UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| [X] | QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 | |
| FOR THE QUARTERLY PERIOD ENDED MAY 31, 2008 | |
| OR | |
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
| EXCHANGE ACT OF 1934 | |
Commission file number000-53269
RIDGESTONE RESOURCES, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
1806 London Street
New Westminster, British Columbia
Canada V3M 3E3
(Address of principal executive offices, including zip code.)
(778) 227-0111
(telephone number, including area code)
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 last 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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | 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: 63,980,000 as of July 11, 2008.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| Ridgestone Resources, Inc. | ||||||
| (An Exploration Stage Company) | ||||||
| Balance Sheets | ||||||
| (Expressed in US Dollars) | ||||||
| May 31, | February 29, | |||||
| 2008 | 2008 | |||||
| (Unaudited) | ||||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash | $ | 626 | $ | 688 | ||
| Total Assets | $ | 626 | $ | 688 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) | ||||||
| Current Liabilities | ||||||
| Accounts payable and accrued liabilities | $ | 10,455 | $ | 6,163 | ||
| Due to related party | 6,813 | 6,510 | ||||
| Total current liabilities | 17,268 | 12,673 | ||||
| Stockholders' Equity (Deficiency) | ||||||
| Preferred Stock, $0.00001 par value; | ||||||
| authorized 100,000,000 shares, none issued and outstanding | - | - | ||||
| Common Stock, $0.00001 par value; authorized 100,000,000 shares, | ||||||
| issued and outstanding | ||||||
| 63,980,000 and 63,980,000 shares , respectively | 640 | 640 | ||||
| Additional paid-in capital | 39,010 | 36,760 | ||||
| Deficit accumulated during the exploration stage | (56,292 | ) | (49,385 | ) | ||
| Total Stockholders' Equity (Deficiency) | (16,642 | ) | (11,985 | ) | ||
| Total Liabilities and Stockholders' Equity (Deficiency) | $ | 626 | $ | 688 | ||
| See notes to financial statements. | ||||||
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| Ridgestone Resources, Inc. | |||||||||
| (An Exploration Stage Company) | |||||||||
| Statements of Operations | |||||||||
| (Expressed in US Dollars) | |||||||||
| (Unaudited) | |||||||||
| Period from | |||||||||
| For the three | For the three | September 12, 2006 | |||||||
| months ended | months ended | (Date of Inception) | |||||||
| May 31, 2008 | May 31, 2007 | To May 31, 2008 | |||||||
| Revenue | $ | - | $ | - | $ | - | |||
| Costs and expenses | |||||||||
| General and administrative expenses | 6,907 | 9,417 | 51,925 | ||||||
| Impairment of mineral property costs | - | - | 3,300 | ||||||
| Mineral property exploration and carrying costs | - | - | 1,067 | ||||||
| Total costs and expenses | 6,907 | 9,417 | 56,292 | ||||||
| Net Loss | $ | (6,907 | ) | $ | (9,417 | ) | $ | (56,292 | ) |
| Net loss per share | |||||||||
| Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||
| Weighted Average Shares Outstanding | |||||||||
| Basic and Diluted | 63,980,000 | 63,856,737 | |||||||
| See notes to financial statements. | |||||||||
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| Ridgestone Resources, Inc. | ||||||||||||
| (An Exploration Stage Company) | ||||||||||||
| Statements of Stockholders' Equity (Deficiency) | ||||||||||||
| For the Period September 12, 2006 (Inception) to May 31, 2008 | ||||||||||||
| (Expressed in US Dollars) | ||||||||||||
| Deficit | ||||||||||||
| Accumulated | ||||||||||||
