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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the fiscal year ended 11/30/07
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 000-52522
Mar Ked Mineral Exploration, Inc.
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(Exact name of registrant as specified in its charter)
NEVADA 98-0550352
-------------------------------- ---------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
P.O. Box 331916, Miami, FL 33233-1916
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(Address of principal executive offices, Zip Code)
(Registrant's telephone number, including area code) (786) 228-8592
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined by Rule 405 of the Securities Act. [ ] Yes [x] No
Indicate by check mark is the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. [ ] Yes [x] No
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. [x] Yes [ ] No
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, indefinitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [x]
Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
Indicate by check mark whether Mar Ked Mineral is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [x] No [ ]
Mar Ked Mineral revenues for its most recent fiscal year were $0.00. The market
value of Mar Ked Mineral's voting common stock held by non-affiliates of Mar Ked
Mineral was approximately 0.00.
The number of shares outstanding of Mar Ked Mineral's only class of common
stock, as of November 30, 2007 and February 28, 2008 was 10,900,000 shares and
10,900,000 shares of its common stock, respectively.
No documents are incorporated into the text by reference.
2
ITEM 1. BUSINESS
We are an exploration stage company engaged in the acquisition and exploration
of mineral properties. We have an option to acquire a 100% interest in and to
fifty-eight (58) mineral claims that make up the RB Property located in the
Finlayson Lake area of the Yukon Territory, Canada. The property underlying our
optioned mineral claims covers an area of approximately 1,212 hectares (2,991
acres). We have completed an initial review of the property and decided not to
continue any further. We are actively looking for other mineral properties of
merit.
EXPLORATION STAGE COMPANY
We are considered an exploration or exploratory stage company because we are
involved in the examination and investigation of land that we believe may
contain valuable minerals, for the purpose of discovering the presence of ore,
if any, and its extent. Because we are an exploration stage company, there is no
assurance that a commercially viable mineral deposit exists on the property
covered by our option, and a great deal of further exploration will be required
before a final evaluation as to the economic and legal feasibility for our
future exploration is determined. We have no known reserves of any type of
mineral. To date, we have not discovered an economically viable mineral deposit
on the property, and there is no assurance that we will discover one.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals.
Work permits, if needed, will be subject to review by the proper authorities.
Any testing work undertaken on the property must be conducted in a manner that
minimizes disruption to the environment and must comply with applicable
legislation.
Additional approvals and authorizations may be required from other government
agencies, depending upon the nature and scope of the proposed exploration
program. The amount of these costs is not known at this time, and because we do
not know the size or quality of any resource or reserve at this time, it is
impossible to assess the impact of any capital expenditures on earnings or our
competitive position.
COMPETITION
We are a junior mineral resource exploration company. We compete with other
mineral resource exploration companies for financing and for the acquisition of
new mineral properties. Many of the mineral resource exploration companies with
whom we compete have greater financial and technical resources than those
available to us. Accordingly, these competitors may be able to spend greater
amounts on acquisitions of mineral properties of merit, on exploration of their
mineral properties and on development of their mineral properties. In addition,
they may be able to afford more geological expertise in the targeting and
exploration of mineral properties. This competition could result in competitors
having mineral properties of greater quality and interest to prospective
investors who may finance additional exploration and development. This
3
competition could adversely impact on our ability to achieve the financing
necessary for us to conduct further exploration of any mineral properties.
We will also compete with other junior mineral exploration companies for
financing from a limited number of investors that are prepared to make
investments in junior mineral exploration companies. The presence of competing
junior mineral exploration companies may impact on our ability to raise
additional capital in order to fund our exploration programs if investors are of
the view that investments in competitors are more attractive based on the merit
of the mineral properties under investigation and the price of the investment
offered to investors.
We will also be compete with other junior and senior mineral companies for
available resources, including, but not limited to, professional geologists,
camp staff, helicopter or float planes, mineral exploration supplies and drill
rigs.
EMPLOYEES
As of the date hereof we have no significant employees other than our officers
and directors. We intend to retain independent geologists and consultants on a
contract basis to conduct the work programs on any targeted mineral property in
order to carry our plan of operations.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research or development expenditures since our
incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patent or trademark.
ITEM 2. PROPERTIES
Our executive offices are located at 2642 Collins Avenue, Suite 305, Miami
Beach, FL 33140
ITEM 3. LEGAL PROCEEDINGS
Mar Ked Mineral management is aware of no pending or threatened litigation.
During the fourth quarter of the fiscal year ended November 30, 2007, Mar Ked
Mineral was not a party to any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year ended November 30, 2007, no matters
were submitted to a vote of Mar Ked Mineral's security holders, through the
solicitation of proxies.
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PART II
ITEM 5. MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information. Our common stock is not listed on any exchange or over the
counter.
The approximate number of holders of record of Mar Ked Mineral's $.001 par value
common stock, as of November 30, 2007 and February 28, 2008 was 41 shareholders.
