================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended September 30, 2009
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act
of 1934
For the transition period ______ to ______
Commission File Number 000-51033
---------
MONDIAL VENTURES, INC.
----------------------
(Exact name of small business issuer as specified in its charter)
Nevada Pending
------ -------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
27 Chicora Ave
Toronto, ON, Canada M5R 1T7
------------------- -------
(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: (416) 928-3095
--------------
None
----
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) 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 issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days Yes [ ] No [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 ]
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 9,800,000 Shares of $0.001 par value
common stock outstanding as of March 31, 2008.
1
MONDIAL VENTURES, INC.
Balance Sheets
(An Exploration Stage Company)
September 30, December 31,
2009 2008
(unaudited) (audited)
------------- -------------
Assets
Cash $ -- $ 48
------------- -------------
Total current assets -- 48
------------- -------------
Total assets $ -- $ 48
============= =============
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts Payable and accrued Liabilities $ 14,156 $ 11,508
Note payable - related party 50,609 50,609
------------- -------------
Total current liabilities 64,765 62,117
------------- -------------
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $.001 par value; 75,000,000
shares authorized, authorized, 9,800,000
shares issued and outstanding respectively 9,800 9,800
Additional paid-in capital 19,800 19,800
Deficit accumulated during exploration stage (94,365) (91,669)
------------- -------------
Total stockholders' equity (deficit) (64,765) (62,069)
------------- -------------
Total liabilities and stockholders'
equity (deficit) $ -- $ 48
============= =============
The accompanying notes are an integral part of these financial statements
2
MONDIAL VENTURES, INC.
Statements of Operations
(unaudited)
(An Exploration Stage Company)
May 29,
2002
(Inception)
Three months ended Nine months ended Through
September 30, September 30, September 30
2009 2008 2009 2008 2009
------------- ------------- ------------- ------------- -------------
Revenue -- -- -- -- --
------------- ------------- ------------- ------------- -------------
Operating expenses:
Mineal Property Acquisition -- -- -- -- 12,000
Office and general -- 24 48 206 13,253
Professional expense 903 886 2,648 2,627 69,112
------------- ------------- ------------- ------------- -------------
Total operating expenses $ 903 $ 910 $ 2,696 $ 2,833 94,365
------------- ------------- ------------- ------------- -------------
Net income (Loss) (903) (910) (2,696) (2,833) (94,365)
============= ============= ============= ============= ============
Basic and diluted loss per share $ -- $ -- -- $ --
Basic weighted average
common shares outstanding 9,800,000 9,800,000 9,800,000 9,800,000
============= ============= ============= =============
Diluted weighted average common
shares outstanding 11,211,507 9,800,000 11,211,507 9,800,000
The accompanying notes are an integral part of these financial statements
3
MONDIAL VENTURES, INC.
Statements of Cash Flows
(An Exploration Stage Company)
(unaudited)
May 29,
2002
(Inception)
Through
September 30, September 30,
2009 2008 2009
------------- ------------- -------------
Cash flows from operating activities:
Net loss $ (2,696) $ (2,833) $ (94,365)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Increase in Accounts Payable 2,648 2,627 9,405
------------- ------------- -------------
Net cash provided by
(used in) operations (48) (206) (84,960)
Cash flows from (used in) investing
activities:
------------- ------------- -------------
Net cash used in
investing activities -- -- --
------------- ------------- -------------
Cash flows from financing activities:
Loan from officer/shareholder -- --
Loan from related party -- -- 50,609
Issuance of common stock -- -- 29,600
------------- ------------- -------------
Net cash provided by
financing activities -- -- 80,209
------------- ------------- -------------
Net change in cash (48) (206) --
Cash, beginning of period 48 284 --
------------- ------------- -------------
Cash, end of period $ -- $ 78 $ --
============= ============= =============
Supplemental disclosure of cash
flow information:
Interest paid $ -- -- $ --
============= ============= =============
Income taxes paid $ -- $ -- $ --
============= ============= =============
The accompanying notes are an integral part of these financial statements
4
Mondial Ventures, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
Note 1 Nature of Operations
The Company was incorporated in the State of Nevada on May 29, 2002 and is in
the business of acquisition and exploration of mineral properties. The Company
is considered to be in the exploration stage with respect to its mineral
property.
