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 June 30, 2009
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission File Number: 333-135354
DENARII RESOURCES INC.
(Exact name of Registrant as specified in its charter)
Nevada 98-0491567
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
502 E. John Street
Carson City, Nevada 89706 Telephone: (604) 685-7552
(Address of principal executive offices) (Registrant's telephone number,
including area code)
Former Name, Address and 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 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 past 90 days. Yes [X] No [ ]
We had a total of 61,500,000 shares of common stock issued and outstanding at
July 31, 2009.
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The interim financial statements included herein are unaudited but reflect, in
management's opinion, all adjustments, consisting only of normal recurring
adjustments, that are necessary for a fair presentation of our financial
position and the results of our operations for the interim periods presented.
Because of the nature of our business, the results of operations for the
quarterly period ended June 30, 2009 are not necessarily indicative of the
results that may be expected for the full fiscal year.
2
DENARII RESOURCES INC.
(An Exploration Stage Company)
Balance Sheets
(Stated in US Dollars)
As of
June 30, December 31,
2009 2008
--------- ---------
(Unaudited) (Audited)
Assets
Current assets
Cash $ -- $ --
--------- ---------
Total current assets -- --
--------- ---------
Total Assets $ -- $ --
========= =========
Liabilities
Current liabilities
Accounts payable $ 38,450 $ 22,699
--------- ---------
Total current liabilities 38,450 22,699
Long term liabilities -- --
--------- ---------
Total Liabilities 38,450 22,699
--------- ---------
Equity (Deficit)
100,000,000 Common shares authorized,
61,500,000 Issued at $0.001 per share 61,500 61,500
Additional paid-in capital 223,300 223,300
Deficit accumulated during exploration stage (323,250) (307,499)
--------- ---------
Total stockholders' equity (38,450) (22,699)
--------- ---------
Total liabilities and stock holders' equity $ -- $ --
========= =========
The accompanying notes are an integral part of these financial statements.
3
DENARII RESOURCES INC.
(An Exploration Stage Company)
Statements of Operations
(Stated in US Dollars)
Unaudited
Three Months Ended Six Months Ended March 23, 2006
----------------------------- ----------------------------- (Inception) to
June 30, June 30, June 30, June 30, June 30,
2009 2008 2009 2008 2009
------------ ------------ ------------ ------------ ------------
REVENUES $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
OPERATING EXPENSES
Mineral claims -- -- -- -- 10,000
Professional fees 6,309 15,855 10,750 17,580 306,854
Office 5,001 -- 5,001 -- 6,396
------------ ------------ ------------ ------------ ------------
Total Operating Expenses 11,310 15,855 15,751 17,580 323,250
------------ ------------ ------------ ------------ ------------
NET LOSS BEFORE INCOME TAXES (11,310) (15,855) (15,751) (17,580) (323,250)
Provision for income taxes -- -- -- --
------------ ------------ ------------ ------------ ------------
NET LOSS FOR THE PERIOD $ (11,310) $ (15,855) $ (15,751) $ (17,580) $ (323,250)
============ ============ ============ ============ ============
BASIC AND DILUTED LOSS PER SHARE $ (0.00) $ (0.00) $ (0.02) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 61,500,000 52,575,822 61,500,000 49,707,690
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements
4
DENARII RESOURCES INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
(Unaudited)
Six Months Ended March 23, 2006
----------------------------- (Inception) to
June 30, June 30, June 30,
2009 2008 2009
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (15,751) $ (17,580) $(323,250)
Adjustments to reconcile net loss to net cash
(used in) operating activities: -- -- --
Non cash expense -- -- 223,380
Write off of mineral claims -- -- 10,000
Changes in assets and liabilities
Increase (decrease) bank overdraft -- -- --
(Decrease) in accounts payable 15,751 5,580 38,450
--------- --------- ---------
NET CASH USED IN OPERATING ACTIVITIES -- (12,000) (51,420)
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of mineral claims -- -- (10,000)
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- (10,000)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash -- 12,000 60,800
Repayments of related party loan -- -- --
Proceeds from related party loan -- -- 620
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- 12,000 61,420
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -- -- --
CASH AND CASH EQUIVALENTS
- BEGINNING OF PERIOD -- -- --
--------- --------- ---------
CASH AND CASH EQUIVALENTS
- END OF PERIOD $ -- $ -- $ --
========= ========= =========
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:
Common stock issued for services $ -- $ -- $ --
========= ========= =========
The accompanying notes are an integral part of these financial statements
5
DENARII RESOURCES INC.