Dividends. Holders of Mar Ked Mineral's common stock are entitled to receive
such dividends as may be declared by its board of directors. No dividends on Mar
Ked Mineral's common stock have ever been paid, and Mar Ked Mineral does not
anticipate that dividends will be paid on its common stock in the foreseeable
future.
Item 6. Selected Financial Data.
At or for the Year Ended November 30,
2007 2006
-------- --------
Balance Sheet Summary
(at end of period)
Total Assets $ 7,814 $ 74,969
Total Current Liabilities 12,040 12,422
Total Stockholders' Equity (4,226) 62,547
Summary of Losses
General and administrative expenses $ 72,773 $ 16,953
Acquisition costs -- 3,500
Net loss (72,773) (20,453)
Per Share Data
Basic and diluted loss per
common share $ (0.01) $ 0.00
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Our plan of operations for the next twelve months is to obtain the funding
necessary to identify, purchase and explore mineral claims.
During the 12 month period following the date hereof, we anticipate that we will
not generate any revenue. Accordingly, we will be required to obtain additional
financing in order to continue our plan of operations. We believe that debt
financing will not be an alternative for funding additional phases of
exploration as we do not have tangible assets to secure any debt financing. We
anticipate that additional funding will be in the form of equity financing from
the sale of our common stock. However, we do not have any financing arranged and
we cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock to fund our acquisition and
exploration program.
We may consider entering into a joint venture arrangement to provide the
required funding to acquire and develop yet to be identified mineral claims. We
have not undertaken any efforts to locate a joint venture participant. Even if
we determined to pursue a joint venture participant, there is no assurance that
any third party would enter into a joint venture agreement with us in order to
fund exploration any mineral claims. If we entered into a joint venture
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arrangement, we would likely have to assign a percentage of our interest in any
mineral claims.
RESULTS OF OPERATIONS
In the following discussions references to 2006 are to the period from
incorporation (August 22, 2006) to November 30, 2006.
Revenues
We have had no operating revenues since our incorporation on August 22, 2006 to
November 30, 2007. We anticipate that we will not generate any revenues for so
long as we are an exploration stage company.
General and Administrative Expenses
Our general and administrative expenses for 2007 and 2006 are summarized below:
General and administrative expenses
For the year ended From inception to
November 30, November 30,
2007 2006
-------- --------
Accounting and auditing $ 16,789 $ 8,500
Advertising and promotion 884 -
Bank charges and interest 153 46
Consulting 12,214 2,120
Foreign exchange (gain)/loss 560 -
Legal 39,084 6,287
Office supplies 128 -
Telephone 2 -
Transfer agent and filing 2,959 -
-------- --------
Total general and
administrative expenses $ 72,773 $ 16,953
LIQUIDITY AND CAPITAL RESOURCES
We had cash of $4,314 and working capital deficit of $7,725 at November 30,
2007. Comparatively, we had cash of $72,334 and working capital of $62,547 at
November 30, 2006.
Plan of Operations
We estimate that our total expenditures over the next twelve months will be
approximately $82,575. Our cash and working capital will not be sufficient to
enable us to locate alternative mineral claims and we will have to pursue
additional debt or equity financing.
Cash Used in Operating Activities
Cash used in operating activities was $74,994 and $10,666 for 2007 and 2006,
respectively. We anticipate that cash used in operating activities will increase
in 2008.
6
Cash from Financing Activities
We have funded our business to date primarily from sales of our common stock.
From our incorporation, on August 22, 2006, to November 30, 2007, we have raised
a total of $85,000 from private offerings of our securities.
There are no assurances that we will be able to achieve further sales of our
common stock or any other form of additional financing. If we are unable to
achieve the financing necessary to continue our plan of operations, then we will
not be able to continue our exploration of the property underlying our mineral
claims option and our venture will fail.
Going Concern
We have not attained profitable operations and are dependent upon obtaining
financing to pursue any extensive exploration activities. For these reasons our
auditors stated in their report that they have substantial doubt we will be able
to continue as a going concern.
Future Financings
We anticipate continuing 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 our existing shareholders. There is no assurance that we
will achieve any additional sales of our equity securities or arrange for debt
or other financing to fund our planned 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 is material to
stockholders.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
MAR KED MINERAL CORP.