The Company has acquired a mineral property located in the Province of British
Columbia, Canada and has not yet determined whether this property contains
reserves that are economically recoverable. The recoverability of amounts from
the property will be dependent upon the discovery of economically recoverable
reserves, confirmation of the Company's interest in the underlying property, the
ability of the Company to obtain necessary financing to satisfy the expenditure
requirements under the property agreement and to complete the development of the
property and upon future profitable production or proceeds for the sale thereof
Note 2 Basis of Presentation
Unaudited Interim Financial Statements
The interim financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America ("US GAAP") have
been condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate so as to make the information
presented not misleading.
These interim financial statements follow the same significant accounting
policies and methods of application as the Company's annual consolidated
financial statements for the year ended December 31, 2008.
These statements reflect all adjustments, consisting of normal recurring
adjustments which, in the opinion of management, are necessary for a fair
presentation of the information contained therein. However, the results of
operations for the interim periods may not be indicative of results to be
expected for the full fiscal year. It is suggested that these consolidated
financial statements be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company's Form 10-K for
the year ended December 31, 2008.
Note 3 Mineral Property
Pursuant to a mineral property purchase agreement dated December 22, 2003, the
Company acquired a 100% undivided right, title and interest in and to four
mineral claims located in Port Alice, British Columbia for $6,000, paid by the
Company upon closing of this agreement on January 5, 2004. An additional $6,000
was paid for mineral property consulting services. In October 2008 title to the
properties lapsed as the company lacked the funds to complete necessary work. In
December 2009, the company was able to borrow funds from a shareholder and
restaked the claims.
Note 4 Related Party Transactions
All related party amounts are in the normal course of operations and are
measured at the exchange amount, which is the amount of consideration
established and agreed to by the related parties.
Note 5 Convertible Note Payable
The note payable is non-interest bearing and due on demand. After July 1, 2009
the note is convertible at the option of the holder into common shares at $.01
per share. Management calculated imputed interest at a rate of 4% per annum and
determined that the interest was not material to the financial statements ending
June 30, 2009.
5
Note 6 Common Stock
The Company is authorized to issue 75,000,000 common shares with a par value of
$0.001 and has issued 9,800,000 shares as at December 31, 2008.
Note 7 Going Concern
The Company commenced operations on May 29, 2002 and has not realized any
revenues since inception. At September 30, 2009, the Company had an accumulated
deficit of $94,365 and a working capital deficiency of $64,765. The ability of
the Company to continue as a going concern is dependent on raising capital to
fund its business plan and ultimately to attain profitable operations.
Accordingly, these factors raise substantial doubt as to the Company's ability
to continue as a going concern. The Company to date has funded its operations
through the issuance of common and advances from a director. Management plans to
raise additional funds through issuance of additional capital stock and advances
from directors
Note 8 Subsequent Events
On December 14, 2009, Marc Juliar purchased 6,000,000 shares of common stock of
the company in a private transaction from Scott Taylor.
On January 28, 2010 Scott Taylor resigned as the President and a director of the
Company. On January 28, 2010 Marc Juliar was appointed as President of the
Company by the Board of Directors.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Forward-Looking Statements
You should read the following discussion and analysis in conjunction with our
Company's consolidated financial statements and related notes. For the purpose
of this discussion, unless the context indicates another meaning, the terms:
"Company", "we", "us" and "our" refer to Mondial Ventures, Inc. and its
subsidiaries. This discussion includes forward-looking statements that reflect
our current views with respect to future events and financial performance that
involve risks and uncertainties. Our actual results, performance or achievements
could differ materially from those anticipated in the forward-looking statements
as a result of certain factors including risks discussed in Management's
Discussion and Analysis of Financial Condition or Results of Operations -
"Forward-Looking Statements" below and elsewhere in this report, and under the
heading "Risk Factors" and "Environmental Laws and Regulations" disclosed in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2008.
