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 SEPTEMBER 30, 2008
Commission File Number 333-152330
MONDAS MINERALS CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13983 West Stone Avenue
Post Falls, ID 83854
(Address of principal executive offices, including zip code.)
1-208-964-0755
(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: 1,500,000 shares as of September 30,
2008.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended September 30,
2008, prepared by the company, immediately follow.
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Mondas Minerals Corp.
(An exploration stage company)
Balance Sheets
(Unaudited)
Three Months
ended As of
September 30, June 30,
2008 2008
-------- --------
ASSETS
Current Assets
Cash $ 3,207 $ 8,000
-------- --------
Total Current Assets 3,207 8,000
Fixed Assets
Total Fixed Assets -- --
-------- --------
Total Assets $ 3,207 $ 8,000
======== ========
LIABILITIES
Current Liabilities
Loan from Director $ -- $ --
-------- --------
Total Current Liabilities -- --
-------- --------
Long term Liabilities -- --
-------- --------
Total Liabilities -- --
======== ========
EQUITY
100,000,000 Common Shares Authorized at $0.0001 par value
1,500,000 common shares issued and outstanding 150 150
Additional Paid in Capital 14,850 14,850
Deficit Accumulated during Exploration Stage (11,793) (7,000)
-------- --------
Total Stockholders Equity 3,207 8,000
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 3,207 $ 8,000
======== ========
The accompanying notes are an integral part of these financial statements.
3
Mondas Minerals Corp.
(An exploration stage company)
Statements of Operations
(Unaudited)
Three months From Inception on
ended April 25, 2008 to
September 30, September 30,
2008 2008
---------- ----------
Revenue $ -- $ --
---------- ----------
Expenses
General and Administrative 4,793 4,793
---------- ----------
Total Expenses 4,793 4,793
---------- ----------
Other Income (expenses)
Recognition of an Impairment Loss (Mineral Claims) -- 7,000
---------- ----------
Income
Income (Loss) Before Income Taxes (4,793) (11,793)
---------- ----------
Provision For Income Taxes -- --
---------- ----------
Net Income (Loss) $ (4,793) $ (11,793)
========== ==========
Basic & Diluted (Loss) per Common Share (0.003) (0.008)
---------- ----------
Weighted Average Number of Common Shares 1,500,000 1,500,000
---------- ----------
The accompanying notes are an integral part of these financial statements.
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Mondas Minerals Corp.
(An exploration stage company)
Statements of Stockholders' Equity (Deficiency)
From Inception April 25, 2008 to September 30, 2008
Deficit
Accumulated
Common Stock During
-------------------- Paid in Exploration Total
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Balance at Inception on April 25, 2008 -- $ -- $ -- $ -- $ --
---------- ------- -------- --------- ---------
Common Shares issued to founders @
$0.01 per share, (par value $0.0001)
on May 13, 2008 1,500,000 $ 150 $ 14,850 15,000
Net loss for the period from inception
on April 25, 2008 to June 30, 2008 (audited) (7,000) (7,000)
---------- ------- -------- --------- ---------
Balance, June 30, 2008 1,500,000 $ 150 $ 14,850 (7,000) 8,000
========== ======= ======== ========= =========
Net loss for the period ending
September 30, 2008 (Unaudited) (4,793) (4,793)
---------- ------- -------- --------- ---------
Balance, September 30, 2008 1,500,000 $ 150 $ 14,850 $ (11,793) $ 3,207
========== ======= ======== ========= =========
The accompanying notes are an integral part of these financial statements.
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Mondas Minerals Corp.
