UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2010
o Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from _______to___________
Commission File Number: 000-53389
DENARII RESOURCES INC.
(Exact name of Registrant as specified in its chart)
| Nevada | | 98-0491567 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
711 S. Carson Street, Ste 4 Carson City, Nevada 89701 | | (949) 335-5159 |
| (Address of principal executive offices) | | (Registrant's telephone number, including area code) |
Former Name, Address and Fiscal Year, If Changed Since Last Report
502 E. John Street
Carson City, Nevada 89706
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 o
We had a total of 61,900,000 shares of common stock issued and outstanding at August 23, 2010.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended June 30, 2010 are not necessarily indicative of the results that may be expected for the full fiscal year.
| | DENARII RESOURCES INC. | |
| | (An exploration stage company) | |
| | Condensed Balance SheetsUnaudited | |
| | | June 30 | | | December 31 | |
| | | 2010 | | | 2009 | |
| | | | | | | |
| ASSETS | | | | | | |
| | | | | | | |
| Current Assets | | | | | | |
| Cash | | $ | - | | | $ | - | |
| Prepaid Expense (Note 6) | | | 23,335 | | | | | |
| Total Current Assets | | | 23,335 | | | | | |
| | | | | | | | | |
| Total Assets | | | 23,335 | | | | - | |
| | | | | | | | | |
| LIABILITIES | | | | | | | | |
| | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Accounts Payable - other | | | 25,566 | | | | 19,067 | |
| Accounts Payable-Related parties | | | 294,767 | | | | 190,372 | |
| | | | | | | | | |
| Total Current Liabilities | | | 320,333 | | | | 209,439 | |
| | | | | | | | | |
| Total Liabilities | | | 320,333 | | | | 209,439 | |
| | | | | | | | | |
| STOCKHOLDERS' EQUITY | | | | | | | | |
| | | | | | | | | |
100,000,000 Common Shares Authorized 61,900,000 and 60,900,000 issued at June 30, 2010 and December 31, 2009 respectively issued at $0.001 per share | | | 61,900 | | | | 60,900 | |
| Shares issuable (Note 4) | | | 3,700 | | | | | |
| Additional Paid-in-Capital | | | 463,330 | | | | 213,900 | |
| Discount on Issuance | | | (49,130 | ) | | | | |
| Accumulated Deficit during Exploration stage | | | (776,798 | ) | | | (484,239 | ) |
| | | | | | | | | |
| Total Stockholders' Equity | | $ | (296,998 | ) | | $ | (209,439 | ) |
| | | | | | | | | |
| Total Liabilities and Stockholders' Equity | | $ | 23,335 | | | $ | - | |
The accompanying notes are an integral part of these financial statements.
| DENARII RESOURCES INC. |
| (An Exploration Stage Company) |
| Condensed Statements of Operations |
(Stated in US Dollars) Unaudited |
| | | Three Months Ended | | | Six Months Ended | | | March 23, 2006 | |
| | | | | | | | | | | | | | | (Inception) to | |
| ` | | June 30 | | | June 30 | | | June 30 | | | June 30 | | | June 30 | |
| | | 2010 | | | 2009 | | | 2010 | | | 2009 | | | 2010 | |
| | | | | | Restated | | | | | | Restated | | | | |
| | | | | | | | | | | | | | | | |
| REVENUES | | | - | | | $ | 0.00 | | | | - | | | $ | 0.00 | | | | - | |
| | | | | | | | | | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | | | | | | | | | | | | | |
| Mineral claims | | | - | | | | - | | | | - | | | | - | | | | 10,000 | |
| Professional fees | | | 116,064 | | | | 26,109 | | | | 185,119 | | | | 30,550 | | | | 530,663 | |
| Office -General Expenses | | | 6,756 | | | | 5,001 | | | | 9,315 | | | | 5,001 | | | | 16,569 | |
| Office -General Expenses-Related Party | | | 9,269 | | | | 3,668 | | | | 13,480 | | | | 3,668 | | | | 23,628 | |
| Mgmt & Administration Fees-Related Party | | | 21,000 | | | | 15,000 | | | | 42,000 | | | | 15,000 | | | | 87,000 | |
| Rent-Related Party | | | 7,500 | | | | 7,500 | | | | 15,000 | | | | 7,500 | | | | 37,500 | |
| Travel-Related Party | | | 14,698 | | | | 18,639 | | | | 27,645 | | | | 18,639 | | | | 71,438 | |
| Total Operating Expenses | | | 175,287 | | | | 75,917 | | | | 292,559 | | | | 80,358 | | | | 776,798 | |
| | | | | | | | | | | | | | | | | | | | | |
| NET LOSS BEFORE INCOME TAXES | | | (175,287 | ) | | | (75,917 | ) | | | (292,559 | ) | | | (80,358 | ) | | | (776,798 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| PROVISION FOR INCOME TAX | | | - | | | | - | | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | | | | | | | | | |
| NET INCOME (LOSS) FOR THE PERIOD | | | (175,287 | ) | | | (75,917 | ) | | | (292,559 | ) | | | (80,358 | ) | | | (776,798 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| BASIC AND DILUTED (LOSS) | | | | | | | | | | | | | | | | | | | | |
| PER COMMON SHARE | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | $ | 0.00 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| WEIGHTED AVERAGE NUMBER | | | | | | | | | | | | | | | | | | | | |
| OF COMMON SHARES | | | 61,900,000 | | | | 60,900,000 | | | | 61,684,530 | | | | 60,671,270 | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements.
