continue”,“estimate”, “project”, “intend”, “believe” and similar expressions are intendedto identify forward-looking statements regarding events, conditions and financial trends that may affect our future plan of operations,business strategy, operating results and financial position.  Readers are cautioned that any forward-looking statementsare not guarantees of future performance and are subject to risks and uncertainties and that actual result could differ materiallyfrom the results expressed in or implied by these forward-looking statements as a result of various factors, many of which arebeyond our control.  Any reader should review in detail this entire Form 10-K including financial statements, attachmentsand risk factors before considering an investment.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

There are no unresolved staff comments outstanding at thepresent time.

** **

ITEM 2. PROPERTIES

 

Our mineral properties are:

 

**The Lucky 13 Claim**

 

On January 16, 2011, the Company enteredinto a Property Acquisition and Royalty Agreement with Peter Osha whereby the Company acquired Peter Osha’s Lucky ThirteenPlacer Mining Property near Hope, British Columbia, Canada in exchange for $1.5 million Canadian plus a 3% net smelter royalty.(This agreement replaced the previously disclosed agreement dated September 24, 2010 between the company and Touchstone PreciousMetals Inc.) Payments on the property are due as follows:

 

 

*Paid by the Company

**Paid by Lucky 13 Mining Company Ltd.

*** Extended verbally by Peter Osha

 

On May 12, 2011, we entered into a JointVenture with Big Rock Resources Ltd. (“Big Rock”) to jointly explore and develop the Lucky Thirteen Claims. Under theterms of the Joint Venture, a new corporation has been formed Lucky 13 Mining Company Ltd. (the “Joint Venture”) andwe have assigned our interests in the Lucky 13 Claim to the Joint Venture. Big Rock provided initial exploration financing of $400,000and was to provide additional financing of up to $8.5 million to complete the acquisition and to develop the property if so required.Big Rock failed to provide the funding as required and this agreement has been cancelled.

 

An evaluation plan and program has commencedbut has been delayed due to the default in the financing under the Joint Venture.

 

 

The Claim is located in the New WestminsterMining Division, British Columbia, Map Number 092H:

 

 

The Placer Claim is owned 100% by Mr.Peter Osha (B.C. Free Miner #120343) and the Claim is in Good Standing.  

 

**Location and Access**

 

The Lucky Thirteen Claim is locatedapproximately 5 kilometers (3 miles) north of Hope British Columbia.  The area where the claim is located is an activemineral exploration and development region with heavy equipment and operators available for hire.  Hope provides allnecessary amenities and supplies including, fuel, hardware, drilling companies and assay services.  Access to our Claimis via Trans Canada north from Hope.   Any electrical power that might be required in the foreseeable future couldbe supplied by BC Hydro grid.

 

The placer gravel bar that the claimcovers is accessible by an existing logging road. The climate is mild year round with the rainy season falling from October toMay.

 

**Property Geology**

** **

The Lucky Thirteen claim is coveredby Tertiary Gravels forming a stratified sequence of cobble and pebble gravels, sands and silts. The total thickness is unknownat this time.

 

**Previous Exploration**

** **

The Lucky Thirteen has a history ofexploration and minor production attempts going back to the mid 1850s. Most of this work was poorly documented until the past 3decades and concentrated generally on free gold. A series of tests and assays by several operators including the current owner,from various areas and depths have established that the gravels are auriferous, and that the black sand concentrates contain goldand platinum group minerals that may be present in economic amounts.

 

**Exploration Work – Plan ofOperation Planned and Actual**

** **

The current plan of operations is togrid sample areas of the property by trenching and/or drilling. The grid was completed in August. The material recovered, sizedand run through an on-site washing and recovery plant. So far 44 samples taken representatively are currently being assayed byChemex Labs, North Vancouver, B.C. an Met-Soly Inc. of Langley B.C., with the information derived to be used to recommend specificmining areas, design the mining plan itself and determine most efficient recovery methods to be applied to the concentrates derivedfrom the process.

 

The seismic survey; trenching and sampleprogram; screen analysis; and assays; is designed to investigate depth to bedrock, sand and gravel strata, previous workings, andplacer mineral continuity. All work will be conducted by local qualified independent professional engineers, mine operators, accountantsand administrators.

** **

** **

**Phase I Work Program Estimate**

** **

** **

The Operational Budget reflects thecurrent estimated Property Acquisition and Capital and Operating Costs to place the property into production at the earliest possibledate. The operational budget detail may be modified as a result of the current recommended work program, however, no increase inestimated costs are anticipated.

 

**Property Acquisition Budget Estimate**

** **

 

**Bulk testing schedule**

 

The following schedule was used to conduct the bulk samplingprogram on the Lucky Thirteen Property.

 

 

The minimal overburden was removed andplaced to the side of the test pits. Representative gravel material excavated from the trench was screened to different size fractions.The gravel samples were weighed and the information recorded. The concentrate captured was weighed and processed for minerals.

 

It is expected that in Phase I the goldcontent of the concentrates will be recovered by a gravity method. The remaining concentrates will be stored and retained for furtheranalysis for other precious metals and by-products in Phase II of the Work Program.