Index to Financial Statements
Page
Report of Independent Registered Public Accounting Firm 9
Balance Sheets, November 20, 2007 and 2006 10
Statements of Operations for the years ended
November 30, 2007 and 2006 11
Statement of Changes in Stockholders' Equity
At November 30, 2007 and 2006 12
Statements of Cash Flows for the years ended
November 30, 2007 and 2006 14
Notes to Financial Statements 15
8
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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To the Board of Directors
Mar Ked Mineral Exploration, Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheets of Mar Ked Mineral Exploration,
Inc. (An Exploration Stage Company) as of November 30, 2007 and the related
statements of operations, stockholders' equity and cash flows for the year ended
November 30, 2007. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. The financial statements of Mar Ked
Mineral Exploration, Inc. as of November 30, 2006 were audited by other auditors
whose report dated January 4, 2007, expressed an unqualified opinion on those
statements.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mar Ked Mineral Exploration,
Inc. (An Exploration Stage Company) as of November 30, 2007 and the related
statements of operations, stockholders' equity and cash flows for the year ended
November 30, 2007 in conformity with accounting principles generally accepted in
the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has net losses of $72,773 for year ended
November 30, 2007, which raises substantial doubt about its ability to continue
as a going concern. Management's plans concerning these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered
Moore & Associates Chartered
Las Vegas, Nevada
March 14, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
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MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
BALANCE SHEETS
NOVEMBER 30, 2007 and 2006
(Stated in US Dollars)
2007 2006
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 1,390 $ 72,334
GST Tax Refund 2,924 -
Prepaid expenses and deposits - 2,635
-------- --------
Total Current Assets 4,314 74,969
======== ========
Mineral Rights 3,500
-------- --------
TOTAL ASSETS $ 7,814 $ 74,469
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 12,040 $ 12,422
-------- --------
Total Current Liabilities 12,040 12,422
-------- --------
STOCKHOLDERS' EQUITY
Authorized:
100,000,000 preferred shares,
par value $0.001 per share
100,000,000 common shares,
par value $0.001 per share
Issued and outstanding:
10,900,000 common shares issued
And outstanding (Note 5) 10,900 10,900
Additional paid in capital 78,100 74,100
Subscription receivable - (2,000)
Deficit - Accumulated during exploration
Stage (93,226) (20,453)
-------- --------
Total Stockholders' Equity (4,226) 62,547
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 7,814 $ 74,969
======== ========
The accompanying notes are an integral part
of these financial statements
10
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
NOVEMBER 30, 2007 and 2006
(Stated in US Dollars)
For The Year For The Year From Inception
ended ended August 22, 2006
November 30, November 30, to November 30,
2007 2006 2007
------------ ------------ ---------------
EXPENSES
General and administrative $ 72,773 $ 16,953 89,726
------------ ------------ ---------------
MINERAL PROPERTY EXPLORATION EXPENSES
Acquisition costs - 3,500 3,500
PROVISION FOR INCOME TAXES - -
NET LOSS $ (72,773) $ (20,453) $ (93,226)
============ ============ ===============
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.01) $ 0.00
============ ============
WEIGHTED AVERAGE NUMBER OF BASIC AND
DILUTED COMMON SHARES OUTSTANDING 10,900,000 6,475,000
============ ============
The accompanying notes are an integral part
Of these financial statements
11
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
AT NOVEMBER 30, 2007
(Stated in US Dollars)
Common Stock Additional
------------------------ Paid-in
Shares Amount Capital
---------- ---------- ----------
Shares issued for cash @ $0.001
on August 24, 2006 5,000,000 5,000 $ -
Shares issued for cash @ $0.01
on October 28, 2006 5,000,000 5,000 45,000
Shares issued for cash @ $0.02
on October 30, 2006 500,000 500 9,500
Shares issued for cash @ $0.05
on October 30, 2006 400,000 400 19,600
Net loss for the year ended
November 30, 2006 - - -
---------- ---------- ----------
Balance, November 30, 2006 10,900,000 10,900 74,100
========== ========== ==========
Share subscription received - - -
Contributed capital - - 4,000
Net loss for the year ended
November 30, 2007 - - -
---------- ---------- ----------
Balance, November 30, 2007 10,900,000 $ 10,900 $ 78,100
========== ========== ==========
The accompanying notes are an integral part
of these financial statements
12
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (continued)
AT NOVEMBER 30, 2007
(Stated in US Dollars)
Deficit
Accumulated
Currency Share During Total
Translation Subscription Exploration Stockholders'
Gain(Loss) Receivable Stage Equity
------------- ------------- ------------- -------------
<s> <c> <c> <c> <c>
Shares issued for cash @ $0.001
on August 24, 2006 - $ - $ - 5,000
Shares issued for cash @ $0.01
on October 28, 2006 - - - 50,000
Shares issued for cash @ $0.02
on October 30, 2006 - - - 10,000
Shares issued for cash @ $0.05
on October 30, 2006 - (2,000) - 18,000
Net loss for the year ended
November 30, 2006 - - (20,453) (20,453)
------------- ------------- ------------- -------------
Balance, November 30, 2006 - (2,000) (20,453) 62,547
============= ============= ============= =============
