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 November 30, 2011
.TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
Commission File Number 333-167275
MOKITA VENTURES, INC.
(Name of small business issuer in its charter)
| | |
Nevada | | 46-0525378 |
(State of incorporation) | | (I.R.S. Employer Identification No.) |
7695 SW 104th St., Suite 210
Miami, FL 33156
(Address of principal executive offices)
(305) 663-7140
(Registrant’s telephone number)
with a copy to:
Carrillo Huettel, LLP
3033 Fifth Ave. Suite 400
San Diego, CA 92103
Telephone (619) 546-6100
Facsimile (619) 546-6060
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
(Not required) Yes . 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.
| | | |
Large accelerated filer | . | Accelerated filer | . |
Non-accelerated filer | . (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 . No X.
As of January 19, 2012, there were 7,800,000shares of the registrant’s $0.001 par value common stock issued and outstanding.
MOKITA VENTURES, INC.*
| | |
TABLE OF CONTENTS | Page |
| |
PART I. FINANCIAL INFORMATION | |
| |
ITEM 1. | FINANCIAL STATEMENTS | 3 |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 11 |
ITEM 3. | QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK | 13 |
ITEM 4. | CONTROLS AND PROCEDURES | 13 |
| |
PART II. OTHER INFORMATION | |
| |
ITEM 1. | LEGAL PROCEEDINGS | 14 |
ITEM 1A. | RISK FACTORS | 14 |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 14 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 14 |
ITEM 4. | [REMOVED AND RESERVED] | 14 |
ITEM 5. | OTHER INFORMATION | 14 |
ITEM 6. | EXHIBITS | 15 |
| |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Mokita Ventures, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, except as otherwise indicated by the context, references in this report to “Company”, “MKIT”, “we”, “us” and “our” are references to Mokita Ventures, Inc.
2
PART I - FINANCIALINFORMATION
ITEM 1.
FINANCIAL STATEMENTS
MOKITA VENTURES, INC.
(An Exploration Stage Company)
Financial Statements
For the Period Ended November 30, 2011
| |
Index |
| |
Balance Sheets (unaudited) | 4 |
| |
Statements of Operations (unaudited) | 5 |
| |
Statements of Cash Flows (unaudited) | 6 |
| |
Notes to the Financial Statements (unaudited) | 7 |
3
MOKITA VENTURES, INC.
(An Exploration Stage Company)
Balance Sheets
(unaudited)
| | | |
| | November 30, 2011 $ | February 28, 2011 $ |
| | | |
ASSETS | | | |
| | | |
Cash | | 4,858 | 1,141 |
Prepaid expense and deposits | | – | 1,000 |
| | | |
Current Assets | | 4,858 | 2,141 |
| | | |
Oil and gas properties - unproved | | 82,170 | – |
| | | |
Total Assets | | 87,028 | 2,141 |
| | | |
LIABILITIES | | | |
| | | |
Current Liabilities | | | |
| | | |
Accounts payable | | 26,250 | 2,636 |
Due to related parties | | 162,000 | 4,500 |
| | | |
Total Liabilities | | 188,250 | 7,136 |
| | | |
STOCKHOLDERS’ DEFICIT | | | |
| | | |
Common Stock Authorized: 100,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 7,800,000 and 4,800,000 common shares, respectively | | | |
| | |
| 7,800 | 4,800 |
| | | |
Additional paid-in capital | | 70,200 | 43,200 |
| | | |
Accumulated deficit during the exploration stage | | (179,222) | (52,995) |
| | | |
Total Stockholders’ Deficit | | (101,222) | (4,995) |
| | | |
Total Liabilities and Stockholders’ Deficit | | 87,028 | 2,141 |
| | | |
Nature of operations and continuance of business (Note 1) | | | |
(The accompanying notes are an integral part of these financial statements)
4
MOKITA VENTURES, INC.