(An exploration stage company)
Statements of Cash Flows
(Unaudited)
Three months From Inception on
ended April 25, 2008 to
September 30, September 30,
2008 2008
-------- --------
OPERATING ACTIVITIES
Net Income (Loss) $ (4,793) $(11,793)
Accounts Payable -- --
Impairment of Mineral Rights -- 7,000
-------- --------
NET CASH FROM OPERATING ACTIVITIES (4,793) (4,793)
-------- --------
NET CASH AFTER OPERATING ACTIVITIES (4,793) (4,793)
FINANCING ACTIVITIES
Mineral rights -- (7,000)
Loan from Director -- --
-------- --------
NET CASH FROM FINANCING ACTIVITIES -- (7,000)
-------- --------
NET CASH AFTER OPERATING AND FINANCIAL ACTIVITIES (4,793) (11,793)
INVESTING ACTIVITIES
Common Shares Issued to Founders, @ $0.01 Per Share -- 15,000
-------- --------
NET CASH FROM INVESTING ACTIVITIES -- 15,000
-------- --------
NET CASH AFTER OPERATING, FINANCIAL AND INVESTING ACTIVITIES (4,793) 3,207
Provision for Income Tax -- --
Cash at Beginning of Period 8,000 --
-------- --------
CASH AT END OF PERIOD $ 3,207 $ 3,207
======== ========
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest Expense $ 0 $ 0
-------- --------
Income Taxes $ 0 $ 0
-------- --------
The accompanying notes are an integral part of these financial statements.
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Mondas Minerals Corp.
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2008
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, and cash flows at September 30,
2008, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. It
is suggested that these condensed financial statements be read in
conjunction with the financial statements and notes thereto included in the
Company's June 30, 2008 audited financial statements. The results of
operations for the periods ended September 30, 2008 and 2007 are not
necessarily indicative of the operating results for the full years.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could
be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and
significant shareholders sufficient to meet its minimal operating expenses
and seeking equity and/or debt financing. However management cannot provide
any assurances that the Company will be successful in accomplishing any of
its plans.
The ability of the Company to continue as a going concern is dependent upon
its ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain
profitable operations. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to
continue as a going concern.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements, made in connection with this Form 10-Q
that are attributable to us or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
The safe harbors of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(D) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbors set forth under
the Reform Act are unavailable to us.
BUSINESS
We are an exploration stage company with no revenues or operating history. We
currently own a 100% undivided interest in the Ram 1-4 Mineral Claims located in
Esmeralda County, Nevada that we call the "Ram Property." We intend to conduct
mineral exploration activities on the Ram Property in order to assess whether it
contains any commercially exploitable mineral reserves. Currently there are no
known mineral reserves on the property. We have not earned any revenues to date,
and our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $4,793 for the three months ended September
30, 2008. These expenses consisted of general operating expenses and
professional fees incurred in connection with the day to day operation of our
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business and the preparation and filing of our required reports with the U.S.
Securities and Exchange Commission.
Our net loss from inception (April 25, 2008) through September 30, 2008 was
$11,793.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at September 30, 2008 was $3,207. We have no outstanding
liabilities. In order to achieve our exploration program goals, we need the
funding of $25,000 from the offering of registered shares pursuant to a
registration statement on Form S-1 filed with the SEC under file number
333-152330 which became effective on August 12, 2008.
If we experience a shortage of funds prior to completing our offering we may
utilize funds from a director who has informally agreed to advance funds to
allow us to pay for business operations, however our director has no formal
commitment, arrangement or legal obligation to advance or loan funds to us.
PLAN OF OPERATION
Our plan of operation for the twelve months following the completion of the
offering, of which there is no guarantee, is to complete the first two phases of
the exploration program on our claims consisting of geological mapping, soil
sampling and rock sampling. In addition to the $9,500 we anticipate spending for
Phase 1 and $9,500 on Phase 2 of the exploration program as outlined below, we
anticipate spending an additional $9,000 on professional fees, including fees
payable in connection with the filing of this registration statement and
complying with reporting obligations, and general administrative costs. Total
expenditures over the next 12 months are therefore expected to be approximately
$28,000, which is the amount to be raised in our offering and our cash on hand.
