UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 31, 2008
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________ to _________________
| Commission File No.: 000-52511 |
ATWOOD MINERALS AND MINING CORP.
(Exact name of registrant as specified in its charter)
Nevada | | 98-0471052 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer ID Number) |
1400 Old Country Road, Suite 206, Westbury, New York 11590
(Address of principal executive offices, including zip code.)
(516) 228-0070
(telephone number, including area code)
1030 Denman St. Suite 125A, Vancouver, British Columbia, Canada, V6G 2M6
(former address)
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| ¨ | | Accelerated filter ¨ |
| Non-accelerated filter | ¨ | (Do not check if a smaller reporting company) | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes x No ¨
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 6,100,000 as of October 17, 2008.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Atwood Minerals and Mining Corp.
(An Exploration Stage Company)
Balance Sheets
| | | | | August 31, | | November 30, | |
| | | | | 2008 | | 2007 | |
| | | | | (Unaudited) | | (Audited) | |
ASSETS | | | | | | | | | | |
Current Assets | | | | | | | | | | |
| Cash | | | | | $ | - | | $ | 8,921 | |
Total Current Assets | | | | | | - | | | 8,921 | |
| Mineral property acquisition costs, less reserve for | | | | | | | | | | |
| impairment of $5,000 and $5,000, respectively | | | | | | - | | | - | |
Total Assets | | | | | $ | - | | $ | 8,921 | |
| | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY(DEFICIENCY) | | | | | | |
Current Liabilities | | | | | | | | | | |
| Accounts payable | | | | | $ | 7,078 | | $ | 1,975 | |
| Accrued liabilities | | | | | | 2,800 | | | 1,000 | |
| Due to related party | | | | | | - | | | 40,884 | |
Total current liabilities | | | | | | 9,878 | | | 43,859 | |
Stockholders' Equity (Deficiency) | | | | | | | | | | |
| Common stock, $0.001 par value; | | | | | | | | | | |
| authorized 75,000,000 shares, | | | | | | | | | | |
| issued and outstanding 6,100,000 shares | | | | | | 6,100 | | | 6,100 | |
| Additional paid-in capital | | | | | | 17,000 | | | 17,000 | |
| Donated capital | | | | | | 77,233 | | | 22,500 | |
| Deficit accumulated during the exploration stage | | | | | | (110,211 | ) | | (80,538 | ) |
Total stockholders' equity (deficiency) | | | | | | (9,878 | ) | | (34,938 | ) |
Total Liabilities and Stockholders' Equity (Deficiency) | | | | | $ | - | | $ | 8,921 | |
See notes to financial statements.
Atwood Minerals and Mining Corp.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
| | | Three months ended August 31, 2008 | | Three months ended August 31, 2007 | | Nine months ended August 31, 2008 | | Nine months ended August 31, 2007 | | Cumulative during the exploration stage(May 12, 2005 to August 31, 2008) | |
Revenue | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | | | | | | | |
Cost and expenses | | | | | | | | | | | | | | | | |
| Donated rent | | | 750 | | | 750 | | | 2,250 | | | 2,250 | | | 9,750 | |
| Donated services | | | 1,500 | | | 1,500 | | | 4,500 | | | 4,500 | | | 19,500 | |
| General and administrative | | | 12 | | | 124 | | | 1,057 | | | 1,966 | | | 4,092 | |
| Impairment of mineral property acquisition costs | | | - | | | - | | | - | | | - | | | 5,000 | |
| Professional fees | | | 3,328 | | | 2,890 | | | 21,866 | | | 13,043 | | | 71,869 | |
| Total Costs and Expenses | | | 5,590 | | | 5,264 | | | 29,673 | | | 21,759 | | | 110,211 | |
Net Profit (Loss) | | $ | (5,590 | ) | $ | (5,264 | ) | $ | (29,673 | ) | $ | (21,759 | ) | $ | (110,211 | ) |
| | | | | | | | | | | | | | | | | |
Net Loss per share | | | | | | | | | | | | | | | | |
| Basic and diluted | | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | | | |
| | | | | | | | | | | | | | | | | |
Number of common shares used to compute loss per share | | | | | | | | | | | | | | | | |
| Basic and diluted | | | 6,100,000 | | | 6,100,000 | | | 6,100,000 | | | 6,100,000 | | | | |
See notes to financial statements.