| Common Stock, $0.00001 | Additional | During the | ||||||||||
| par value | paid-in | Exploration | ||||||||||
| Shares | Amount | capital | Stage | Total | ||||||||
| Common shares sold for cash at $0.00014 per share | 35,000,000 | $ | 350 | $ | 4,650 | $ | - | $ | 5,000 | |||
| Common shares sold for cash at $0.00143 per share, | ||||||||||||
| less offering costs of $12,500 | 27,090,000 | 271 | 25,929 | - | 26,200 | |||||||
| Donated services and expenses | - | - | 4,500 | - | 4,500 | |||||||
| Net Loss | - | - | - | (11,777 | ) | (11,777 | ) | |||||
| Balance - February 28, 2007 | 62,090,000 | 621 | 35,079 | (11,777 | ) | 23,923 | ||||||
| Common stock issued for cash at 0.00143 per share | ||||||||||||
| less offering costs of $10,000 | 1,890,000 | 19 | (7,319 | ) | - | (7,300 | ) | |||||
| Donated services and expenses | - | - | 9,000 | - | 9,000 | |||||||
| Net Loss | - | - | - | (37,608 | ) | (37,608 | ) | |||||
| Balance - February 29, 2008 | 63,980,000 | $ | 640 | $ | 36,760 | $ | (49,385 | ) | $ | (11,985 | ) | |
| Unaudited: | ||||||||||||
| Donated services and expenses | - | - | 2,250 | - | 2,250 | |||||||
| Net Loss | - | - | - | (6,907 | ) | (6,907 | ) | |||||
| Balance - May 31, 2008 | 63,980,000 | 640 | 39,010 | (56,292 | ) | (16,642 | ) | |||||
| See notes to financial statements. | ||||||||||||
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| Ridgestone Resources, Inc. | |||||||||
| (An Exploration Stage Company) | |||||||||
| Statements of Cash Flows | |||||||||
| (Expressed in US Dollars) | |||||||||
| (Unaudited) | |||||||||
| Period from | |||||||||
| For the three | For the three | September 12, 2006 | |||||||
| months ended | months ended | (Date of Inception) | |||||||
| May 31, 2008 | May 31, 2007 | To May 31, 2008 | |||||||
| Cash Flows from Operating Activities | |||||||||
| Net loss | $ | (6,907 | ) | $ | (9,417 | ) | $ | (56,292 | ) |
| Adjustments to reconcile net loss to net cash | |||||||||
| provided by operating activities: | |||||||||
| Donated services and expenses | 2,250 | 2,250 | 15,750 | ||||||
| Impairment of mineral property costs | - | - | 3,300 | ||||||
| Change in operating assets and liabilities: | |||||||||
| Accounts payable and accrued liabilities | 4,292 | (12,330 | ) | 10,455 | |||||
| Due to related party | 303 | 489 | 6,813 | ||||||
| Net cash used for operating activities | (62 | ) | (19,008 | ) | (19,974 | ) | |||
| Cash Flows from Investing Activities | |||||||||
| Mineral property acquisition costs | - | - | (3,300 | ) | |||||
| Net cash used for investing activities | - | - | (3,300 | ) | |||||
| Cash Flows from Financing Activities | |||||||||
| Proceeds from sales of common stock | - | 2,700 | 46,400 | ||||||
| Offering costs incurred | - | - | (22,500 | ) | |||||
| Net cash provided by financing activities | - | 2,700 | 23,900 | ||||||
| (Decrease) Increase in cash | (62 | ) | (16,308 | ) | 626 | ||||
| Cash - beginning of period | 688 | 39,827 | - | ||||||
| Cash - end of period | $ | 626 | $ | 23,519 | $ | 626 | |||
| Supplemental disclosures of cash flow information: | |||||||||
| Interest paid | $ | - | $ | - | $ | - | |||
| Income taxes paid | $ | - | $ | - | $ | - | |||
| See notes to financial statements. | |||||||||
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Ridgestone Resources, Inc.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2008
(Unaudited)
Note 1. Exploration Stage Company
The Company was incorporated in the State of Nevada on September 12, 2006. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standards (“SFAS”) No.7 “Accounting and Reporting by Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.
