The accompanying notes are an integral part of these unaudited financial statements.
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LMK GLOBAL RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
Note 1 — Basis of Presentation
The accompanying unaudited interim financial statements of LMK Global Resources, Inc., f/k/a Verilink Corporation, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Verilink's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the year ended June 30, 2012 as reported in the Form 10-K have been omitted.
Note 2 — Going Concern
As shown in the accompanying financial statements, the Company has a working capital deficit of $58,996 as of September 30, 2012 and is not currently generating revenue from operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. Management has established plans to begin generating revenues and decrease debt. These plans, if successful, will mitigate the factors, which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
Note 3 —Related Party
As of September 30, 2012, the Company currently has related party advances of $47,015 due to a major shareholder, for operating expenses paid on the Company’s behalf. The related party advances bear an interest rate of 8%, is unsecured and is payable upon demand. We have accrued $11,384 in interest to IACE since emerging from bankruptcy.
During the quarter ended September 30, 2012, a shareholder has paid expenses of $14,596 on behalf of the Company which has been recorded as contributed capital.
Note 4 — Equity
On August 20, 2012, the Company effected a 3:1 stock dividend.
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Item 2. Management’s Discussion and Analysis
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE LITIGATION REFORM ACT OF 1995. Statements contained in this filing that are not based on historical fact, including without limitation statements containing the words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words, constitute "forward-looking statements". These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. These factors include, among others, the following: general economic and business conditions in which LMK Global Resources, Inc. ("we", "LMK" or “Company”) operates; technology changes; the competition we face; changes in our business strategy or development plans; existing governmental regulations and changes in, or our failure to comply with, governmental regulations; liability and other claims asserted against us; and other factors referenced in our filings with the Securities and Exchange Commission.
Description of Business.
Company Overview
LMK Global Resources, Inc, f/k/a LMK Corporation, (“we”, “our”, “LMK”, or “the company”) was an exploration stage company that was previously engaged in the acquisition, exploration and development of mineral properties. As of the date of this filing, we have not generated any revenues after emerging from Bankruptcy. Due to depressed market conditions associated with the cost of acquiring oil and gas properties, the Company’s management elected to become an exploration stage company to acquire certain options on oil and gas leases at far more favorable terms than in the State of Colorado. As reported by the Company on Form 8-K filed on February 10, 2009, the Company entered into an Agreement with Osage Land to acquire certain oil and gas leases in Phillips County, State of Colorado.
LMK Global Resources, Inc was incorporated on October 26, 1986 in the state of Delaware. We and our former subsidiary, Larscom Incorporated, a Delaware corporation, filed Voluntary Petitions for Relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Alabama (the “Court”), Case numbers 06-50866 and 06-80567 (the “Case” or “Cases”)..The Bankruptcy Court issued an Order Confirming theSecond Amended Joint Plan of Reorganization on December 6, 2006.
Pursuant to the Plan, on June 27, 2008, the Company implemented a 1/2581 reverse stock split; issued 25,000,000 restricted shares of common stock to IACE Investments Two, Inc.; issued 1,000,000 shares of common stock and 5,000,000 warrants to Venture Funds I, Inc.; issued 75,000 shares of common stock to the Bankruptcy Trustee; issued 100 shares of common stock to each class 7 unsecured creditor; and replaced all former directors and officer with James Ditanna.
On June 27, 2008, the Company’s symbol changed from “VERLQ” to “VERL” to reflect the emergence from Bankruptcy.
LMK, as of June 30, 2012, was an exploration stage company that had not generated any revenue since emerging from Bankruptcy.
In January, 2009, the Company began to negotiate with several oil and natural gas companies to acquire mineral interest to further explore and develop. On February 10, 2009, LMK entered into an Option Agreement (the “Agreement”) with Osage Land Company (“Osage Land”) to acquire 90% of the oil and gas leases covering approximately 3,912 acres of oil and gas leases located primarily in Phillips County, State of Colorado. The leases reserved a 1/8th royalty to the mineral interest holders and 6.25% overriding royalty interest to Osage Land. LMK intended to conduct geophysical operations on at least two (2) square miles of the leases covered under the Agreement with Osage Land. As of September 30, 2012, the Company had been unable to secure funding necessary to conduct any operations related to seismic testing.