(An Exploration Stage Company)
Footnotes to the Financial Statements
From Inception (March 23, 2006) to June 30, 2009
(Stated in US Dollars)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Denarii Resources, Inc. ("Denarii Resources" or the "Company") was organized
under the laws of the State of Nevada on March 23, 2006 to explore mining claims
and property in North America.
Our property, known as the McNab Molybdenum Property, is located on the west
side of Howe Sound near the headwaters of McNab Creek, approximately 40 km
northwest of Vancouver, BC. The McNab Molybdenum property comprises two mineral
claims containing 16 cell claim units totaling 334.809 hectares.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year-end.
b. Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement
exists, goods delivered, the contract price is fixed or determinable, and
collectability is reasonably assured.
c. Income Taxes
The Company prepares its tax returns on the accrual basis. The Company accounts
for income taxes under the Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("Statement 109"). Under Statement 109, deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. 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. Under Statement 109, the effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period
that includes the enactment date.
d. Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e. Assets
The company has no cash as of June 30, 2009.
6
Mineral Property - In 2006 the Company purchased mining claims located in the
McNab Molybdenum Property, located near the headwaters of McNab Creek,
approximately 40 km northwest of Vancouver, BC. Access to the property is
presently via water or helicopter. The property consists of 334.809 hectares The
company plans to development these claims by performing reconnaissance
geological mapping, prospecting and rock sampling. Further development will
include sample drilling and reporting of drilling results. These development
costs are estimated to be approximately $250,000. The company will have to raise
money to cover these development and exploratory costs.
In accordance with FASB No. 89 paragraph 14 "Additional Disclosure by
Enterprises with Mineral Resources Assets" the Company since inception (March
23, 2006) has yet to establish proven or probable mining reserves and has no
quantities of proved mineral reserves or probable mineral reserves. Moreover,
the Company has not purchased or sold proved or probable minerals reserves since
inception. Due to the fact that we have no proven or probable mining reserves
the Company will record our exploration and development costs within operating
expenses, as opposed to capitalizing those costs.
f. Income
Income represents all of the company's revenue less all its expenses in the
period incurred. The Company has no revenues as of June 30, 2009 and has paid
expenses of $323,250 since inception. For the six month period ended June 30,
2009 it has incurred expenses of $15,751 compared to $17,580 for the six month
period ended June 30, 2008.
In accordance with FASB/ FAS 142 option 12, paragraph 11 "Intangible Assets
Subject to Amortization", a recognized intangible asset shall be amortized over
its useful life to the reporting entity unless that life is determined to be
indefinite. If an intangible asset has been has a finite useful life, but the
precise length of that life is not known, that intangible asset shall be
amortized over the best estimate of its useful life. The method of amortization
shall reflect the pattern in which the economic benefits of the intangible asset
are consumed or otherwise used up. If that pattern cannot be reliable
determined, a straight-line amortization method shall be used. An intangible
asset shall not be written down or off in the period of acquisition unless it
becomes impaired during that period.
The Company has determined that its McNab Molybdenum property is to be held and
used for impairment, as per SFAS 144: "Accounting for the Impairment of
Long-Live Assets." Impairment is the condition that exists when the carrying
amount of a long-lived asset (asset group) exceeds its fair value.
An impairment loss shall be recognized only if the carrying amount of a
long-lived asset (asset group) is not recoverable and exceeds its fair value.
The carrying amount of a long-lived asset (asset group) is not recoverable if it
exceeds the sum of the undisclosed cash flows expected to result from the use
and eventual disposition of the asset (asset group).
Our determination is based on the Company's current period operating loss
combined with the Company's history of operating losses and our projection that
demonstrates continuing losses associated with the McNab Molybdenum.
7
In accordance with FASB 144, 25, "An impairment loss recognized for a long-lived
asset (asset group) to be held and used shall be included in income from
continuing operations before income taxes in the income statement of a business
enterprise and in income from continuing operations in the statement of
activities of a not-for-profit organization. If a subtotal such as "income from
operations" is presented, it shall include the amount of that loss." The Company
has recognized the impairment of a long-lived asset by declaring that amount as
a loss in income from operations in accordance with an interpretation of FASB
144.