DENARII RESOURCES INC.(An exploration stage company)Condensed Statements of Cash Flows
| | | For the six month period ended June 30 2010 | | | For the | | | From inception | |
| | | | | | | | | | |
| OPERATING ACTIVITIES | | | | | | | | | |
| Net income (loss) | | $ | (292,559 | ) | | $ | (80,358 | ) | | $ | (776,798 | ) |
| Recognition of an Impairment Loss | | | | | | | | | | | | |
| (Mineral Claims) | | | - | | | | - | | | | 10,000 | |
| Accounts payable | | | 6,499 | | | | | | | | 25,566 | |
| Prepaid Expenses | | | (23,335 | ) | | | | | | | (23,335 | ) |
| Shares issued for services | | | 140,000 | | | | | | | | 350,000 | |
| Expenses Paid on Company's behalf by | | | | | | | | | | | | |
| related parties | | | 169,395 | | | | 80,358 | | | | 359,767 | |
| Net cash used in operating activities | | | - | | | | - | | | | (54,800 | ) |
| INVESTING ACTIVITIES | | | | | | | | | | | | |
| Purchase of mineral claim | | | - | | | | - | | | | (10,000 | ) |
| | | | | | | | | | | | | |
| Net cash used in investing activities | | | - | | | | - | | | | (10,000 | ) |
| | | | | | | | | | | | | |
| FINANCING ACTIVITIES | | | | | | | | | | | | |
| Common shares issued for cash | | | | | | | | | | | | |
@$0.01 per share | | | - | | | | - | | | | 48,300 | |
| Additional Paid-in capital | | | - | | | | - | | | | 16,500 | |
| Net cash provided by financing activities | | | - | | | | - | | | | 64,800 | |
| | | | - | | | | - | | | | - | |
| NET INCREASE (DECREASE) | | | - | | | | - | | | | - | |
| IN CASH AND CASH EQUIVALENTS | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| CASH AND CASH EQUIVALENTS | | | | | | | | | | | | |
| - BEGINNING OF PERIOD | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| CASH AND CASH EQUIVALENTS | | | | | | | | | | | | |
| - END OF PERIOD | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| SUPPLEMENTAL DISCLOSURES OF | | | | | | | | | | | | |
NON-CASH ACTIVITIES:_ | | | - | | | | - | | | | - | |
| Common stock issued for services | | | 140,000 | | | | - | | | | 350,000 | |
The accompanying notes are an integral part of these financial statements.
DENARII RESOURCES INC.
(An Exploration Stage Company)
Notes to the Unaudited Condensed Interim Financial Statements
From Inception (March 23, 2006) to June 30, 2010
(Stated in US Dollars)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Denarii Resources, Inc. ("Denarii Resources" or the "Company") was organized under the laws of the State of Nevada on March 23, 2006 to explore mining claims and property in North America.
Our property, known as the McNab Molybdenum Property, is located on the west side of Howe Sound near the headwaters of McNab Creek, approximately 40 km northwest of Vancouver, BC. The McNab Molybdenum property comprises one mineral claim containing 12 cell claim units totaling 251.11 hectares.
The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These are condensed notes and should be read in conjunction with the audited financial statements from the year ending December 31, 2009.
On March 16, 2010 Stuart Carnie resigned as an officer and director. On March 19, 2010 Dennis Lorrig was appointed as an officer and director.