Atwood Minerals and Mining Corp.
(An Exploration Stage Company)
Statements of Stockholders’ Equity (Deficiency)
For the period of May 15, 2005 (Inception) to August 31, 2008
| | | Common Stock, $0.001 Par Value | | Additional Paid-in | | Donated | | Deficit Accumulated During the Development | | Total Stockholders' Equity | |
| | | Shares | | Amount | | Capital | | Capital | | Stage | | (Deficiency) | |
| Common stock issued for cash: | | | | | | | | | | | | | | | | | | | |
| - at a price of $0.001 per share | | | 5,100,000 | | $ | 5,100 | | $ | - | | $ | - | | $ | - | | $ | 5,100 | |
| - at a price of $0.01 per share | | | 800,000 | | | 800 | | | 7,200 | | | - | | | - | | | 8,000 | |
| - at a price of $0.05 per share | | | 200,000 | | | 200 | | | 9,800 | | | - | | | - | | | 10,000 | |
| Donated services and rent | | | - | | | - | | | - | | | 4,500 | | | - | | | 4,500 | |
| | | | | | | | | | | | | | | | | | | | |
| Net loss for the period May 12, 2005 (inception) to November 30, 2005 | | | - | | | - | | | - | | | - | | | (15,070 | ) | | (15,070 | ) |
| Balance, November 30, 2005 | | | 6,100,000 | | | 6,100 | | | 17,000 | | | 4,500 | | | (15,070 | ) | | 12,530 | |
| Donated services and rent | | | - | | | - | | | - | | | 9,000 | | | - | | | 9,000 | |
| Net loss | | | - | | | - | | | - | | | - | | | (38,197 | ) | | (38,197 | ) |
| Balance, November 30, 2006 | | | 6,100,000 | | | 6,100 | | | 17,000 | | | 13,500 | | | (53,267 | ) | | (16,667 | ) |
| Donated services and rent | | | - | | | - | | | - | | | 9,000 | | | - | | | 9,000 | |
| Net loss | | | - | | | - | | | - | | | - | | | (27,271 | ) | | (27,271 | ) |
| Balance, November 30, 2007 | | | 6,100,000 | | | 6,100 | | | 17,000 | | | 22,500 | | | (80,538 | ) | | (34,938 | ) |
| Unaudited: | | | | | | | | | | | | | | | | | | | |
| Donated services and rent | | | - | | | - | | | - | | | 6,750 | | | - | | | 6,750 | |
| Forgiveness of due to related party in connection with change in control | | | - | | | - | | | - | | | 47,983 | | | - | | | 47,983 | |
| Net loss | | | - | | | - | | | - | | | - | | | (29,673 | ) | | (29,673 | ) |
| Balance, August 31, 2008 | | | 6,100,000 | | $ | 6,100 | | $ | 17,000 | | $ | 77,233 | | $ | (110,211 | ) | $ | (9,878 | ) |
See notes to financial statements.
Atwood Minerals and Mining Corp.