(An Exploration Stage Company)
Statements of Operations
(unaudited)
| | | | | |
| For the three months ended November 30, 2011 $ | For the three months ended November 30, 2010 $ | For the nine months ended November 30, 2011 $ | For the nine months ended November 30, 2010 $ | Accumulated from April 21, 2009 (Date of Inception) to November 30, 2011 $ |
|
|
|
|
|
|
Revenues | 977 | – | 1,212 | – | 1,212 |
| | | | | |
Operating Expenses | | | | | |
| | | | | |
General and Administrative | 22,934 | 2,101 | 92,575 | 2,101 | 116,176 |
Professional Fees | 11,250 | 5,570 | 34,864 | 22,623 | 64,258 |
| | | | | |
Total Operating Expenses | 34,184 | 7,671 | 127,439 | 24,724 | 180,434 |
| | | | | |
Net Loss | (33,207) | (7,671) | (126,227) | (24,724) | (179,222) |
| | | | | |
Net Loss per Share – Basic and Diluted | – | – | (0.02) | (0.01) | |
| | | | | |
Weighted Average Shares Outstanding – Basic and Diluted | 7,800,000 |
3,675,824 | 6,261,818 | 2,220,000 | |
| | | | | |
(The accompanying notes are an integral part of these financial statements)
5
MOKITA VENTURES, INC.
(An Exploration Stage Company)
Statements of Cashflow
(unaudited)
| | | |
|
For the nine months ended November 30, 2011 $ |
For the nine months ended November 30, 2010 $ |
Accumulated from April 21, 2009 (Date of Inception) November 30, 2011 $ |
| | | |
Operating Activities | | | |
| | | |
Net loss for the period | (126,227) | (24,724) | (179,222) |
| | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | |
Shares issued for management bonuses | 30,000 | – | 30,000 |
| | | |
Changes in operating assets and liabilities: | | | |
| | | |
Prepaid expense and deposits | 1,000 | (1,000) | – |
Accounts payable | 23,614 | 2,447 | 26,250 |
| | | |
Net Cash Used In Operating Activities | (71,613) | (23,277) | (122,972) |
| | | |
Investing Activities | | | |
| | | |
Purchase of oil and gas property | (82,170) | – | (82,170) |
| | | |
Net Cash Used In Investing Activities | (82,170) | – | (82,170) |
| | | |
Financing Activities | | | |
| | | |
Proceeds from issuance of common shares | – | 45,500 | 48,000 |
Proceeds from a related party | 157,500 | 4,500 | 162,000 |
| | | |
Net Cash Provided By Financing Activities | 157,500 | 50,000 | 210,000 |
| | | |
Increase in Cash | 3,717 | 26,723 | 4,858 |
| | | |
Cash – Beginning of Period | 1,141 | – | – |
| | | |
Cash – End of Period | 4,858 | 26,723 | 4,858 |
| | | |
| | | |
Supplemental disclosures | | | |
| | | |
Interest paid | – | – | – |
Income tax paid | – | – | – |
| | | |
| | | |
(The accompanying notes are an integral part of these financial statements)
6
MOKITA VENTURES, INC.
(An Exploration Stage Company)
Notes to the Financial Statements
(unaudited)
1.
Nature of Operations and Continuance of Business
Mokita Ventures, Inc. (the “Company”) was incorporated in the State of Nevada on April 21, 2009. The Company is an exploration stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915,Development Stage Entities. The Company’s principal operations were to provide credit card payment systems. In April 2010, the Company acquired working interests in unproven oil and gas properties and changed its’ principal operations to the acquisition and development of oil and gas properties.
Going Concern
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at November 30, 2011, the Company has not recognized any revenue, has a working capital deficit of $183,392 and an accumulated deficit of $179,222. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include 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.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is February 28.
b)
Use of Estimates
The preparation of financial statements in conformity with US GAAP 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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c)
Interim Financial Statements
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
7
MOKITA VENTURES, INC.
(An Exploration Stage Company)
Notes to the Financial Statements
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
d)
Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
e)
Foreign Currency Translation
The Company’s functional currency is the Canadian dollar and its reporting currency is the United States dollar. The financial statements of the Company are translated to United States dollars in accordance with ASC 830,Foreign Currency TranslationMatters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars.
f)
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260,Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
g)
Financial Instruments
Pursuant to ASC 820,Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
8
MOKITA VENTURES, INC.
(An Exploration Stage Company)
Notes to the Financial Statements
(unaudited)
2.
Summary of Significant Accounting Policies(continued)
The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
h)
Comprehensive Loss
ASC 220,Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30 and February 28, 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
i)
Oil and Gas Properties
The Company utilizes the full-cost method of accounting for petroleum and natural gas properties. Under this method, the Company capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs, geological and geophysical expenditures, lease rentals on undeveloped properties and costs of drilling of productive and non-productive wells into the full cost pool on a country by country basis. When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves proved and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves. The costs of unproved properties are not amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such determination is made the Company assesses annually whether impairment has occurred, and includes in the amortization base drilling exploratory dry holes associated with unproved properties.