On June 16, 2010 the Company entered into an agreement to acquire an 80% interest in Touchstone Precious Metals Inc.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has accumulated a loss and is new. This raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
As shown in the accompanying financial statements, the Company has incurred a net loss of $776,798 for the period from March 23, 2006 (inception) to June 30, 2010 and has not generated any revenues. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Advertising and Promotion Costs.
The Company expenses advertising and promotion when incurred. The company has incurred $105 in advertising and promotion cost in the quarter ended March 31, 2010. The Company has incurred $2,204 in the quarter ended June 30, 2010.
b. Recent Accounting Pronouncements
The Company has evaluated all of the recent accounting pronouncements and feels that none of them will have a material effect on the Company’s financial statements.
NOTE 4 – SHARE CAPITAL
a) Authorized:
100,000,000 common shares with a par value of $0.001.
b) Issued:
On March 17, 2009 the Company completed a forward stock split of its common stock on a ratio of six new shares for every one old share of the Company (6:1). All references to issued common shares take into account the forward stock split that has been retroactively stated.
On March 23, 2006 the company issued to the founders 48,000,000 common shares of stock for $10,000.The cost per share was $0.0002.
The company had two private placements both at $0.0167 per share. The first was on July 1, 2007, 1,500,000 common shares for $25,000 and the second on September 28, 2007, 1,188,000 common shares for $19,800. As of December 31, 2007 there are Forty Seven Million Seven Hundred Thousand (47,700,000) shares issued and outstanding at a value of $0.001 per share.
On October 3, 2007, 2,988,000 of these common shares were cancelled for a net of founder’s shares of 45,012,000. The net per share costs was $0.00013333.
On June 2, 2008 the company issued 600,000 shares at $0.0167 per share.
On June 2, 2008 the company issued 12,000,000 shares for services valued at $200,000. The cost per share was $0.0167.
On March 11, 2009 the company issued 600,000 shares for services valued at $10,000. The cost per share was $0.0167.
On February 09, 2010 the company issued 1,000,000 shares for services valued at $140,000. The cost per share was $0.140.
Effective April 14, 2010, the Company sold 1,700,000 shares of the Company’s common stock and 1,700,000 warrants to purchase shares of the Company’s common stock at a price of $0.0147 per share. The fair market value was $0.0289, which reflects a discount of $$0.0142 per share.
Effective May 26, 2010, the Company sold 2,000,000 shares of the Company's common stock at a discounted price of $0.02. The fair market value was $0.0325, which reflects a discount of $0.0125 per share.
NOTE 5 – WARRANTS
The Company has 1,700,000 warrants issued in conjunction with our April 14, 2010 share issuance. These warrants grant the holder the right to purchase up to 1,700,000 common shares for $0.02 per share, and they expire April 14, 2012. None have been exercised, so all 1,700,000 are outstanding as of June 30, 2010.
NOTE 6 – PAYABLE TO RELATED PARTY
The company owes $294,767 to related parties. The terms of the payables are no interest and due on demand.
NOTE 7 – CONSULTING AGREEMENT
In the quarter ended March 31, 2010 the company entered into a consulting agreement with Mirador Consulting Inc., (Mirador) a Florida corporation, whereby Mirador will receive 1,000,000 shares of the company and will provide management consulting, business advisory, shareholder information and public relations services over a six month period under certain terms and conditions. These shares are restricted for a six month period from February 09, 2010. The cost of $140,000 is being expensed over a six month period from February 01, 2010.