Our consolidated financial statements and information are reported in U.S.
dollars and are prepared based upon United States generally accepted accounting
principles.
Financial Condition and Changes in Financial Condition
We did not earn any revenues during the three month and nine month periods
ending September 30, 2009. We are in the exploration stage of our business and
can provide no assurance that we will discover economic mineralization on the
Q29 property. We incurred operating expenses in the amount of $903 for the three
month period ended September 30, 2009, consisting of professional fees of $903
and office and general costs of $0. For the same period ending September 30,
2008, we incurred operating expenses in the amount of $910, consisting of
professional fees of $886 and office and general costs of $ 24.
We incurred operating expenses in the amount of $2,696for the nine month period
ended September 30, 2009 consisting of professional fees of $2,648 and office
and general costs of $48. For the same period ending September 30, 2008 we
incurred operating expenses in the amount of $2,833 consisting of professional
fees of $2,627 and office and general costs of $206.
6
Our net loss increased in the nine month period ended September 30, 2009, as
compared to the same period in fiscal 2007 ($2,696 as compared to $2.833 for
2008).
Liquidity and Capital Resources
Since inception to May 29, 2002, we have funded most of our operational expenses
from the issuance and sale of equity securities, payment of consultants and
certain employees in stock, and loans from a shareholder. At September 30, 2009,
we have unsecured loans from an unrelated party in an aggregate amount of
$50,609. The amount due is unsecured with not fixed term of repayment. The
repayment of any portion of the shareholder notes, either principal or interest,
is limited by the free cash flow from operations.
As of September 30, 2009, our assets totaled $0, which consisted primarily of
cash. Our total liabilities were $64,765, which consisted of the notes payable
to an unrelated party of $50,609 and accounts payable of $14,156. Mondial
Ventures had negative working capital at September 30, 2009
The Company will require additional capital to fund operations at its mine site,
and to fund exploration and development of additionally acquired prospects
unless operations generate sufficient revenues to support its business plan. The
Company does not have any identified sources of capital at this time. Unless the
Company finds needed capital, it will have to change its business objectives and
operational plans and curtail some or all of its current operations. Because of
its capital needs compared to its available working capital and funding
prospects, the Company has added a going concern note to the financial
statements for the three and nine months ended September 30, 2009. The note
indicates that without an increase in revenues sufficient to cover expenses or
additional sources of capital being obtained, the company may have to
substantially curtail operations or terminate operations. In such event, the
stockholders may experience a loss of their investment, and the Company may not
be able to continue.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 under the Exchange
Act and therefore we are not required to provide the information required under
this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls
We evaluated the effectiveness of our disclosure controls and procedures as of
the end of our fiscal quarter ended September 30, 2009. This evaluation was
conducted with the participation of our chief executive officer and our
principal accounting officer.
Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.
Limitations on the Effective of Controls
Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control. A design
of a control system is also based upon certain assumptions about potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and may not be detected.
7
Conclusions
Based upon their evaluation of our controls, the chief executive officer and
principal accounting officer have concluded that, the disclosure controls are
effective as of September 30, 2009 providing reasonable assurance that material
information relating to us is made known to management on a timely basis during
the period when our reports are being prepared. There were no changes in our
internal controls that occurred during the quarter covered by this report that
have materially affected, or are reasonably likely to materially affect our
internal controls.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not a party to any pending legal proceeding. Management is not aware of
any threatened litigation, claims or assessments.
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in
our Form 10-K for the fiscal year ended December 31, 2008.
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 SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
Item 6. Exhibits
31.1 Certification pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: May 10, 2010
Mondial Ventures, Inc.
/s/ Marc Juliar
Marc Juliar, President
8
- --------------------------------------------------------------------------------