These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at May 31, 2008, the Company has accumulated losses of $56,292 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not includ e any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 2. Interim Financial Information
The unaudited financial statements as of May 31, 2008 and for the three months ended May 31, 2008 and 2007 and for the period September 12, 2006 (inception) to May31, 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 May 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 three-month period ended May 31, 2008 is n ot necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending February 28, 2009. The balance sheet at February 28, 2008 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 February 28, 2008 as included in our Form 10-K filed with the Securities and Exchange Commission on May 29, 2008.
Note 3. Related Party Balances/Transactions
| a) | The Company receives office space and services from the President of the Company at no cost to the Company. For accounting purposes, the estimated fair value of these donated services ($250 per month for the office space, $500 per month for the services) is included in general and administrative expenses and additional paid-in capital is increased by the same amounts. For the years ended May 31, 2008 and 2007, the Company expensed $750 (May 31, 2007 - $750) in donated rent and $1,500 (May 31, 2008 - $1,500) in donated services. | |
| b) | As at May 31, 2008, the Company is indebted to the President of the Company for $6,813 (February 29, 2008 - $6,510) representing expenses paid on behalf of the Company. This amount is unsecured, non-interest bearing and has no repayment terms. | |
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Ridgestone Resources, Inc.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2008
(Unaudited)
Note 4. Mineral Property
On September 21, 2006, the Company acquired a 100% interest in a mineral claim located in British Columbia, Canada, in consideration for $3,300. The claims are registered in the name of the President of the Company, who has executed a trust agreement whereby the President agreed to hold the claims in trust on behalf of the Company. There are situations that could prevent the Company from obtaining clear title to the mineral claims such as the bankruptcy or death of the President. The cost of the mineral property was initially capitalized. At February 28, 2007, the Company recognized an impairment loss of $3,300, as it had not yet been determined whether there are proven or probable reserves on the property.
Note 5. Common Stock
| a) | On September 19, 2006, the Company issued 35,000,000 shares of common stock at $0.00014 per share to the President of the Company for cash proceeds of $5,000. | |
| b) | During the period ended February 28, 2007, the Company accepted stock subscriptions for 27,090,000 shares of common stock at $0.00143 per share for cash proceeds of $38,700. | |
| c) | In March 2007, the Company accepted stock subscriptions for 1,890,000 shares of common stock at $0.00143 per share for cash proceeds of $2,700. | |
| d) | On June 18, 2007, the Securities and Exchange Commission declared effective the Company’s registration statement on Form SB-2 to register for sale the 28,980,000 shares of common stock owned by its stockholders other than the president. The Company will not receive any proceeds from such sales. | |
| e) | On May 28, 2008, the Company effected a 7 to 1 forward stock split of its common stock. As a result, the issued and outstanding shares of common stock increased from 9,140,000 shares of common stock to 63,980,000 shares of common stock. All share amounts have been retroactively adjusted for all periods presented. | |
Note 6. Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At May 31, 2008, the Company had a net operating loss carry forward of $40,542, which expires $7,277 in 2027, $28,608 in 2028 and $4,657 in 2029. Pursuant to SFAS No.109, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of the net operating loss have not been recognized in these financial statements because the Company has not determined it to be more likely than not that it will utilize the net operating loss carry forward in future years. At May 31, 2008, the valuation allowance established against the deferred tax asset is $13,784.
Current United States income tax laws limit the amount of loss available to offset against future taxable income when a substantial change on ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the 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 statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our 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. Our only other source for cash at this time is investment by others in our complete private placement. The cash we raised will allow us to stay in business for at least one year. Our success or failure will be determined by what we find under the ground.
To meet our need for cash we raised money from our private placement. If we find mineralized material and it is economically feasible to remove the mineralized material, 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 second public offering, a private placement of securities, or loans from our officers or others.
Our sole officer and director 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, a reserve.
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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 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 conduct 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.