During the fiscal year ended June 2012, the Company had been in negotiations with a private natural resources exploration company regarding a potential joint venture or acquisition.
In June and July 2012, the Company effectively ceased operations and sought to find a suitable business to acquire its assets.
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LIQUIDITY AND CAPITAL RESOURCES
LMK had no cash at September 30, 2012.
As of September 30, 2012, the Company had an operating loss of $15,833.
On April 9, 2006, we filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Alabama, Case Numbers 06-50866 and 06-80567, respectively. We continued to operate our business as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.
On January 26, 2007, the Bankruptcy Court entered an order (the “Confirmation Order”) approving the Second Amended Joint Plan (the “Plan”) proposed by us. The Plan became effective on January 31, 2007.
Pursuant to the Confirmation Order, we were ordered to: (1) Implement a reverse stock split to lower our outstanding common stock to 10,000 shares. The effect of the reverse split is that one share of common stock issued prior to the Confirmation Order is now equal to 1/2,581th of a share; (2) Issue 25,000,000 restricted shares of New Common Stock, which are not subject to the reversal, to the contributor of the debtor-in-possession loan; (3) Issue 1,000,000 shares of restricted shares of New Common Stock, which are not subject to the reversal, and 5,000,000 warrants, to the investor of the administrative loan; (4) Issue 75,000 shares under the Bankruptcy Code to The Bankruptcy Trustee to be distributed according to the Plan; (5) Issue 100 shares of New Common Stock to each unsecured creditor; (6) replace all current directors and current officers with new directors and officers.
The second step in the Restructuring Transaction was to reorganize into a business. On February 10, 2009, LMK Global Resources, Inc entered into a Option Agreement (the “Option Agreement”) with Osage Land Company (“Osage Land”) to acquire 90% of the oil and gas leases covering approximately 3,912 acres of oil and gas leases located primarily in Phillips County, State of Colorado for the price of $80.00 per mineral acre. As of the date of this filing, the Company has not conducted any geophysical operations due to a lack of funding.
On July 14, 2012, the Company finalized and closed a Reorganization Agreement (the “Reorganization Agreement”) with Vican Product and Distribution Canada, Inc., a Canadian corporation (“Vican”) pursuant to which the Company intended to acquire Vican in consideration for 36,646,500 shares of common stock to be delivered to Vican at closing. Those shares have not yet been issued and that transaction has been terminated. Subsequent to such termination, Frank Dreschler has been elected to the board of directors of the Company and as sole officer.
Effective on August 20, 2012, the Company completed a two shares for every existing share stock dividend.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report, being September 30, 2012. This evaluation was carried out under the supervision and with the participation of our company’s sole officer and director.
As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation, our Company's Sole Director/President and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were not effective as of September 30, 2012, due to lack of employees to segregate duties related to preparing the financial reports. Management is attempting to correct this weakness by merging with a suitable candidate. Management with the assistance of its Securities Counsel will closely monitor all future filings to ensure that the company filings are made on a timely manner.
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Based upon that evaluation, our president and sole officer concluded that our company’s disclosure controls and procedures are not effective.
Change In Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the period ended September 30, 2012 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
LMK is not currently a party to any legal proceeding.
Item 1A. Risk Factors
There have been no material changes in our risk factors since June 30, 2012. See risk factors at June 30, 2012, within our Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Securities Holders
None
Item 5. Other Information
None
Item 6. Exhibits
| | |
31.1 | | Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). |
| | |
31.2 | | Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). |
| | |
32.1 | | Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) (furnished herewith). |
| | |
32.2 | | Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) (furnished herewith). |
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101 | | Interactive Data Files. |
* * * * *
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
LMK GLOBAL RESOURCES, INC.
Date: November 21, 2012
By:/s/ Frank Dreschler
Frank Dreschler
Sole Director/President
(Principal Executive, Financial and Accounting Officer)
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