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 APRIL 30, 2008
Commission file number 333-138107
DMA MINERALS INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
Church Barn, 3 Church Lane
Barlby, Selby, England YO8 5JG
(Address of principal executive offices, including zip code.)
(775)981-9022
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,400,000 shares as of June 4, 2008
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended April 30,
2008, prepared by the company, immediately follow.
2
GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX (206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of DMA Minerals, Inc.
I have reviewed the condensed balance sheet of DMA Minerals, Inc. as of April
30, 2008, and the related condensed statements of operations for the three and
nine months ended April 30, 2008 and 2007 and for the period from June 6, 2006
(inception) to April 30, 2008, and condensed statements of cash flows for the
nine months ended April 30, 2008 and 2007 and for the period from June 6, 2006
(inception) to April 30, 2008. These financial statements are the responsibility
of the company's management.
I conducted my review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying interim financial statements for them to be in
conformity with generally accepted accounting principles in the United States of
America.
I have previously audited, in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States), the balance sheet of DMA
Minerals, Inc. as of July 31, 2007, and the related statements of operations,
retained earnings and cash flows for the year then ended (not presented herein);
in my report dated October 22, 2007, I expressed a going concern opinion on
those financial statements. In my opinion, the information set forth in the
accompanying condensed balance sheet as of July 31, 2007, is fairly stated, in
all material respects, in relation to the balance sheet from which it has been
derived.
/s/ George Stewart, CPA
- --------------------------------
Seattle, Washington
June 5, 2008
3
DMA MINERALS INC.
(An Exploration Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
As of As of
April 30, July 31,
2008 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 45,406 $ 53,146
Deposit -- 3,000
-------- --------
TOTAL CURRENT ASSETS 45,406 56,146
-------- --------
TOTAL ASSETS $ 45,406 $ 56,146
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Payable to a Director 5,000 5,000
-------- --------
TOTAL CURRENT LIABILITIES 5,000 5,000
TOTAL LIABILITIES 5,000 5,000
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 2,400,000 shares issued and outstanding
as of April 30, 2008 and July 31, 2007 respectively 2,400 2,400
Additional paid-in capital 63,600 63,600
Deficit accumulated during exploration stage (25,594) (14,854)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 40,406 51,146
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 45,406 $ 56,146
======== ========
See Notes to Financial Statements
4
DMA MINERALS INC.
(An Exploration Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
June 6, 2006
Three Months Three Months Nine Months Nine Months (inception)
Ended Ended Ended Ended through
April 30, April 30, April 30, April 30, April 30,
2008 2007 2008 2007 2008
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ 100 $ 100
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- 100 100
PROFESSIONAL FEES 1,100 1,000 4,600 5,900 11,500
GENERAL & ADMINISTRATIVE EXPENSES 320 337 6,140 6,698 14,194
---------- ---------- ---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (1,420) (1,337) (10,740) (12,598) (25,694)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (1,420) $ (1,337) $ (10,740) $ (12,498) $ (25,594)
========== ========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.01)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,400,000 2,400,000 2,400,000 1,716,788
========== ========== ========== ==========
See Notes to Financial Statements
5
DMA MINERALS INC.
(An Exploration Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
June 6, 2006
Nine Months Nine Months (inception)
Ended Ended through
April 30, April 30, April 30,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(10,740) $(12,498) $(25,594)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Deposit 3,000 (3,000) --
Accounts Payable -- -- --
Payable to a Director -- 5,000 5,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (7,740) (10,498) (20,594)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 1,200 2,400
Additional paid-in capital -- 58,800 63,600
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 60,000 66,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (7,740) 49,502 45,406
CASH AT BEGINNING OF PERIOD 53,146 5,385 --
-------- -------- --------
CASH AT END OF YEAR $ 45,406 $ 54,887 $ 45,406
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
6
DMA MINERALS, INC.
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2008
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
DMA Minerals Inc. (the Company) was incorporated on June 6, 2006 under the laws
of the State of Nevada. The Company is primarily engaged in the acquisition and
exploration of mining properties.