Milestones
The following are our milestones:
1. Summer 2008 - We will retain a consultant to manage the exploration of the property. There are a number of mining consultants located in Vancouver, British Columbia that we intend to interview. At this time, we have not hired a consultant. We believe that the cost will run between $5,000 and $15,000. We are allowing 90 days to interview and hire our consultant.
2. Fall 2008 - core drilling. Core drilling will cost $20 per foot. We plan to drill 15 holes to a depth of 100 feet. The total cost will be $30,000. Core drilling will be subcontracted to non-affiliated third parties. No power source is needed for core drilling. The drilling rig operates on diesel fuel. All electric power needed, for light and heating while on the property will be generated from gasoline powered generators. Time to conduct the core drilling - 120 days.
3. Winter 2008 - have an independent third party analyze the samples from the core drilling. Determine if mineralized material is below the ground. If mineralized material is found, define the body. We estimate that it will cost $4,500 to analyze the core samples and will take 30 days.
All funds for the foregoing activities have been obtained from our private placement.
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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 September 12, 2006
We acquired the right to explore one property containing twelve cells. We do not own any interest in any property, but merely have the right to conduct exploration activities on one property. We have staked the property and will begin our exploration in the Spring of 2008.
On June 16, 2008, we entered into a non-binding letter of intent with China Bright Technology Development Limited (“China Bright”) to acquire a license to use all of China Bright’s patent and intellectual rights for the purpose of manufacturing, marketing, and distributing products designed to reduce gas emissions by motor vehicles. The China Bright patents and intellectual rights are directed at the use of hydrogen technology to reduce gas emissions in motor vehicles. The letter of intent calls for us to execute a definitive licensing agreement on or before July 1, 2008 with China Bright. The territory to be covered be the license will be the European Union and the United States of America. The fee for license will be $3,500,000 payable as follows: $1,200,000 by August 31, 2009. In addition we will be obligated to issue to China Bright, an amount of common stock equal to 60% of our total out standing common shares. All of the foregoing is subject to the execution of a definitive licensing agreement.
Liquidity and Capital Resources
As of the date of this report, we have yet to generate any revenues from our business activities.
We issued 35,000,000 shares of common stock through a private placement pursuant to Regulation S of the Securities Act of 1933 to Pardeep Sarai, our sole officer and director in September 2006, in consideration of $5,000. The shares were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.
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In March 2007, we completed a private placement of 28,980,000 restricted shares of common stock pursuant to Reg. S of the Securities Act of 1933 and raised $41,400. All of the shares were sold to non-US persons and all transactions closed outside the United States of America. This was accounted for as a purchase of shares of common stock.
As of May 31, 2008, our total assets were $626 and our total liabilities were $17,268.
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
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this r eport pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
Changes in Internal Controls
We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.
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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On June 12, 2008, the Company effected a seven-for-one stock split. The par value of the common stock will remain $0.00001 per share and the number of authorized shares of common stock and preferred stock will remain 100,000,000 shares each. The information contained in this report reflects the stock split.
ITEM 6. EXHIBITS.
The following documents are included herein:
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to |
| Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to section |
| 906 of the Sarbanes-Oxley Act of 2002. | |
| 99.1 | Letter of Intent between Ridgestone Resources, Inc., China Bright Technology |
| Development Limited, GreenChek Energy and Lincoln Parke. | |
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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 14th day of July, 2008.
| RIDGESTONE RESOURCES, INC. | ||
| BY: | PARDEEP SARAI | |
| Pardeep Sarai, President, Principal Executive | ||
| Officer, Secretary, Treasurer, Principal Financial | ||
| Officer, Principal Accounting Officer, and sole | ||
| member of the Board of Directors. | ||
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EXHIBIT INDEX
| Exhibit No. | Document Description |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to |
| Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to section |
| 906 of the Sarbanes-Oxley Act of 2002. | |
| 99.1 | Letter of Intent between Ridgestone Resources, Inc., China Bright Technology |
| Development Limited, GreenChek Energy and Lincoln Parke. | |
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