For the six month period ended:
June 30, June 30,
2009 2008
-------- --------
Revenue $ -- $ --
-------- --------
Expenses
Office 5,001 --
Recognition of an Impairment Loss
(Mineral Claims) -- --
Accounting & Professional Fees 10,750 17,580
-------- --------
Total Expenses 15,751 17,580
Provision for Income Tax -- --
-------- --------
Net Income (Loss) $(15,751) $(17,580)
======== ========
g. Basic Income (Loss) Per Share
In accordance with SFAS No.128-"Earnings Per Share", the basic loss per common
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. At June 30, 2009, the Company has
no stock equivalents that were anti-dilutive and excluded in the earnings per
share computation.
h. Cash and Cash Equivalents
For purposes of the statement of cash flows, the company considers all highly
liquid investments purchased with maturity of three months or less to be cash
equivalents.
i. Liabilities
Liabilities are made up of current liabilities. Current liabilities include
accounts payable of $38,450 as of June 30, 2009.
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NOTE 3 - SHARE CAPITAL
a) Authorized:
100,000,000 common shares with a par value of $0.001
b) Issued:
On March 17, 2009 the Company completed a forward stock split of its common
stock on a ratio of six new shares for every one old share of the Company (6:1).
All references to issued common shares take into account the forward stock
split.
The company issued to the founders 48,000,000 common shares of stock for
$10,000. On October 3, 2007, 2,988,000 of these common shares where cancelled
for a net of founders shares of 45,012,000. The net per share costs was
$0.00013333. The company had two private placements both at $0.10 per share. The
first was on July 1, 2007, 1,500,000 common shares for $25,000 and the second on
September 28, 2007, 1,188,000 common shares for $19,800.
As of December 31, 2007, there are Forty Seven Million Seven Hundred Thousand
(47,700,000) shares issued and outstanding at a value of $0.001 per share On
April 15, 2008 the company issued 600,000 shares for services. On June 2, 2008
the company issued 600,000 shares at $0.01 per share. On June 2, 2008 the
company issued 12,000,000 for services. On October 10, 2008 the company issued
600,000 shares for services.
As of March 31, 2009, there are sixty one million five hundred thousand
(61,500,000) shares issued and outstanding at a value of $0.001 per share There
are no preferred shares authorized. The Company has issued no preferred shares.
The Company has no stock option plan, warrants or other dilutive securities.
NOTE 4 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business.
However, the Company has accumulated a loss and is new.
This raises substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from this uncertainty.
As shown in the accompanying financial statements, the Company has incurred a
net loss of $323,450 for the period from March 23, 2006 (inception) to June 30,
2009 and has not generated any revenues. The future of the Company is dependent
upon its ability to obtain financing and upon future profitable operations from
the development of acquisitions. Management has plans to seek additional capital
through a private placement and public offering of its common stock. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS.
The information in this discussion contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). These forward-looking statements involve risks and uncertainties,
including statements regarding Denarii Resources Inc.'s (the "Company") capital
needs, business strategy and expectations. Any statements contained herein that
are not statements of historical facts may be deemed to be forward-looking
statements. In some cases, you can identify forward-looking statements by
terminology such as "may", "will", "should", "expect", "plan","intend",
"anticipate", "believe", "estimate", "predict", "potential" or "continue", the
negative of such terms or other comparable terminology. Actual events or results
may differ materially. In evaluating these statements, you should consider
various factors, including the risks outlined below, and, from time to time, in
other reports the Company files with the SEC. These factors may cause the
Company's actual results to differ materially from any forward-looking
statement. The Company disclaims any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995.
As used in this quarterly report, the terms "we," "us," "our," and "our company"
mean Denarii Resources Inc. unless otherwise indicated. All dollar amounts in
this quarterly report are in U.S. dollars unless otherwise stated.
OVERVIEW.
Denarii Resources Inc. ("Denarii" or the "Company") was organized under the laws
of the State of Nevada on March 23, 2006, to explore mining claims and property
in North America.
The Company's property, known as McNabb Molybdenum, is located on the west side
of Howe Sound near the headwaters of McNab Creek, approximately 40 km northwest
of Vancouver, BC. The McNabb Molybdenum property comprises two mineral claims
containing 16 cell claim units totalling 334.809 hectares.
We are an exploration stage company and we have not realized any revenues to
date. We do not have sufficient capital to enable us to commence and complete
our exploration program. We will require financing in order to conduct the
exploration program described in the section entitled, "Business of the Issuer."
We are not a "blank check company," as we do not intend to participate in a
reverse acquisition or merger transaction. A "blank check company" is defined by
securities laws as a development stage company that has no specific business
plan or purpose or has indicated that its business plan is to engage in a merger
or acquisition with an unidentified company or companies, or other entity or
person.