The Company has been in the exploration stage since its formation and has not
yet realized any revenues from its planned operations. Upon the location of
commercially mineable reserves, the Company plans to prepare for mineral
extraction and enter the development stage.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Company reports revenue and expenses using the accrual method of accounting
for financial and tax reporting purposes. The Company has elected a July 31,
year-end.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with generally accepted accounting principles. Those
estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues
and expenses.
PRO FORMA COMPENSATION EXPENSE
No stock options have been issued by DMA Minerals, Inc. Accordingly, no pro
forma compensation expense is reported in these financial statements.
MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS
The Company expenses all costs related to the acquisition and exploration of
mineral properties in which it has secured exploration rights prior to
establishment of proven and probable reserves. To date, the Company has not
established the commercial feasibility of any exploration prospects; therefore,
all costs are being expensed.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization when appropriate using both
straight-line and declining balance methods over the estimated useful life of
the assets (five to seven years). Expenditures for maintenance and repairs are
charged to expense as incurred. Additions, major renewals and replacements that
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DMA MINERALS, INC.
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2008
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation, is removed from the
appropriate accounts and the resultant gain or loss is included in net income.
INCOME TAXES
The Company accounts for its income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under
Statement 109, a liability method is used whereby deferred tax assets and
liabilities are determined based on temporary differences between basis used for
financial reporting and income tax reporting purposes. Income taxes are provided
based on tax rates in effect at the time such temporary differences are expected
to reverse. A valuation allowance is provided for certain deferred tax assets if
it is more likely than not, that the Company will not realize the tax assets
through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial accounting Standards Statement No. 107, "Disclosures About Fair Value
of Financial Instruments", requires the Company to disclose, when reasonably
attainable, the fair market values of its assets and liabilities which are
deemed to be financial instruments. The Company's financial instruments consist
primarily of cash and certain investments.
INVESTMENTS
Investments that are purchased in other companies are valued at cost less any
impairment in the value that is other than temporary in nature.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the
period presented by the weighted average number of shares outstanding during
such period.
NOTE 3 - PROVISION FOR INCOME TAXES
The provision for income taxes for the period ended April 30, 2008 represents
the minimum state income tax expense of the Company, which is not considered
significant.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
8
DMA MINERALS, INC.
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2008
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.
NOTE 6 - GOING CONCERN
Future issuances of the Company's equity or debt securities will be required in
order for the Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to meet operating
expenses.
The consolidated financial statements of the Company have been prepared assuming
that the Company will continue as a going concern, which contemplates, among
other things, the realization of assets and the satisfaction of liabilities in
the normal course of business. The Company has incurred cumulative net losses of
$25,594 since its inception and requires capital for its contemplated
operational activities to take place. The Company's ability to raise additional
capital through the future issuances of common stock is unknown. The obtainment
of additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to the
attainment of profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors raise substantial
doubt about the Company's ability to continue as a going concern. The
consolidated financial statements of the Company do not include any adjustments
that may result from the outcome of these aforementioned uncertainties.
NOTE 7 - RELATED PARTY TRANSACTIONS
At of April 30, 2008, a loan payable in the amount of $5,000 was due Daniel
Martinez-Atkinson (a director) of which the loan is non-interest bearing with no
specific repayment terms.
Daniel Martinez-Atkinson, the sole officer and director of the Company may, in
the future, become involved in other business opportunities as they become
available, thus he may face a conflict in selecting between the Company and his
other business opportunities. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 8 - STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
9
DMA MINERALS, INC.
(An Exploration Stage Company)
Notes to Financial Statements
April 30, 2008
NOTE 8 - STOCK TRANSACTIONS - CONTINUED
On June 6, 2006 the Company issued a total of 1,200,000 shares of common stock
to one director for cash in the amount of $0.005 per share for a total of
$6,000.