Share subscription received - 2,000 - 2,000
Contributed capital - - - 4,000
Net loss for the year ended
November 30, 2007 - - (72,773) (72,773)
------------- ------------- ------------- -------------
Balance, November 30, 2007 - - (93,226) (4,226)
============= ============= ============= =============
The accompanying notes are an integral part
of these financial statements
13
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
NOVEMBER 30, 2007 AND 2006
(Stated in US Dollars)
From Inception
August 22, 2006
For the year to November 30,
2007 2006
--------------- ---------------
OPERATING ACTIVITIES
Net loss $ (72,773) $ (20,453)
Changes in non-cash working
capital items
Tax refund (2,924) -
Prepaid expenses and deposits 2,635 (2,635)
Accounts payable and accrued liabilities (382) 12,422
--------------- ---------------
Cash used by operating activities (73,444) (10,666)
--------------- ---------------
INVESTING ACTIVITY
Mineral Rights Purchase (3,500) -
--------------- ---------------
FINANCING ACTIVITY
Contributed capital 4,000 -
Common stock issued for cash
Subscription receivable 2,000 83,000
--------------- ---------------
Cash provided by financing activity 6,000 83,000
--------------- ---------------
CASH INCREASE (70,944) 72,334
CASH, BEGINNING OF PERIOD 72,334 -
--------------- ---------------
CASH, END OF PERIOD $ 1,390 $ 72,334
=============== ===============
SUPPLEMENTAL DISCLOSURE:
Interest paid $ - $ -
--------------- ---------------
Income taxes paid $ - $ -
--------------- ---------------
NON-CASH TRANSACTIONS:
Shares issued for share subscription
Receivable $ - $ 2,000
--------------- ---------------
The accompanying notes are an integral part
of these financial statements
14
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 2007
(Stated in US Dollars)
1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS
Mar Ked Mineral Exploration, Inc. (the "Company") is a private company
incorporated on August 22, 2006 under the laws of the State of Nevada and
extraprovincially registered under the laws of the Province of British Columbia
on October 27, 2006.
The Company is an exploration stage company engaged in the acquisition,
exploration, and development of resource properties.
The Company has elected a fiscal year-end of November 30.
2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates, among other
things, the realization of assets and satisfaction of liabilities in the normal
course of business. As shown in the accompanying financial statements, the
Company incurred a net loss of $72,773 for the year ended November 30, 2007 and
$20,453 from incorporation date of August 22, 2006 to the year ended November
30, 2006.The increase in net loss was mainly due to an increase in general and
administration costs and the shorter reporting period for the year ending
November 30, 2006. The Company intends to fund operations through equity
financing arrangements, which may be insufficient to fund its capital
expenditures, working capital, and other cash requirements.
The ability of the Company to emerge from the exploration stage is dependent
upon, among other things, obtaining additional financing to continue operations,
explore and develop mineral properties, and the discovery, development and sale
of ore reserves.
In response to these problems, management intends to raise additional funds
through public or private placement offerings. These factors, among others,
raise substantial doubt about the Company's ability to continue as a going
concern. The accompanying financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
3. BASIS OF PRESENTATION
These financial statements have been prepared in accordance with U.S. generally
accepted accounting principles for financial information and with the
instructions to Form 10-KSB and Item 310(b) of Regulation S-B. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
period ended November 30, 2007 are not necessarily indicative of the results
that may be expected for any interim period or an entire year.
15
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 2007
(Stated in US Dollars)
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant accounting policies which affect the Company are summarized below:
i) Exploration Stage Company
The Company is considered to be in the Exploration stage. The Company is
devoting substantially all of its present efforts to exploring and developing
the mineral property in the Yukon Territories, Canada.
ii) Accounting Method
The accounting and reporting policies of the Company conform to United States
generally accepted accounting principles applicable to exploration stage
enterprises.
iii) Mineral Property Exploration and Development
The Company is in the exploration stage and has not yet realized any revenue
from its planned operations. It is primarily engaged in the acquisition,
exploration, and development of mining properties. Mineral property acquisition
and exploration costs are expensed as incurred. When it has been determined that
a mineral property can be economically developed as a result of establishing
proven and probable reserves, the costs incurred to develop such property are
capitalized. Such costs will be depreciated using the units-of-production method
over the estimated life of the probable reserve.
iv) Loss Per Share
The Company has adopted Financial Accounting Standards Board ("FASB") Statement
Number 128, "Earnings per Share," ("EPS") which requires presentation of basic
and diluted EPS on the face of the income statement for all entities with
complex capital structures and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS.