 

Between each test the processing plantis washed down and cleaned up before the next test. The excavators will then backfill the finished trench doing the reclamationon a continuous basis.

 

** **

**Competitive Factors**

 

The mining industry is highly fragmented.We are competing with many other exploration companies looking for gold. We are among the smallest exploration companies in existenceand are an infinitely small participant in the mining business which is the cornerstone of the founding and early stage developmentof the mining industry. While we generally compete with other exploration companies, there is no competition for the explorationor removal of minerals from our claims. Readily available markets exist for the sale of gold. Therefore, we will likely be ableto sell any gold that we are able to recover, in the event commercial quantities are discovered on the Lucky Thirteen Claim. TheLucky Thirteen Claim can produce commercially saleable gravels and decorative stone as part of the mining process. While valuablethe gravel will have to be sold to an existing market and it is not possible to determine at the present time how large the gravelmarket for Lucky Thirteen products is. In order to mine the commercially saleable gravels and decorative stones, an agreement withthe owner of the property on which the Lucky 13 Claim sits would have to be reached.

 

**Government Regulation**

 

Exploration activities are subject tovarious national, provincial, foreign and local laws and regulations in British Columbia and Canada, which govern prospecting,development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment,mine safety, hazardous substances and other matters. We believe that we are in compliance in all material respects with applicablemining, health, safety and environmental statutes and the regulations passed there under in British Columbia and Canada.

 

**Environmental Regulation**

 

Our exploration activities are subjectto various federal, provincial and local laws and regulations governing protection of the environment. These laws are continuallychanging and, as a general matter, are becoming more restrictive. Our policy is to conduct business in a way that safeguards publichealth and the environment. We believe that our exploration activities are conducted in material compliance with applicable lawsand regulations. Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could requireadditional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additionallegislation, if any, might be proposed or enacted, additional regulatory requirements could render certain exploration activitiesuneconomic.

 

**Employees**

 

Initially, we intend to use the servicesof subcontractors for labor exploration work on our claim.  At present, we have no employees as such although each ofour officers and directors devotes a portion of their time to the affairs of the Company.  None of our officers and directorshas an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefitplans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employee.

 

As indicated above we will hire subcontractorson an as needed par time basis. Except for the agreement with Triple O Contracting for the initial test trenches, we have not enteredinto negotiations or agreements with any other potential subcontractors.  We do not intend to initiate negotiations orhire anyone until we are nearing the time of commencement of our mining development activities.

 

There are no permanent facilities, plants,buildings or equipment on our mineral claim.

 

**Mineralization**

The mineralization contained withinthe Lucky Thirteen is placer gold and heavy black sands derived from the erosion and subsequent re-deposition over many millennia,of material derived from the current and historic highlands above the Fraser River Drainage. The placer deposits were formed atthe point where the erosional processes, (generally water borne but sometimes wind and mass wasting) lost the energy necessaryto continue to

 

carry the material further down streamin the drainage system. The Fraser River has also caused continuing material movement in its annual cycles of varying flows.

   

**Exploration**

** **

Exploration has been known in the areasince the mid 1850s, but generally has not been via modern methods of mining, washing and concentration. The current work planis the first known that will combine current state of the art extraction and processing methods to the auriferous gravels in theLucky Thirteen area.

 

**Adjacent Properties**

** **

There are possible expansions to theproject properties in the general area but there is no current intent to add acreage to the project until the deposit is betterevaluated.

 

**Recommendations by**

** **

T.L. Sadlier-Brown**, Professional Geologist (report completedin 2007)**

** **

**Lucky 13 Joint Venture**

 

On May 12, 2011, the Company entered into an agreement with BigRock Resources Ltd., an Alberta company ("Big Rock"), whereby the two companies commenced developing the Lucky Thirteengold placer project (the "Project") under a 50/50 joint venture agreement (the "JV Agreement"). Under the termsof the JV Agreement, Big Rock provided $400,000 in funds as follows:

 

Payment of $400,000 for the initial work program on theProject, payable as follows:

 

Big Rock Resources Ltd., has indicated that it cannot raisethe balance of $8,500,000 for the cost of putting the Project into production, consequently, the joint venture with Big Rock hasbeen cancelled.

 

**Investment Policies**

 

Siga does not have an investment policyat this time.  Any excess funds it has on hand will be deposited in interest bearing notes such as term deposits or shortterm money instruments. There are no restrictions on what the directors are able to invest.  

 

ITEM 3. LEGAL PROCEEDINGS

 

There are no legal proceedings to whichwe are a party or to which the Lucky Thirteen is subject, nor to the best of management’s knowledge are any material legalproceedings contemplated.

 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

 

There has been no Annual General Meetingof Stockholders since our date of inception.  Management hopes to hold an Annual General Meeting of Stockholders during2014.

 

**PART II**

** **

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERSAND ISSUER PURCHASE OF EQUITY SECURITIES

 

Since inception, we have not paid anydividends on our common stock, and we do not anticipate that it will pay dividends in the foreseeable future.  As atJuly 31, 2013, we had 37 shareholders; two of these shareholders are an officer and director.