The Company applies a ceiling test to the capitalized cost in the full cost pool. The ceiling test limits such cost to the estimated present value, using a ten percent discount rate, of the future net revenue from proved reserves, based on current economic and operating conditions. Specifically, the Company computes the ceiling test so that capitalized cost, less accumulated depletion and related deferred income tax, do not exceed an amount (the ceiling) equal to the sum of: (A) The present value of estimated future net revenue computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current cost) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus (B) the cost of property not being amortized; plus (C) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; less (D) income tax effects related to differences between the book and tax basis of the property.
For unproven properties, the Company excludes from capitalized costs subject to depletion, all costs directly associated with the acquisition and evaluation of the unproved property until it is determined whether or not proved reserves can be assigned to the property. Until such a determination is made, the Company assesses the property at least annually to ascertain whether impairment has occurred. In assessing impairment the Company considers factors such as historical experience and other data such as primary lease terms of the property, average holding periods of unproved property, and geographic and geologic data. The Company adds the amount of impairment assessed to the cost to be amortized subject to the ceiling test.
9
MOKITA VENTURES, INC.
(An Exploration Stage Company)
Notes to the Financial Statements
(unaudited)
2.
Summary of Significant Accounting Policies(continued)
j)
Asset Retirement Obligations
The Company follows the provisions of ASC 410,Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.
k)
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations
3.
Oil and Gas Properties
a)
On May 12, 2011, the Company entered into a participation agreement to acquire a 6% working interest in oil and gas properties located in Noble County, Oklahoma for $32,670.
b)
On May 31, 2011, the Company entered into a participation agreement to acquire a 1% working interest in oil and gas properties located in Stephens County, Oklahoma for $49,500.
4.
Related Party Transactions
a)
As at November 30, 2011, the Company owes $4,500 (February 28, 2011 - $4,500) to the former President and Director of the Company for the funding of general operations. The amount owing is unsecured, non-interest bearing, and due on demand.
b)
As at November 30, 2011, the Company owes $124,830 (February 28, 2011 - $nil) to a Director of the Company for the funding of general operations. The amount owing is unsecured, non-interest bearing, and due on demand.
c)
As at November 30, 2011, the Company owes $32,670 (February 28, 2011 - $nil) to a shareholder of the Company for funding of acquisition of unproven oil and gas properties. The amount owing is unsecured, non-interest bearing, and due on demand.
5.
Common Shares
On July 19, 2011, the Company issued 3,000,000 common shares to directors and officers of the Company with a fair value of $30,000. The common shares were valued using the fair value of the services rendered to the company as there was a lack of a liquid market for the common shares on the date of issuance.
6.
Subsequent Events
There were no subsequent events items as of the date of the filing of these financial statements.
10
ITEM2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
RESULTS OF OPERATIONS
Working Capital
| | |
| November 30, 2011 $ | February 28, 2011 $ |
Current Assets | 4,858 | 2,141 |
Current Liabilities | 188,250 | 7,136 |
Working Capital (Deficit) | (183,392) | (4,995) |
Cash Flows
| | |
| Nine months ended November 30, 2011 $ | Nine months ended November 30, 2010 $ |
Cash Flows from (used in) Operating Activities | (71,613) | (23,277) |
Cash Flows from (used in) Investing Activities | (82,170) | - |
Cash Flows from (used in) Financing Activities | 157,500 | 50,000 |
Net Increase (decrease) in Cash During Period | 3,717 | 26,723 |
Operating Revenues
During the nine months ended November 30, 2011, the Company recorded revenues of $1,212 compared with $nil during the nine months ended November 30, 2010.
Operating Expenses and Net Loss
Operating expenses for the three months ended November 30, 2011 was $34,184 compared with $7,671 for the three months ended November 30, 2010. The increase in operating expenses were attributed to higher general and administrative activities as the Company raised more debt financing from related parties during the current year.
Operating expenses for the nine months ended November 30, 2011 was $127,439 compared with $24,724 for the nine months ended November 30, 2010. The increase in operating expenses were attributed to higher general and administrative activities as the Company raised more debt financing from related parties during the current year.
Overall, net loss for the nine months ended November 30, 2011 was $126,227 compared with $24,724 for the nine months ended November 30, 2010. The net loss per share was $0.02 for the nine months ended November 30, 2011 compared with a net loss of $0.01 per share for the nine months ended November 30, 2010.