NOTE 8 – Restated Financial Statements for the period ending June 30, 2009
The company has restated its financial statements as of and due to a series of accounting errors for the 6 months ended June 30, 2009 to reflect the following:
| 1. | Additional accounts payable. |
| 2. | Correct the calculation of weighted average number of common share and diluted loss per share due to common stock previously recorded as issued in 2008 but actually issued on March 11, 2009. |
| BALANCE SHEETS | | Original | | | Change | | | Restated | |
| | | | | | | | | | |
| CURRENT LIABILITES | | | | | | | | | |
| Accounts Payable | | | 38,450 | | | | (38,450 | ) | | | - | |
| Accounts Payable - Related Party | | | - | | | | 83,962 | | | | 83,962 | |
| Accounts Payable – Other | | | - | | | | 18,475 | | | | 18,475 | |
| Loan from Related Party | | | - | | | | 620 | | | | 620 | |
| TOTAL CURRENT LIABILITIES | | | 38,450 | | | | 64,607 | | | | 103,057 | |
| | | | | | | | | | | | | |
| STOCKHOLDERS' EQUITY | | | | | | | | | | | | |
| Common shares issued | | | 61,500 | | | | (600 | ) | | | 60,900 | |
| Additional Paid in Capital | | | 223,300 | | | | (9,400 | ) | | | 213,900 | |
| Accumulated Deficit | | | (323,250 | ) | | | (54,607 | ) | | | (377,857 | ) |
| Total Stockholders' Equity | | | (38,450 | ) | | | (64,607 | ) | | | (103,057 | ) |
| | | | | | | | | | | | | |
| STATEMENTS OF OPERATIONS | | | | | | | | | | | | |
| THREE MONTHS ENDED JUNE 30, 2009 | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | | | | | |
| Professional Fees | | | 6,309 | | | | 19,800 | | | | 26,109 | |
| Office - General Expenses | | | 5,001 | | | | - | | | | 5,001 | |
| Office-General Expenses - Related Party | | | - | | | | 3,668 | | | | 3,668 | |
| Management and Administration | | | | | | | | | | | | |
| Fees - Related Party | | | - | | | | 15,000 | | | | 15,000 | |
| Rent - Related Party | | | - | | | | 7,500 | | | | 7,500 | |
| Travel-Related Party | | | - | | | | 18,639 | | | | 18,639 | |
| TOTAL OPERATING EXPENSES | | | 11,310 | | | | 64,607 | | | | 75,917 | |
| | | | | | | | | | | | | |
| NET LOSS BEFORE INCOME TAXES | | | (11,310 | ) | | | (64,607 | ) | | | (75,917 | ) |
| PROVISION FOR INCOME TAX | | | - | | | | | | | | - | |
| NET LOSS FOR THE PERIOD | | | (11,310 | ) | | | (64,607 | ) | | | (75,917 | ) |
| | | | | | | | | | | | | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARE | | | 61,500,000 | | | | (600,000 | ) | | | 60,900,000 | |
| | | | | | | | | | | | | |
| STATEMENTS OF OPERATIONS | | | | | | | | | | | | |
| SIX MONTHS ENDED JUNE 30, 2009 | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| OPERATING EXPENSES | | | | | | | | | | | | |
| Professional Fees | | | 10,750 | | | | 19,800 | | | | 30,550 | |
| Office-General Expenses | | | 5,001 | | | | - | | | | 5,001 | |
| Office-General Expenses - Related Party | | | - | | | | 3,668 | | | | 3,668 | |
| Management and Administration | | | | | | | | | | | | |
| Fees - Related Party | | | - | | | | 15,000 | | | | 15,000 | |
| Rent - Related Party | | | - | | | | 7,500 | | | | 7,500 | |
| Travel-Related Party | | | - | | | | 18,639 | | | | 18,639 | |
| TOTAL OPERATING EXPENSES | | | 15,751 | | | | 64,607 | | | | 80,358 | |
| | | | | | | | | | | | | |
| NET LOSS BEFORE INCOME TAXES | | | (15,751 | ) | | | (64,607 | ) | | | (80,358 | ) |
| PROVISION FOR INCOME TAX | | | - | | | | | | | | - | |
| NET LOSS FOR THE PERIOD | | | (15,751 | ) | | | (64,607 | ) | | | (80,358 | ) |
| | | | | | | | | | | | | |
| BASIC AND DILUTED LOSS PER SHARE | | | (0.02 | ) | | | | | | | (0.00 | ) |
| | | | | | | | | | | | | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARE | | | 61,500,000 | | | | (528,730 | ) | | | 60,971,270 | |
| | | | | | | | | | | | | |
| STATEMENTS OF CASH FLOWS | | | | | | | | | | | | |
| SIX MONTHS ENDED JUNE 30, 2009 | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| OPERATING ACTIVITIES | | | | | | | | | | | | |
| Net Loss | | | (15,751 | ) | | | (64,607 | ) | | | (80,358 | ) |
| Accounts Payable | | | 15,751 | | | | (620 | ) | | | 15,131 | |
| Expenses paid on Company's behalf by related party | | | - | | | | 65,227 | | | | 65,227 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| NET CASH USED IN OPERATING ACTIVITIES | | | - | | | | - | | | | - | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
NOTE 9 – SUBSEQUENT EVENTS
The company has evaluated subsequent events through August 23, 2010, the date which the financial statements were available to be issued.
| · | The company approved a private placement on July 13, 2010. |
| · | On August 02, 2010 the company filed an 8K stating that Dennis Lorrig and Robert Malasek resigned as Directors and Officers on July 29, 2010. |
| · | On August 17, 2010 the company filed a Form 8K appointing Dr. Stewart Jackson to the Board of Directors. |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS.