 

Option Grants and Warrants outstandingsince Inception.

 

No stock options have been granted sinceour inception.

 

There are no outstanding warrants orconversion privileges for our shares.

 

ITEM 6. SELECTED FINANCIAL INFORMATION

 

The following summary financial datawas derived from our financial statements.  This information is only a summary and does not provide all the informationcontained in our financial statements and related notes thereto.  You should read the “Management’s Discussionand Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewherein this Form 10-K.

 

Operation Statement Data

 

 

Balance Sheet Data

 

 

Our historical results do not necessary indicate resultsexpected for any future periods.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONSAND RESULTS OF OPERATIONS

 

**Corporate Organization and History within the Last Threeyears**

 

We were incorporated under the lawsof the State of Nevada on January 18, 2007 under the name Siga Resources Inc.  We do not have any subsidiaries or affiliatedcompanies. We have one potential project on the Lucky Thirteen Claim. The venture has to date defaulted on payments to keep theownership in the Lucky Thirteen Claim intact. Consequently, we are at risk of losing our interests in the Lucky Thirteen Claimentirely. We have a verbal commitment by the owner of the Claim. The owner is in the position to renege on his verbal commitmentwithout reprisal.

 

We have not been involved in any bankruptcy,receivership or similar proceedings since inception nor have we been party to a reclassification, merger, consolidation, or purchaseor sale of a significant amount of assets not in the ordinary course of business.    We have no intention ofentering into a corporate merger or acquisition.

 

**Business Development since Inception**

 

There is no historical financial informationabout us upon which to base an evaluation of our performance as an exploration corporation. We are a pre-exploration stage companyand have not generated any revenues from our exploration activities. Further, we have not generated any revenues since our formationon January 18, 2007.  We cannot guarantee we will be successful in our exploration activities. Our business is subjectto risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in theexploration of our properties, and possible cost overruns due to price and cost increases in services.

 

To become profitable and competitive,we must first secure our ownership interest in the Lucky Thirteen Claim by making the requisite payments, then we must invest inthe exploration of the Lucky Thirteen Claim before we can start production of any minerals we may find. We must obtain equity ordebt financing to provide the capital required to fully implement our phased exploration program.**  **We have noassurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we willbe unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could resultin additional dilution to existing shareholders.

 

Our auditors have issued a going concernopinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the nexttwelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenuesare anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the saleof minerals found on the Lucky Thirteen Claim. That cash must be raised from other sources. Our only other source for cash at thistime is investments by others in the Company.  We must raise cash to implement our planned exploration program if itis not funded by our joint venture partner and stay in business.

 

To meet our need for cash we must raiseadditional capital.  We have entered into a joint venture to raise the required capital to develop the Lucky ThirteenClaim which has been terminated. We will attempt to raise additional money through a private placement, public offering or throughloans.  We have discussed this matter with our officers and directors. However, our officers and directors are unwillingto make any commitments to loan us any money at this time. At the present time, we have not made any arrangements to raise additionalcash.  We require additional cash to continue operations.  Such operations could take many years of explorationand would require expenditure of very substantial amounts of money, money we do not presently have and may never be able to raise.   Ifwe cannot raise it we will have to abandon our planned exploration activities and go out of business.

 

 

 

We estimate we will require $258,875in cash over the next twelve months, including the cost of completing the exploration work for the Lucky Thirteen claim duringthat period.   For a detailed breakdown refer to “Liquidity and Capital Reserves”.

 

We may attempt to interest other companiesto undertake exploration work on the Lucky Thirteen Claim through joint venture arrangement or even the sale of part of the LuckyThirteen Claim.  Neither of these avenues has been pursued as of the date of this Form 10-K.

 

During the year we have no explorationwork on the Lucky Thirteen Claim and we have terminated a joint venture in which the joint venture partner pays for 100% of thecosts and receives 50% of the net profit as our joint venture partner has indicated that it will not be participating in the ventureany further due to its inability to raise financing.

 

We do not intend to hire any employeesat this time.

 

**Trends**

 

We are in the pre-explorations stage,have not generated any revenue and have no prospects of generating any revenue in the foreseeable future unless we place a propertyin production.  We are unaware of any known trends, events or  uncertainties that have had, or are reasonablylikely to have, a material impact on our business or income, either in the long term of short term, other than as described  inthis section or in ‘Risk Factors’ on page 5.

 

**Critical Accounting Policies**

 

Our discussion and analysis of our financialcondition and results of operations, including the discussion on liquidity and capital resources, are based upon our financialstatements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparationof these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluatesits estimates and judgments.

 

The going concern basis of presentationassumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realizeour assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed below,currently exist which raise substantial doubt upon the validity of this assumption. The financial statements do not include anyadjustments that might result from the outcome of the uncertainty.

 

**Liquidity and Capital Resources**

 

As of July 31, 2013 our total assetswere $Nil and our total liabilities were $183,830.

 

Not including the cost of completingthe exploration phase of our Lucky Thirteen Claim, our non-elective expenses over the next twelve months, are expected to be asfollows: