U.S.SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-Q
Quarterly Report under Section 13) or 15(d) of
The Securities Act of 1934
For the Period ended January 31, 2009
Commission File Number 333-139915
MADRONA VENTURES, INC.
(Name of small business issuer in its charter)
Nevada N/A
(State of incorporation) (Employer ID Number)
102-5212 48th. Street
Red Deer, Alberta, Canada T4N 7C3
(403) 770-8095
(Address and telephone number of principal executive offices)
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. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act). 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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
There were 6,525,000 shares of Common Stock outstanding as of January 31, 2009.
ITEM 1. FINANCIAL STATEMENTS
MADRONA VENTURES INC.
(An Exploration Stage Company)
Balance Sheets
(Unaudited)
- --------------------------------------------------------------------------------
January 31, July 31,
2009 2008
- $ - - $ -
------- -------
ASSETS
Current assets
Cash 87 206
======= =======
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities 11,600 13,645
Due to related parties 25,334 14,715
------- -------
36,934 28,360
STOCKHOLDERS' DEFICIT
Common stock
Authorized:
75,000,000 common shares with a par value of $0.001
Issued and outstanding:
6,525,000 common shares 6,525 6,525
Additional paid in capital 48,975 48,975
Deficit accumulated during the exploration stage (92,347) (83,654)
------- -------
(36,847) (28,154)
------- -------
87 206
======= =======
- See Accompanying Note to the Financial Statements -
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MADRONA VENTURES INC.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
- --------------------------------------------------------------------------------
Cumulative from
Three months Three months Six months Six months June 21, 2005
ended ended ended ended (Inception) to
January 31, January 31, January 31, January 31, January 31,
2009 2008 2009 2008 2009
- $ - - $ - - $ - - $ - - $ -
--------- --------- --------- --------- ---------
EXPENSES
General and administrative 3,321 3,326 8,693 4,021 53,332
Mineral interests -- -- -- -- 39,015
--------- --------- --------- --------- ---------
NET LOSS 3,321 3,326 8,693 4,021 92,347
========= ========= ========= ========= =========
BASIC AND DILUTED NET LOSS
PER SHARE (0.00) (0.00) (0.00) (0.00)
========= ========= ========= =========
WEIGHTED AVEAGE NUMBER OF SHARES
OUTSTANDING - BASIC AND DILUTED 6,525,000 6,525,000 6,525,000 6,525,000
========= ========= ========= =========
- See Accompanying Note to the Financial Statements -
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MADRONA VENTURES INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
- --------------------------------------------------------------------------------
Cumulative from
Six months Six months June 21, 2005
ended ended (Inception) to
January 31, January 31, January 31,
2009 2008 2009
- $ - - $ - - $ -
------- ------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss (8,693) (4,021) (92,347)
Changes in non-cash working capital items:
Accounts payable and accrued liabilities (2,045) (5,500) 11,600
------- ------- -------
Net cash used in operations (10,738) (9,521) (80,747)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related party 10,619 9,600 25,334
Shares issued for cash -- -- 55,500
------- ------- -------
Net cash provided by financing activities 10,619 9,600 80,834
------- ------- -------
NET INCREASE (DECREASE) IN CASH (119) 79 87
CASH, BEGINNING 206 270 --
------- ------- -------
CASH, ENDING 87 349 87
======= ======= =======
Supplemental cash flow information:
Cash paid for:
- Interest -- -- --
- Income taxes -- -- --
======= ======= =======
- See Accompanying Note to the Financial Statements-
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MADRONA VENTURES INC.