(An Exploration Stage Company)
Statements of Stockholders’ Equity (Deficiency)
For the period of May 15, 2005 (Inception) to August 31, 2008
(Unaudited)
| | | Nine months ended August 31, 2008 | | Nine months ended August 31, 2007 | | Cumulative during the exploration stage(May 12, 2005 to August 31, 2008) | |
Cash Flows from Operating Activities | | | | | | | | | | |
| Net loss | | $ | (29,673 | ) | $ | (21,759 | ) | $ | (110,211 | ) |
| Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | | | | | | | | | | |
| Donated services and rent | | | 6,750 | | | 6,750 | | | 29,250 | |
| Impairment of mineral property acquisition costs | | | - | | | - | | | 5,000 | |
| Changes in operating assets and liabilities | | | | | | | | | | |
| Prepaid expenses | | | - | | | 84 | | | - | |
| Accounts payable and accrued liabilities | | | 6,903 | | | (493 | ) | | 9,878 | |
Net cash provided by (used for) operating activities | | | (16,020 | ) | | (15,418 | ) | | (66,083 | ) |
| | | | | | | | | | | |
Cash Flows from Investing Activities | | | | | | | | | | |
| Acquisition of mineral property | | | - | | | - | | | (5,000 | ) |
Net Cash provided by (used for) investing activities | | | - | | | - | | | (5,000 | ) |
| | | | | | | | | | | |
Cash Flows from Financing Activities | | | | | | | | | | |
| Proceeds from loans from related party | | | 7,099 | | | 18,000 | | | 47,983 | |
| Proceeds from sales of common stock | | | - | | | - | | | 23,100 | |
Net cash provided by (used for) financial activities | | | 7,099 | | | 18,000 | | | 71,083 | |
| | | | | | | | | | | |
Increase (decrease) in cash | | | (8,921 | ) | | 2,582 | | | - | |
| | | | | | | | | | | |
Cash, beginning of period | | | 8,921 | | | 1,260 | | | - | |
| | | | | | | | | | | |
Cash, end of period | | $ | - | | $ | 3,842 | | $ | - | |
| | | | | | | | | | | |
Supplemental Disclosures of Cash Flow Information: | | | | | | | | | | |
| Interest paid | | $ | - | | $ | - | | $ | - | |
| Income taxes paid | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | |
Non-cash financing activity: | | | | | | | | | | |
| Forgiveness of due to related party in connection with change in control | | $ | 47,983 | | $ | - | | $ | 47,983 | |
See notes to financial statements.
Atwood Minerals and Mining Corp.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2008
(Unaudited)
| 1. | ORGANIZATION AND BUSINESS OPERATIONS |
Organization
Atwood Minerals and Mining Corp. (the “Company”) was incorporated in the State of Nevada on May 12, 2005.
Exploration Stage Activities
The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining claims. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.
| 2. | INTERIM FINANCIAL INFORMATION |
The unaudited financial statements as of August 31, 2008 and for the three and nine months ended August 31, 2008 and 2007 and for the period May 12, 2005 (inception) to August 31, 2008 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of August 31, 2008 and the results of operations and cash flows for the periods then ended. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the nine month period ended August 31, 2008 is not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending November 30, 2008. The balance sheet at November 30, 2007 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission's rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended November 30, 2007 as included in our Form 10- KSB filed with the Securities and Exchange Commission on March 14, 2008.
In June 2005, the Company acquired a 100% interest in the STEP mineral claim located in the Nicola Mining Division, British Columbia, Canada for $5,000. The claim is registered in the name of the vendor, who has executed a trust agreement to hold the claim in trust on behalf of the Company.
At November 30, 2005, the Company recognized an impairment loss of $5,000 as it had not been determined whether there were proven or probable reserves on the property.
| 4. | RELATED PARTY BALANCES/TRANSACTIONS |
| a. | For the six months ended August 31, 2008, the Company recognized expenses of $4,500 for donated services at $500 per month and $2,250 for donated rent at $250 per month provided by the President of the Company. |
| | b. | At August 31, 2008 and 2007, the Company was indebted to the President of the Company in the amount of $0 and $40,884, respectively, for cash advances. The advances were unsecured, non- interest bearing and had no specific terms of repayment. |
On July 14, 2008, Professional Offshore Opportunity Fund Ltd (“POOF”) purchased 4,800,000 shares of the Company’s common stock pursuant to stock purchase agreements with current holders of the Company’s common stock for an aggregate purchase price of $365,410. Pursuant to these transactions, POOF owns approximately 79% of our issued and outstanding common stock. Prior to these transactions, the Company was controlled by Walter Brenner, the former sole officer and director. Mr. Brenner sold the 3,000,000 shares held by him to POOF. In connection with these transactions, Mr. Brenner forgave the Company from any liability due him. The Company did not receive any money from this transaction.
The Company has no stock option plan. At August 31, 2008, there were no stock options, warrants or other dilutive securities outstanding.
The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 35% to income (loss) before income taxes. The sources of the difference follow:
| | | For the nine months ended August 31, 2008 | | Period from May 12, 2005 (Date of Inception) to August 31, 2008 | |
| | | | | | |
| Expected tax at 35% | | $ | (10,386 | ) | $ | (38,574 | ) |
| Donated services expenses | | | 2,363 | | | 10,238 | |
| Increase in valuation allowance | | | 8,023 | | | 28,336 | |
| Income tax provision | | $ | - | | $ | - | |
Significant components of the Company’s deferred income tax assets are as follows:
| | | August 31, | | November 30, | |
| | | 2008 | | 2007 | |
| | | | | | |
| Net operating loss carryforword | | $ | (28,336 | ) | $ | (20,313 | ) |
| Valuation allowance | | | 28,336 | | | 20,313 | |
| Net deferred tax assets | | $ | - | | $ | - | |
Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $28,336 at August 31, 2008 attributable to the future utilization of the net operating loss carryforward of $80,961 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The $80,961 net operating loss carryforward expires $10,570 in year 2025, $29,197 in year 2026, $18,271 in year 2027 and $22,923 in year 2028.
Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the this report includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.
We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business activities.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property.
We will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not have enough money to complete our exploration of the property, we will have to find alternative sources, like a public offering, another private placement of securities, or loans from our sole officer, Walter Brenner or others.
Mr. Brenner is unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no other financing plans.
We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. Even if we complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.
We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section of this report. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a reserve and we have determined it is economical to extract the minerals from the land.
We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.
If we are unable to complete any phase of exploration because we don’t have enough money, we will cease activities until we raise more money. If we can’t or don’t raise more money, we will cease activities. If we cease activities, we don’t know what we will do and we don’t have any plans to do anything.
We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we conduct research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders.
Results of Activities
From Inception on May 12, 2005 to July 31, 2008
We acquired the right to explore one property containing one claim. We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. The property has been staked and we have initiated exploration activities.
Since inception, we have used loans from Mr. Brenner, our former president, to stake the property, to incorporate us, and for legal and accounting expense. Net cash provided by Mr. Brenner since inception on May 12, 2005 to July 14, 2008 (the date of Mr. Brenner’s resignation) was $49,426. The were forgiven by Mr. Brenner in connection with the July 14, 2008 sale of his common stock and the release executed by him in connection with such sale.
Liquidity and Capital Resources
As of the date of this report, we have yet to generate any revenues from our business activities.
We issued 3,000,000 shares of our common stock to Mr. Walter Brenner on September 1, 2005 pursuant to Reg. S of the Securities Act of 1933. Until July 14, 2008, Mr. Brenner was our president, chief executive officer, treasurer, principal financial officer and a director. Mr. Brenner acquired these shares at a price of $0.001 per share for total proceeds to us of $3,000.00.
We completed a private placement of 2,100,000 restricted shares of our common stock at a price of $0.001 per share to the five purchasers on September 1, 2005 pursuant to Reg. S of the Securities Act of 1933. The total amount received from the private placement was $2,100.
We completed a private placement of 800,000 restricted shares of our common stock at a price of $0.01 per share to eight purchasers on November 1, 2005 pursuant to Reg. S of the Securities Act of 1933. The total amount received from the private placement was $8,000.
We completed a private placement of 200,000 restricted shares of our common stock at a price of $0.05 per share to ten purchasers on November 30, 2005 pursuant to Reg. S of the Securities Act of 1933. The total amount received from this offering was $10,000.
As of July 31, 2008, our total assets were $0 and our total liabilities were $9,878.
Recent accounting pronouncements
Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.
ITEM 3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4- CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.
Controls and Procedures over Financial Reporting
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
PART II. OTHER INFORMATION
ITEM 1 – LEGAL PROCEEDINGS
None.
ITEM 1A – RISK FACTORS
As a “small reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.
ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3 – DEFAULT UPON SENIOR SECURITIES
(a) None.
(b) None.
ITEM 4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 – OTHER INFORMATION
None.
ITEM 6 - EXHIBITS.
Exhibit No. Document Description
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended. |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 17th day of October, 2008.
ATWOOD MINERALS AND MINING CORP. |
| | |
| BY: | /s/ Greg Goldberg |
| | Greg Goldberg |
| | President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole Director |