Basic loss per share was computed by dividing the net loss by the weighted
average number of shares outstanding during the period. The weighted average
number of shares was calculated by taking the number of shares outstanding and
weighting them by the amount of time that they were outstanding. Diluted loss
per share is the same as basic loss per share, as there are no dilutive
instruments outstanding.
v) Provision for Taxes
Deferred income taxes are reported for timing differences between items of
income or expense reported in the financial statements and those reported for
income tax purposes in accordance with SFAS Number 109, "Accounting for Income
Taxes," which requires the use of the asset/liability method of accounting for
income taxes. Deferred income taxes and tax benefits are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
16
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 2007
(Stated in US Dollars)
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
respective tax bases, and for tax loss and credit carry-forwards. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. The Company provides for deferred taxes for the
estimated future tax effects attributable to temporary differences and
carry-forwards when realization is more likely than not.
vi) Use of Estimates
The process of preparing financial statements requires the use of estimates and
assumptions regarding certain types of assets, liabilities, revenues, and
expenses. Such estimates primarily relate to unsettled transactions and events
as of the date of the financial statements; accordingly, upon settlement, actual
results may differ from estimated amounts.
vii) Cash and Cash Equivalents
The Company considers all highly liquid investments with maturity of three
months or less at the date of acquisition to be cash equivalents and which, in
the opinion of management, are subject to an insignificant risk of loss in
value.
viii) Derivative Instruments
At November 30, 2007, the Company had not engaged in any transactions that would
be considered derivative instruments or hedging activities.
ix) Foreign Currency Translations
The Company's functional currency is the U.S. dollar. The Company's reporting
currency is the U.S. dollar. All transactions initiated in Canadian dollars are
translated into U.S. dollars in accordance with SFAS No. 52 "Foreign Currency
Translation" as follows:
a) monetary assets and liabilities at the rate of exchange in effect at
the balance sheet date; and
b) revenue and expense items at the average rate of exchange prevailing
during the period.
For foreign currency transactions, the Company translates these amounts to the
Company's functional currency at the exchange rate effective on the invoice
date. If the exchange rate changes between the time of purchase and the time
actual payment is made, a foreign exchange transaction gain or loss results
which is included in determining net income for the period.
17
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 2007
(Stated in US Dollars)
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
x) Fair Value of Financial Instruments and Derivative Financial Instruments
The Company has adopted Statement of Financial Accounting Standards ("SFAS")
Number 119, "Disclosure about Derivative Financial Instruments and Fair Value of
Financial Instruments." The carrying amounts of cash and cash equivalents and
amount due to related party approximate their fair values because of the short
maturity of these items. Certain fair value estimates may be subject to and
involve uncertainties and matters of significant judgment, and, therefore,
cannot be determined with precision. Changes in assumptions could significantly
affect these estimates. The Company does not hold or issue financial instruments
for trading purposes, nor does it utilize derivative instruments in the
management of its foreign exchange, commodity price, or interest rate market
risks.
All significant financial assets, financial liabilities, and equity instruments
of the Company are either recognized or disclosed in these financial statements
together with other information relevant for making a reasonable assessment of
future cash flows, interest rate risk, and credit risk. Where practicable, the
fair value of financial assets and financial liabilities have been determined
and disclosed; otherwise, only available information pertinent to the fair value
has been disclosed.
xi) Stock Based Compensation
The Company accounts for stock-based compensation issued to employees based on
SFAS No. 123R "Share Based Payment". SFAS No. 123R is a revision of SFAS No. 123
"Accounting for Stock-Based Compensation", and supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees" and its related implementation
guidance. SFAS 123R establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
SFAS 123R focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions. SFAS 123R does
not change the accounting guidance for share-based payment transactions with
parties other than employees provided in SFAS 123 as originally issued and
Emerging Issues Task Force Issue No. 96-18, "Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services". SFAS 123R does not address the accounting for
employee share ownership plans, which are subject to AICPA Statement of Position
93-6, "Employers' Accounting for Employee Stock Ownership Plans".
SFAS 123R requires an entity to measure the cost of employee services received
in exchange for an award of equity instruments based on the grant-date fair
value of the award (with limited exceptions). That cost will be recognized over
18
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 2007
(Stated in US Dollars)
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
the period during which an employee is required to provide service in exchange
for the award - the requisite service period (usually the vesting period). SFAS
123R requires that the compensation cost relating to share-based payment
transactions be recognized in financial statements. That cost will be measured
based on the fair value of the equity or liability instruments issued. The scope
of SFAS 123R includes a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based awards, share
appreciation rights, and employee share purchase plans. Public entities (other
than those filing as small business issuers) will be required to apply SFAS 123R
as of the first interim or annual reporting period that begins after June 15,
2005. Public entities that file as small business issuers will be required to
apply SFAS 123R in the first interim or annual reporting period that begins
after December 15, 2005. For non-public entities, SFAS 123R must be applied as
of the beginning of the first annual reporting period beginning after December
15, 2005. The adoption of this standard is not expected to have a material
effect on the Company's results of operations or financial position.
As at November 30, 2007, the Company had no stock-based compensation plans nor
had it granted options to employees. No stock-based employee compensation cost
is reflected in the net loss as no options had been granted.
xii) Segmented Reporting
SFAS Number 131, "Disclosure About Segments of an Enterprise and Related
Information", changed the way public companies report information about segments
of their business in their quarterly reports issued to shareholders. It also
requires entity-wide disclosures about the products and services an entity
provides, the material countries in which it holds assets and reports revenues
and its major customers.