If we experience a shortage of funds prior to funding during the next 12 months,
we may utilize funds from our director, who has informally agreed to advance
funds to allow us to pay for professional fees, including fees payable in
connection with the filing of this registration statement and operation
expenses, however, he has no formal commitment, arrangement or legal obligation
to advance or loan funds to the company. We will require the funds from our
offering to proceed.
We engaged Mr. James W. McLeod, P. Geo., to prepare a geological evaluation
report on the Ram Property. Mr. McLeod's report summarizes the results of the
history of the exploration of the mineral claims, the regional and local geology
of the mineral claims and the mineralization and the geological formations
identified as a result of the prior exploration in the claim areas. The
geological report also gives conclusions regarding potential mineralization of
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the mineral claims and recommends a further geological exploration program on
the mineral claims. The exploration program recommended by Mr. McLeod is as
follows:
Phase Exploration Program Cost Status
----- ------------------- ---- ------
Phase 1 Detailed Prospecting, mapping and soil $ 9,500 Expected to be completed in fall, 2008
geochemistry. The timeline for (dependent on consulting geologist's
accomplishing this phase of fieldwork schedule).
including the turn-around time on analyses
is approximately two months.
Phase 2 Magnetometer and VLF electromagnetic, grid $ 9,500 Expected to be completed in winter, 2008
controlled surveys over the areas of (depending on the results of Phase 1, and
interest determined by the Phase 1 survey. consulting geologist's schedule).
Included in this estimated cost is
transportation, accommodation, board, grid
installation, two geophysical surveys, maps
and report
Phase 3 Induced polarization survey over grid $25,000 Expected to be completed in 2009 (depending
controlled anomalous area of interest on the results of Phase 2, and consulting
outlined by Phase 1 and 2 fieldwork. Hoe or geologist's schedule.)
bulldozer trenching, mapping and sampling of
bedrock anomalies. Includes assays, maps and
reports.
TOTAL ESTIMATED COST $44,000
If we are successful in raising the funds from our offering we plan to commence
Phase 1 of the exploration program on the claims in the fall of 2008. We have a
verbal agreement with James McLeod, the consulting geologist, who prepared the
geology report on our claims, to retain his services for our planned exploration
program. We expect this phase to take two weeks to complete and an additional
three months for the consulting geologist to receive the results from the assay
lab and prepare his report. If Phase 1 of the exploration program is successful,
we anticipate commencing Phase 2 in the winter of 2008. We expect this phase to
take three weeks to complete and an additional three months for the consulting
geologist to receive the results from the assay lab and prepare his report.
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.
Following phase two of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase three of our
exploration program if we are able to raise the funds necessary. The estimated
cost of this program is $25,000 and will take approximately 4 weeks to complete
and an additional three to four months for the consulting geologist to receive
the results from the assay lab and prepare his report.
Subject to financing, we anticipate commencing the third phase in 2009. We will
require additional funding to proceed with phase three and any subsequent work
on the claims, we have no current plans on how to raise the additional funding.
10
We cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work after the first phase of the
exploration program.
ITEM 4. CONTROLS AND PROCEDURES.
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) of
the Securities Exchange Act of 1934, or the "Exchange Act." This term refers to
the controls and procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the SEC. Our management, including
our Principal Executive Officer and Principal Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this Quarterly Report on Form 10-Q. Based upon that
evaluation, our Principal Executive Officer and Principal Financial Officer have
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this Quarterly Report on Form 10-Q.
There were no changes to our internal control over financial reporting during
our last fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 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 registration statement on
form S-1, filed under SEC File Number 333-152330, at the S.E.C. 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
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.
October 16, 2008 Mondas Minerals Corp., Registrant
By: /s/ Scott Bengfort
-----------------------------------------------------
Scott Bengfort, President and Chief Executive 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.
October 16, 2008 Mondas Minerals Corp., Registrant
By: /s/ Scott Bengfort
-----------------------------------------------------
Scott Bengfort, President, Secretary and Treasurer
Chief Financial Officer (Principal Executive Officer
and Principal Accounting Officer)
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