11
Liquidity and Capital Resources
As at November 30, 2011, the Company had a cash balance of $4,858 compared with $1,141 at February 28, 2011. The increase in cash was attributed to financing of $150,000 received from a related party for acquisition of oil and gas properties and $7,500 for working capital purposes. The total asset balance as at November 30, 2011 was $4,858 compared to $2,141 at February 28, 2011. The increase in total assets was attributed to increases of cash due to additional financing raised that remains unspent.
As at November 30, 2011, the Company had total liabilities of $188,250 compared with $7,136 at February 28, 2011. The increase in total liabilities was attributed to an increase in amounts owing to related parties of $157,500 based on financing received from related parties during the period.
Cashflow from Operating Activities
During the period ended November 30, 2011, the Company used $71,613 of cash for operating activities compared to the use of $23,277 of cash for operating activities during the period ended November 30, 2010. The change in net cash used in operating activities is attributed to the fact that the majority of the transactions during the period related to investing and financing activities.
Cashflow from Investing Activities
During the period ended November 30, 2011, the Company incurred $82,170 of cashflow from investing activities relating to the acquisition of a 1% working interest in unproven oil and gas properties in Stephens County, Oklahoma for $49,500, and $32,670 for a 6% working interest in unproven oil and gas properties in Noble County, Oklahoma.
Cashflow from Financing Activities
During the period ended November 30, 2011, the Company received $157,500 of cash from financing activities compared to $50,000 for the period ended November 30, 2010. The change in cash flows from financing activities is attributed to financing received from related parties totaling $150,000, which is unsecured, non-interest bearing, and due on demand. In prior year, the Company received $45,500 from the issuance of common shares and $4,500 from related parties.
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.
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 are material to stockholders.
12
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out 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 pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of November 30, 2011, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on June 14, 2011, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over 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 our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
13
PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS.
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A.
RISK FACTORS.
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 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
1.
Quarterly Issuances:
During the quarter, we did not issue any unregistered securities other than as previously disclosed.
2.
Subsequent Issuances:
Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4.
[REMOVED AND RESERVED].
ITEM 5.
OTHER INFORMATION.
None.
14
ITEM 6.
EXHIBITS
| | |
Exhibit | | |
Number | Description of Exhibit | Filing |
3.01 | Articles of Incorporation | Filed with the SEC on June 3, 2010 as part of our Registration Statement on Form S-1. |
3.01(a) | Certificate of Amendment to Articles of Incorporation | Filed with the SEC on June 3, 2010 as part of our Registration Statement on Form S-1. |
3.01(b) | Certificate of Amendment to Articles of Incorporation | Filed with the SEC on July 22, 2011 as part of our Current Report on Form 8-K. |
3.02 | Bylaws | Filed with the SEC on June 3, 2010 as part of our Registration Statement on Form S-1. |
10.01 | Form of Subscription Agreement | Filed with the SEC on July 12, 2010 as part of our Amended Registration Statement on Form S-1/A. |
10.02 | Participation Agreement between the Company and Buckeye Exploration Company dated May 12, 2011 | Filed with the SEC on May 16, 2011 as part of our Current Report on Form 8-K. |
10.03 | Participation Agreement between the Company and Premier Operating Company dated May 31, 2011 | Filed with the SEC on June 8, 2011 as part of our Current Report on Form 8-K. |
10.04 | Investor Relations Agreement between the Company and LiveCall Investor Relations Company dated April 28, 2011 | Filed with the SEC on June 14, 2011 as part of our Annual Report on Form 10-K. |
16.01 | Letter from former accountant Child, Van Wagoner & Bradshaw PLLC dated June 22, 2011 to the SEC | Filed with the SEC on June 28, 2011 as part of our Current Report on Form 8-K. |
31.01 | Certification of Principal Executive Officer Pursuant to Rule 13a-14 | Filed herewith. |
31.02 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | Filed herewith. |
32.01 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Filed herewith. |
101.INS* | XBRL Instance Document | Filed herewith. |
101.SCH* | XBRL Taxonomy Extension Schema Document | Filed herewith. |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | Filed herewith. |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. |
*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
15
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | |
| | |
| | MOKITA VENTURES, INC. |
| | |
Dated: January 20, 2012 | | /s/ Irma N. Colón-Alonso |
| | By: Irma N. Colón-Alonso |
| | Its: Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| |
Dated: January 20, 2012 | /s/ Irma N. Colón-Alonso |
| By: Irma N. Colón-Alonso Its: Director |
| |
Dated: January 20, 2012 | /s/ Eric P. Littman |
| By: Eric P. Littman Its: Director |
16