For the period ended November 30, 2007, all operations took place in Canada.
xiii) Revenue Recognition
The Company recognizes revenue from the sale of products and services in
accordance with Securities and Exchange Commission Staff Accounting Bulletin No.
104 ("SAB 104"), "Revenue Recognition in Financial Statements."
As at November 30, 2007, the Company had no revenues to report. The only
receivable to report is a Goods & Services Tax Return Refund for GST Paid on
Purchases for the period ending November 30, 2007 in the amount of CDN$3088.00,
USD$2,924.
19
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 2007
(Stated in US Dollars)
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
xiv) Recently Adopted Accounting Standards
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157").
SFAS 155 establishes a framework for measuring fair value and expands
disclosures about fair value measurements. The changes to current practice
resulting from the application of this statement relate to the definition of
fair value, the methods used to measure fair value, and the expanded disclosures
about fair value measurements. The statement is effective for fiscal years
beginning after November 15, 2007 and interim periods with those fiscal years.
The adoption of this new pronouncement is not expected to have a material effect
on the Company's interim consolidated financial position or results of
operations.
5. COMMON SHARES
2006
From the inception date of August 22, 2006 to the year ended November 30, 2006
the Company issued through a Private Placement of Founder's Seed Capital Shares
5,000,000 common shares valued at $0.001 per share for gross proceeds of $5,000,
a Private Placement of Subscriber's Seed Capital Shares for 5,000,000 common
shares valued at $0.01 per share for gross proceeds of $50,000, a Private
Placement of Subscriber Seed Capital Shares for 500,000 common shares valued at
$0.02 per share for gross proceeds of $10,000 and a Private Placement of
Subscriber Seed Capital Shares for 400,000 common shares valued at $0.05 per
share for gross proceeds of $20,000.
2007
During the year ended November 30, 2007 the Company received gross proceeds of
$2,000 for the Private Placement of 400,000 Subscriber Seed Capital Shares
valued at $0.05 per share (as noted above). The Company did not issue any
additional common shares during the year ended November 30, 2007.
6. MINERAL PROPERTY EXPLORATION AND DEVELOPMENT EXPENSES
On November 1, 2006, the Company entered into an option agreement to acquire a
100% interest in fifty-eight (58) mineral claims that make up the RB Property
located in the Finlayson Lake area in the Yukon Territories in Canada. The costs
incurred to date are summarized as follows:
Acquisition costs $ 7,000
---------
Balance, November 30, 2007 $ 7,000
=========
20
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 2007
(Stated in US Dollars)
6. MINERAL PROPERTY EXPLORATION AND DEVELOPMENT EXPENSES (continued)
In order to earn this 100% interest, subject to a 3% Net Smelter Return royalty,
the Company must make cash payments totalling $400,000 and incur minimum work
expenditures of $875,500 (or CDN$1,000,000) as follows:
(a) $3,500 paid within ten business days of signing the agreement (paid);
(b) $3,500 paid within thirty business days of the Company becoming free
trading on the OTCBB (paid);
(c) $13,000 paid on the first anniversary date of the agreement and
minimum work expenditures of $43,775 (or CDN$50,000) spent before the first
anniversary date;
(d) $20,000 paid on the second anniversary date of the agreement and
minimum work expenditures of $131,325 (or CDN$150,000) spent before the second
anniversary date;
(e) $160,000 paid on the third anniversary date of the agreement and
minimum work expenditures of $262,650 (or CDN$300,000) spent before the third
anniversary date; and
(f) $200,000 paid on the fourth anniversary date of the agreement and
minimum work expenditures of $437,750 (or CDN$500,000) spent before the third
anniversary date.
If the minimum work expenditures are not met and should the parties mutually
agree, then the Company may pay in cash to the vendor 50% of the difference
between the actual expenditures and the minimum work expenditure required for
that year in a single payment to avoid being in default.
After the third anniversary date, the vendor has the right to buy back a 30%
interest in the property by refunding to the Company all of their cumulative
work expenditures spent to date on the property. If the vendor exercises this
right, then the parties will immediately form a joint venture with the Company's
participating interest being 70%.
The Company may, at any time, purchase up to 1.5% of the Net Smelter Return
royalty by paying the vendor the sum of $1,000,000.
7. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash, amounts receivable, and
accounts payable. Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency, or credit risks
arising from these financial instruments. The fair values of these financial
instruments approximate their carrying value, unless otherwise noted.
Currency risk is the risk to the Company's earnings that arises from
fluctuations of foreign exchange rates and the degree of volatility of these
rates. The Company does not use derivative instruments to reduce its exposure to
foreign currency risk.
21
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 2007
(Stated in US Dollars)
7. FINANCIAL INSTRUMENTS (continued)
At the year ended November 30, 2007 the Company had the following financial
liabilities in Canadian dollars:
USD equivalent CDN Dollars
-------------- --------------
Accounts payable $ 2,594 $ 2,740
At the year ended November 30, 2007 US dollar amounts were converted at a rate
of $1.0562 Canadian dollars to $1.00 US dollar.