The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements involve risks and uncertainties, including statements regarding Denarii Resources Inc.'s (the "Company") capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by
terminology such as "may", "will", "should", "expect", "plan”,” intend",
"anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports the Company files with the SEC. These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
As used in this quarterly report, the terms "we," "us," "our," and "our company" mean Denarii Resources Inc. unless otherwise indicated. All dollar amounts in this quarterly report are in U.S. dollars unless otherwise stated.
OVERVIEW.
Denarii Resources Inc. ("Denarii" or the "Company") was organized under the laws of the State of Nevada on March 23, 2006, to explore mining claims and property in North America.
The Company's property, known as McNabb Molybdenum, is located on the west side of Howe Sound near the headwaters of McNab Creek, approximately 40 km northwest of Vancouver, BC. The McNabb Molybdenum property comprises one mineral claim containing 12 cell claim units totaling 251.11 hectares.
We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer."
We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. A "blank check company" is defined by securities laws as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person.
RESULTS OF OPERATIONS FOR THE PERIOD ENDED JUNE 30, 2010.
The accompanying financial statements show that the Company has incurred a net loss of $292,559 for the six month period ended June 30, 2010 compared to a net loss of $80,358 for the six month period ended June 30, 2009, the company incurred a net loss of $175,287 for the three months ended June 30, 2010 compared to $75,917 for the three month period ended June 30, 2009 and has not yet generated any revenues The increased losses in the current quarter are due to increased management and operating expenses. We anticipate that we will not earn revenues until such time as we have entered into commercial production, if any, of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.
LIQUIDITY AND FINANCIAL CONDITION.
Based on our current operating plan, we do not expect to generate revenue that is sufficient to cover our expenses for at least the next year. In addition, we do not have sufficient cash and cash equivalents to execute our operations for the next year. We will need to obtain additional financing to operate our business for the next twelve months. We will raise the capital necessary to fund our business through a private placement and public offering of our common stock. Additional financing, whether through public or private equity or debt financing, arrangements with shareholders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital. If we issue additional equity securit ies to raise funds, the ownership percentage of our existing shareholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations.
OFF-BALANCE SHEET ARRANGEMENTS.
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
INFLATION.
In the opinion of management, inflation has not had a material effect on our operations.
STOCK OPTION PLAN
The Company currently has no stock option plan.
RESEARCH AND DEVELOPMENT EXPENDITURES.
We have not incurred any research or development expenditures since our incorporation.
PATENTS AND TRADEMARKS.
We do not own, either legally or beneficially, any patent or trademark.
REGISTRATION STATEMENT.
On June 27, 2006, we filed a SB-1 with the Security and Exchange Commission as defined in Rule 12b-2 (ss. 240.12b-2) of the Securities Exchange Act of 1934 (the "Exchange Act"). The purpose of this registration was to register a class of securities under Section 12 (g) of the Exchange Act. In July of 2006, The Company filed an amendment to the registration statement on the form SB-1.
HOLDERS OF OUR COMMON STOCK.
As of June 30, 2010, we had 200 stockholder(s) holding 61,900,000 shares of our common stock.
DIVIDENDS.
There are no restrictions in our articles of incorporation or by laws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1. We would not be able to pay our debts as they become due in the usual course of business; or
2. Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
ITEM 3. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management evaluated, with the participation of our Directors, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Director concluded that our disclosure controls and procedures are not effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Com mission’s rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management’s assessment of the effectiveness of our internal control over financial reporting is expressed at not an effective level that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system’s objectives will be met.
CHANGES INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal controls over financial reporting that occurred during the period covered by this quarterly report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to our security holders for a vote during the period ending June 30, 2010.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
| Exhibit Number | | Description of Exhibit |
| | | |
| 3.1 | | Articles of Incorporation (1) |
| 3.2 | | Bylaws (1) |
| 31.1 | | Certification by Chief Executive Officer and ChiefFinancial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Actof 2002, filed herewith |
| 32.1 | | Certification by Chief Executive Officer and Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith |
(1) Filed with the SEC as an exhibit to our Form SB-1 Registration Statement originally filed on March 23, 2006.
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | |
| Date: August 25, 2010 | By: | /s/ Dr. Stewart A. Jackson | |
| | | Name : Dr. Stewart A. Jackson | |
| | | Title: Chief Executive Officer, President Secretary, and Director (Principal Executive Officer) | |
| | | | |