10
RESULTS OF OPERATIONS FOR THE PERIOD ENDED JUNE 30, 2009.
The accompanying financial statements show that the Company has incurred a net
loss of $15,751 for the six month period ended June 30, 2009 compared to a net
loss of $17,580 for the six month period ended June 30, 2008 and has not yet
generated any revenues that can offset operating expenses. We anticipate that we
will not earn revenues until such time as we have entered into commercial
production, if any, of our mineral properties. We are presently in the
exploration stage of our business and we can provide no assurance that we will
discover commercially exploitable levels of mineral resources on our properties,
or if such resources are discovered, that we will enter into commercial
production of our mineral properties.
LIQUIDITY AND FINANCIAL CONDITION.
Based on our current operating plan, we do not expect to generate revenue that
is sufficient to cover our expenses for at least the next year. In addition, we
do not have sufficient cash and cash equivalents to execute our operations for
the next year. We will need to obtain additional financing to operate our
business for the next twelve months. We will raise the capital necessary to fund
our business through a private placement and public offering of our common
stock. Additional financing, whether through public or private equity or debt
financing, arrangements with shareholders or other sources to fund operations,
may not be available, or if available, may be on terms unacceptable to us. Our
ability to maintain sufficient liquidity is dependent on our ability to raise
additional capital. If we issue additional equity securities to raise funds, the
ownership percentage of our existing shareholders would be reduced. New
investors may demand rights, preferences or privileges senior to those of
existing holders of our common stock. Debt incurred by us would be senior to
equity in the ability of debt holders to make claims on our assets. The terms of
any debt issued could impose restrictions on our operations. If adequate funds
are not available to satisfy either short or long-term capital requirements, our
operations and liquidity could be materially adversely affected and we could be
forced to cease operations.
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.
INFLATION.
In the opinion of management, inflation has not had a material effect on our
operations.
CONSULTANTS.
The Company currently has no stock option plan.
RESEARCH AND DEVELOPMENT EXPENDITURES.
We have not incurred any research or development expenditures since our
incorporation.
PATENTS AND TRADEMARKS.
We do not own, either legally or beneficially, any patent or trademark.
11
REGISTRATION STATEMENT.
On June 27, 2006, we filed a SB-1 with the Security and Exchange Commission as
defined in Rule 12b-2 (ss. 240.12b-2) of the Securities Exchange Act of 1934
(the "Exchange Act"). The purpose of this registration was to register a class
of securities under Section 12 (g) of the Exchange Act. In July of 2006, The
Company filed an amendment to the registration statement on the form SB-1.
HOLDERS OF OUR COMMON STOCK.
As of June 30, 2009, we had 177 stockholder(s) holding 61,500,000 shares of our
common stock.
DIVIDENDS.
There are no restrictions in our articles of incorporation or by laws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. We would not be able to pay our debts as they become due in the usual
course of business; or
2. Our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution. We have not declared any dividends and we do not
plan to declare any dividends in the foreseeable future.
ITEM 3. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS.
We evaluated the effectiveness of our disclosure controls and procedures as of
the date of this report. This evaluation was conducted by our President and
Chief Executive Officer, Stuart Carnie. 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.
CHANGES IN INTERNAL CONTROLS.
There was no change in our internal controls or in other factors that could
affect these controls during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect our internal control over
financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not a party to any material legal proceedings and to our knowledge, no
such proceedings are threatened or contemplated.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not applicable.
12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to our security holders for a vote during the period
ending June 30, 2009.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit Number Description of Exhibit
- -------------- ----------------------
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
31.1 Certification by Chief Executive Officer and Chief Financial
Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the
Exchange Act, promulgated pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, filed herewith
32.1 Certification by Chief Executive Officer and Chief Financial
Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the
Exchange Act and Section 1350 of Chapter 63 of Title 18 of
the United States Code, promulgated pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 filed herewith
- ----------
(1) Filed with the SEC as an exhibit to our Form SB-1 Registration Statement
originally filed on March 23, 2006.
SIGNATURES
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: August 18, 2009
Signature Title Date
--------- ----- ----
By: /s/ Stuart Carnie Chief Executive Officer, August 18, 2009
- ------------------------- Chief Financial Officer,
Stuart Carnie President, Secretary, Treasurer
and Director (Principal Executive
Officer and Principal Accounting Officer)
13