1,200,000 common shares were issued to 26 investors in the Company's SB-2
offering for the aggregate sum of $60,000 in cash. The Regulation SB-2 offering
was declared effective by the Securities and Exchange Commission on November 8,
2006 and completed on December 4, 2006.
As of April 30, 2008 the Company had 2,400,000 shares of common stock issued and
outstanding.
NOTE 9 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of April 30, 2008:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 2,400,000 shares
issued and outstanding.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
RESULTS OF OPERATIONS
We are an exploration stage company and have generated no revenues since
inception and have incurred $25,594 in expenses through April 30, 2008.
The following table provides selected financial data about our company for the
periods ended April 30, 2008 and 2007.
Balance Sheet Data: 4/30/08 4/30/07
------------------- ------- -------
Cash $45,406 $54,887
Total assets $45,406 $57,887
Total liabilities $ 5,000 $ 5,000
Shareholders' equity $40,406 $52,887
Cash provided by financing activities since inception through April 30, 2008 was
$66,000, $6,000 from the sale of shares to our officer and director in June 2006
and $60,000 resulting from the sale of our common stock in our initial public
offering to 26 independent investors in December 2006.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at April 30, 2008 was $45,406, with $5,000 in outstanding
liabilities consisting of a loan from our director. The loan is non-interest
bearing with no specific terms of repayment. If we experience a shortfall of
cash our director has agreed to loan us additional funds for operating expenses,
however he has no legal obligation to do so. Total expenditures over the next 12
months are expected to be approximately $30,000. We are an exploration stage
company and have generated no revenue to date.
11
PLAN OF OPERATION
Phase one of our exploration program has been completed at a cost of $4,950. Our
plan of operation for the next twelve months is to proceed with the next two
phases of the exploration program if recommended by the consulting geologist
based upon the results of the first phase of exploration. The fieldwork program
of phase one was conducted during the period of May 12-15, 2007. The program
included reconnaissance geological mapping and prospecting to define an area to
undertake a line of MMI soil sampling. A total of 17 samples were taken for
analysis. We are currently in consultation with the geologist to assess the
merit of a follow-up two phase program to test the validity of the results of
the first phase of exploration.
If it is determined that it is prudent to proceed with further exploration the
following two phase exploration proposal and cost estimate is offered with the
understanding that the second phase is contingent upon positive (encouraging)
results being obtained from the first phase:
PHASE 1
Detailed MMI follow-up, magnetometer and VLF
electromagnetic, grid controlled surveys over the areas of
interest determined by the current survey. Included in this
estimated cost is transportation, geological mapping and
supervision, accommodation, board, grid installation, two
geophysical surveys, geochemical analyses, maps and reports $12,000
PHASE 2
Induced polarization survey over grid controlled anomalous
areas of interest outlined by Phase 1 fieldwork. Hoe or
bulldozer trenching, mapping and sampling of bedrock
anomalies. Includes assays, detailed maps and reports $37,500
-------
Estimated Total $49,500
=======
The above program costs are management's estimates based upon the
recommendations of the professional geologist and the actual project costs may
exceed our estimates. Subject to the results of phases 1 we anticipate
commencing with phase 2 in summer of 2008, depending upon the weather and
geologist's availability. It is estimated that this phase will take
approximately 4 weeks to complete.
We will require additional funding to proceed with any subsequent work on the
claim; we have no current plans on how to raise the additional funding. We
cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work after the exploration program.
12
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-138107, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
13
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) 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.
June 4, 2008 DMA Minerals Inc., Registrant
By: /s/ Daniel Martinez-Atkinson
---------------------------------------------
Daniel Martinez Atkinson, President,
Chief Executive Officer, Principal Accounting
Officer, and Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
June 4, 2008 DMA Minerals Inc., Registrant
By: /s/ Daniel Martinez-Atkinson
---------------------------------------------
Daniel Martinez Atkinson, President,
Chief Executive Officer, Principal Accounting
Officer, and Chief Financial Officer
14