(An Exploration Stage Company)
Note to the Financial Statements
January 31, 2009
(Unaudited)
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
Unaudited Interim Financial Statements
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principals and the
rules and regulations of the Securities and Exchange Commission. They do not
include all information and footnotes required by United States generally
accepted accounting principles for complete financial statements. However,
except as disclosed herein, there have been no material changes in the
information disclosed in the notes to the financial statements for the year
ended July 31, 2008 included in the Company's Report on Form 10-K filed with the
Securities and Exchange Commission. The interim unaudited financial statements
should be read in conjunction with those financial statements included in the
Form 10-K. In the opinion of management, all adjustments considered necessary
for a fair presentation, consisting solely of normal recurring adjustments, have
been made. Operating results for the six months ended January 31, 2009 are not
necessarily indicative of the results that may be expected for the year ending
July 31, 2009.
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ITEM 2. MANAGEMENT'S DISCUSSION, ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FORWARD-LOOKING STATEMENTS
Statements contained herein which are not historical facts are forward-looking
statements as that term is defined by the Private Securities Litigation Reform
Act of 1995. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
from those projected. The Company cautions investors that any forward-looking
statements made by the Company are not guarantees of future performance and
actual results may differ materially from those in the forward-looking
statements. Such risks and uncertainties include without limitation: established
competitors who have substantially greater financial resources and operating
histories, regulatory delays or denials, ability to compete as a start-up
company in a highly competitive market and access to sources of capital.
The following discussion and analysis should be read in conjunction with our
financial statements and notes thereto included elsewhere in this form 10-Q.
Except for the historical information contained herein, the discussion in this
form 10-Q contains certain forward-looking statements that involve risk and
uncertainties, such as statements of plans, objectives, expectations and
intentions. The cautionary statements made in this form 10-Q should be read as
being applicable to all related forward-looking statements wherever they appear
in this form 10-Q. The Company's actual results could differ materially from
those discussed here.
The Company was incorporated in the State of Nevada on June 21, 2005 and is an
exploration stage company. The Company is in the business of acquiring,
exploring and developing mineral properties.
During the year ended July 31, 2008 we carried out exploration of our mineral
claim, known as the Telluric Gold Property, consisting of 2 Mineral Title
Submissions containing 40 cells totaling 1,099 acres. The results of exploration
were not positive and we abandoned the property and allowed the claim to lapse
as of August 15, 2008. The claim did not contain any reserves and therefore all
funds that we spent on exploration were lost. The cost of phase one exploration
work was $7,568.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to identify and acquire an
interest in alternate mineral properties on which we will carry out exploration
activities. We anticipate spending approximately $20,000 on professional fees
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including fees payable in connection with complying with reporting obligations
and general administrative costs during the next twelve months. Unless we are
able to raise additional funding and secure a property for exploration, the
$20,000 will be our total estimated operating costs.
MONTHS 1 THROUGH 3
Bookkeeping, general expenses and filing fees, $4,600
MONTHS 4 THROUGH 6
Bookkeeping, general expenses and filing fees, $4,500
MONTHS 7 THROUGH 9
Bookkeeping, general expenses and filing fees, $6,200
MONTHS 10 THROUGH 12
Bookkeeping, general expenses and filing fees, $4,700
We expect to operate at a loss during our initial development/operating period.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.
LIQUIDITY AND CAPITAL RESOURCES
Our cash reserves are not sufficient to meet our obligations for the next twelve
month period. As a result, we will need to seek additional funding in the near
future. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of our common stock. We may also seek to obtain
short-term loans from our directors, although no such arrangements have been
made. At this time, we cannot provide investors with any assurance that we will
be able to obtain sufficient funding from the sale of our common stock or
through a loan from our directors to meet our obligations over the next twelve
months. We do not have any arrangements in place for any future equity
financing.
We may consider seeking an arrangement with a joint-venture partner that would
provide the required funding in exchange for a part interest in any mineral
property. We have not undertaken any efforts to locate a joint venture partner.
There is no guarantee that we will be able to locate a joint venture partner who
will assist us in funding exploration expenditures upon acceptable terms.
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We expect to continue to search for mineral properties that we can explore but
there is no guaranty that this will occur.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
RESULTS OF OPERATIONS
We did not earn any revenues during the three month period ending January 31,
2009 and have generated no revenues since inception.