8. INCOME TAXES
From the inception date of August 22, 2006 to the year ended November 30, 2006
the Company accumulated net operating losses for income tax purposes of
approximately $20,000, which may be carried forward up to 2026 and used to
reduce taxable income of future years.
During the year ended November 30, 2007 the Company accumulated net operating
losses of $72,773.
The potential future tax benefits of these losses have not been recognized in
these financial statements due to uncertainty of their realization. A full
valuation allowance has been provided for the Company's future income tax
assets, as the management of the Company has determined that it is more likely
than not that these assets will not be realized in the foreseeable future.
22
MAR KED MINERAL EXPLORATION, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED NOVEMBER 30, 2007
(Stated in US Dollars)
9. RELATED PARTY TRANSACTION
2006
From the inception date of August 22, 2006 to the year ended November 30, 2006
the Company issued 5,000,000 common shares valued at $0.001 per share to the
President of the Company. Total gross proceeds from the share issuance amounts
to $5,000.
2007
During the year ended November 30, 2007 there were no related party
transactions.
23
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On February 21, 2008, Mar Ked Mineral dismissed MacKay LLP, its independent
public accountant. The decision to dismiss MacKay LLP was approved by the
Registrant's board of directors.
MacKay reports on Mar Ked Mineral's financial statements from the incorporation
date of August 22, 2006 November 30, 2006, did not contain an adverse opinion or
a disclaimer of opinion or was qualified or modified as to uncertainty, audit
scope or accounting principles.
During Mar Ked Mineral's two most recent fiscal years, November 30, 2006 and the
subsequent period through the date of dismissal, December 1, 2007 through
February 21, 2008, there were no disagreements on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope of
procedure which disagreement(s), if not resolved to the satisfaction of Mar Ked
Mineral, would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report as described in Item 304
(a)(1)(iv) of Regulation S-B.
On February 21, 2008, the board of directors of Mar Ked Mineral engaged the
accounting firm of Moore & Associates, Chartered as principal accountants of Mar
Ked Mineral for the fiscal year ended November 30, 2007. Mar Ked Mineral did not
consult Moore & Associates, Chartered regarding the application of accounting
principles to a specific completed or contemplated transaction, or the type of
audit opinion that might be rendered on our financial statements and neither
written nor oral advice was provided that was an important factor considered by
Moore & Associates, Chartered in reaching a decision as to the accounting,
auditing or financial reporting issue; or any matter that was the subject of a
disagreement or event identified in response to paragraph (a) (1)(iv) of Item
304 of Regulation S-B.
ITEM 9A. CONTROLS AND PROCEDURES.
During the year ended November 30, 2007, there were no changes in our internal
controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)
under the Exchange Act) that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including
our chief executive officer and chief financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended, as of November 30, 2007. Based on this
evaluation, our chief executive officer and chief principal financial officers
have concluded such controls and procedures to be effective as of November 30,
2007 to ensure that information required to be disclosed by the issuer in the
reports that it files or submits under the Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission's
rules and forms and to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive and
24
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
ITEM 9B. OTHER INFORMATION.
None
25
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our bylaws provide that the number of directors who shall constitute the whole
board shall be such number as the board of directors shall at the time have
designated. We confirm that the number of authorized directors has been set at
three pursuant to our bylaws. Each director shall be selected for a term of one
year and until his successor is elected and qualified. Vacancies are filled by a
majority vote of the remaining directors then in office with the successor
elected for the unexpired term and until the successor is elected and qualified.