There was no cash provided by financing activities for the three month period
ending January 31, 2009.
We have incurred operating expenses in the amount of $3,321 for the three month
period ending January 31, 2009. For the same three month period ending January
31, 2008 our operating expense was $3,326.
Our net loss for the three month period ending January 31, 2009 was $3,321. Our
net loss from inception through January 31, 2009 was $92,347.
At January 31, 2009 we had total assets of $87 in cash and at the same date
accounts payable of $11,600.
The following table provides selected financial data about our Company as at
January 31, 2009 and July 31, 2008.
Balance Sheet Data: 1/31/09 7/31/08
------------------- ------- -------
Cash $ 87 $ 206
Total assets $ 87 $ 206
Total Liabilities $ 36,934 $ 28,360
Shareholder's equity $(36,847) $(28,154)
We have not attained profitable operations and are dependent upon obtaining
financing to pursue the exploration of mineral properties.
In their report on our audited financial statements as at July 31, 2008, our
auditors raised substantial doubt about our ability to continue as a going
concern unless we are able to raise additional capital and ultimately to
generate profitable operations.
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SIGNIFICANT ACCOUNTING POLICIES
It is suggested that these financial statements be read in conjunction with our
July 31, 2008 audited financial statements and notes thereto, which can be found
in our Form 10K annual filing and amendments thereto, on the SEC website at
www.sec.gov under our SEC File Number 333-139915.
Our significant accounting policies are as follows:
MINERAL INTERESTS
The Company has been in the exploration stage of its resource business since its
formation on June 21, 2005 and has not realized any revenues from its planned
operations. It is primarily engaged in the acquisition, exploration and
development of mineral properties. Mineral property acquisition, exploration and
development costs are expensed as incurred until such a time as economic
reserves are quantified. The recoverability of capitalized costs of mineral
properties are presumed to be insupportable under FASB Statement No. 144 prior
to determining the existence of a commercially mineral deposit, as contemplated
by Industry Guide 7 for mining companies in the exploration stage. Further, the
Company has considered the guidance under EITF 04-2 and has and has determined
that capitalization of mineral property acquisition costs is inappropriate at
the current stage of the Company's mineral property exploration activities. When
it has been determined that a mineral property can be economically developed as
a result of establishing proven and profitable reserves, the costs incurred to
develop such property will be capitalized. Such costs will be amortized using
the unit-of-production method over the estimated life of proven reserves. As of
the date of these financial statements, the Company has incurred only
exploration costs which have been charged to operations. To date the Company has
not established and proven or probable reserves on its mineral properties.
FOREIGN CURRENCY TRANSACTIONS
The Company's functional reporting currency will be the U.S. dollar. No
significant gains or losses were recorded from inception (June 25, 2005) to
January 31, 2009.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting Company we are not required to provide the disclosure
required by this item.
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ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE 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 accumulated and communicated to our management, including our
principal executive and financial officer, 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.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended January 31, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales of unregistered securities during the period of this report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities during the period of this report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the period
covered by this report.
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ITEM 5. OTHER INFORMATION
There was no information required to be disclosed on form 8-K during the period
of this report.
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 form SB-2 Registration
Statement, filed under SEC File Number 333-146934, at the SEC website at
www.sec.gov:
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Rule 13a-14(a)/14a-15(d) Certification
31.2 Rule 13a-14(a)/14a-15(d) Certification
32.1 Certification pursuant to 18 U.S.C. 1350
32.2 Certification pursuant to 18 U.S.C. 1350
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.
March 9, 2009 Madrona Ventures Inc., Registrant
By: /s/ Reese Baglole
-------------------------------------------
Reese Baglole President, Chief Executive
Officer, Chief Financial Officer, Principal
Accounting Officer, Treasurer & Director
By: /s/ Dave Shaw
-------------------------------------------
Dave Shaw, Director
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