The directors and executive officers are as follows:
The directors and executive officers are as follows:
NAME POSITIONS HELD SINCE
- ------------------------ ---------------------- ----------
Maria Camila Maz, age 37 President/CEO/Director 11/14/07
To present
BUSINESS EXPERIENCE OF OFFICERS AND DIRECTORS
Maria Camila Maz. From 2002 to present, Ms. Maz has been the president of
Prosper Financial, Inc., a management company that currently has a contract with
China Granite Corporation, a reporting company and a company that mines,
processes and distributes various granites and produces and distributes Rare
Earth metals and alloys. In this role, Ms. Maz acts as secretary and treasurer
of China Granite. From May 2004 to March 2005, Ms. Maz was president and
director of FUSA Capital Corporation, a reporting company engaged in ownership,
development and marketing video and audio search engine technology. From April
11, 2005 to present, Ms. Maz has been an officer and director of Dulcin Izmir,
an entity engaged in health sciences. From 2000-2002, Ms. Maz was executive
assistant and investment analyst for Auron 2000, Inc., a company engaged in
consulting and management of companies in several industries from biotech to
technology and internet. Ms. Maz received a Bachelor of Business Administration
with areas of concentration in marketing and finances from the Universidad de
los Andes in 1993.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
The following shows the annual salaries, bonuses and stock options for our sole
executive officer:
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------- ----------------------
Awards Payouts
-----------------------------------------
Name and Other Restricted Options/ All
Principal Annual Stock LTIP Other
Position Year Salary Bonus(2) Compensation Awards SARS Payouts Compensation
- --------- ---- ------ -------- ------------ ---------- ---- -------- ------------
Ms. Maz 2007 -- -- -- -- -- -- --
CEO 2006 n/a n/a n/a n/a n/a n/a n/a
2005 n/a n/a n/a n/a n/a n/a n/a
26
Option/SAR Grants in Last Fiscal Year
Individual Grants
- --------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of
Securities % of Total
Underlying Options/SARs
Options/ Granted to
SARs Employees in Exercise or Base Expiration
Name Granted(#) Fiscal Year Price ($/Sh) Date
- --------------------------------------------------------------------------------
Maria Camilla Maz -- -- -- --
- --------------------------------------------------------------------------------
Option/SAR Grants in Last Fiscal Year
- --------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs at
FY-End(#) FY-End($)
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercised(#) Realized($) Unexercisable Unexercisable
- --------------------------------------------------------------------------------
Maria Camilla Maz -- -- -- --
Ms. Maz devotes approximately 20% of her time to Mar Ked Mineral's affairs.
There are no employment agreements in effect or presently contemplated.
We do not have any standard arrangements by which directors are compensated for
any services provided as a director. No cash has been paid to the directors in
their capacity as such.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tabulates holdings of shares of Mar Ked Mineral by each person or
entity who, subject to the above, as of November 30, 2007, holds of record or is
known by management to own beneficially more than 5.0% of the common shares and,
in addition, by all directors and officers of Mar Ked Mineral, individually and
as a group. Each named beneficial owner has sole voting and investment power
with respect to the shares set forth opposite her name.
Common Stock
Name of Beneficial Owners Beneficially Owned Percentage Owned
- ------------------------- ------------------ ----------------
Maria Camila Maz
530 Vittorio Avenue
Coral Gables, FL 33146 5,000,000 45.87%
Directors and Officers,
as a group (one person) 5,000,000 45.87%
Other 5% holder
None
Based upon 10,900,000 issued and outstanding as of February 29, 2008.
27
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From the inception date of August 22, 2006 to the year November 30, 2006, Mar
Ked issued 5,000,000 common shares valued at $0.001 per share to our president.
Total gross proceeds from the share issuance amounts to $5,000.
For the year ended November 30, 2007, there were no related party transactions.
ITEM 14. EXHIBITS
Exhibit Description
- ------- -----------
3.i Articles of Incorporation (incorporated by reference to Form SB-2
filed March 14, 2007.)
3.ii By-Laws (incorporated by reference to Form SB-2 filed March 14,
2007.)
4.i Form of Specimen of common stock (incorporated by reference to Form
SB-2 filed March 14, 2007.)
4.ii Form of Warrant (incorporated by reference to Form SB-2 filed March
14, 2007.)
31.1 Certification Pursuant to Rule 13a-14 of the Securities Exchange Act
of 1934.
32 Certification Pursuant to Rule 13a-14 of the Securities Exchange Act
of 1934.
ITEM 15. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees: We incurred aggregate fees and expenses of $4,000 from Moore &
Associates, and $4,698 from MacKay, LLP for the 2007 fiscal year and $6,180 from
MacKay, LLP, for the 2006 fiscal year. Such fees included work completed for our
annual audits and for the review of our financial statements included in our
Forms 10-KSB and 10-QSB.
Tax Fees: We incurred aggregate tax fees and expenses of $1,421 from MacKay, LLP
for the 2006 fiscal years for professional services rendered for tax compliance,
tax advice, and tax planning. No professional services for tax compliance, tax
advise and tax planning have been incurred for the 2007 fiscal year.
All Other Fees: The Board of Directors, acting as the Audit Committee considered
whether, and determined that, the auditor's provision of non-audit services was
compatible with maintaining the auditor's independence. All of the services
described above for fiscal years 2007 and 2006 were approved by the Board of
Directors pursuant to its policies and procedures. We intend to continue using
Moore & Associates solely for audit and audit-related services, tax consultation
and tax compliance services, and, as needed, for due diligence in acquisitions.
28
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, Mar Ked Mineral has duly caused this Report to be
signed on its behalf by the undersigned duly authorized person.
Date: March 14, 2008
Mar Ked Mineral Corp
/s/ Maria Camila Maz
- ------------------------
By: Maria Camila Maz/CEO
In accordance with the requirements of the Securities Exchange Act of 1934, as
amendment, this report has been signed by the following persons in the
capacities and on the dates stated.
Mar Ked Mineral Corp.
(Registrant)
By: /s/ Maria Camila Maz Dated: March 14, 2008
Director
29
- --------------------------------------------------------------------------------