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 DECEMBER 31, 2009
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)
Telephone 1-208-964-0755 Facsimile 1-678-669-7952
(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: 2,500,000 shares as of February 4,
2010
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended December 31,
2009, prepared by the company, immediately follow.
2
Mondas Minerals Corp.
(An exploration stage company)
Balance Sheets
(Unaudited)
Period ended As of
December 31, June 30,
2009 2009
-------- --------
ASSETS
Current Assets
Cash $ 56 $ 616
-------- --------
Total Current Assets 56 616
Equipment
Total Equipment -- --
-------- --------
Total Assets $ 56 $ 616
======== ========
LIABILITIES
Current Liabilities
Accounts Payable $ -- $ 80
Loan from Director 13,000 4,500
-------- --------
Total Current Liabilities 13,000 4,580
-------- --------
Long term Liabilities -- --
-------- --------
Total Liabilities 13,000 4,580
======== ========
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 (27,944) (18,964)
-------- --------
Total Stockholders Equity (12,944) (3,964)
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 56 $ 616
======== ========
The accompanying notes are an integral part of these financial statements.
3
Mondas Minerals Corp.
(An exploration stage company)
Statements of Operations
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
3 months 3 months 6 months 6 months From Inception on
ended ended ended ended April 25, 2008
December 31, December 31, December 31, December 31, December 31,
2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- ----------
Revenue $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
Expenses
General and Administrative 3,325 2,305 8,980 7,098 20,944
---------- ---------- ---------- ---------- ----------
Total Expenses 3,325 2,305 8,980 7,098 20,944
---------- ---------- ---------- ---------- ----------
Other Income (expenses)
Recognition of an Impairment Loss
(Mineral Claims) -- -- -- -- 7,000
---------- ---------- ---------- ---------- ----------
Income
Income (Loss) Before Income Taxes (3,325) (2,305) (8,980) (7,098) (27,944)
---------- ---------- ---------- ---------- ----------
Provision For Income Taxes -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net Income (Loss) $ (3,325) $ (2,305) $ (8,980) $ (7,098) $ (27,944)
========== ========== ========== ========== ==========
Basic & Diluted (Loss) per Common Share (0.002) (0.002) (0.006) (0.005) (0.019)
---------- ---------- ---------- ---------- ----------
Weighted Average Number of Common Shares 1,500,000 1,500,000 1,500,000 1,500,000 1,500,000
---------- ---------- ---------- ---------- ----------
The accompanying notes are an integral part of these financial statements.
4
Mondas Minerals Corp.
(An exploration stage company)
Statements of Stockholders' Equity (Deficiency)
From Inception April 25, 2008 to December 31, 2009
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 year ending June 30, 2009 (11,964) (11,964)
---------- ------- -------- --------- ---------
Balance, June 30, 2009 1,500,000 150 14,850 (18,964) (3,964)
========== ======= ======== ========= =========
Net loss for the period ending
September 30, 2009 (unaudited) (5,655) (5,655)
---------- ------- -------- --------- ---------
Balance, September 30, 2009 1,500,000 150 14,850 (24,619) (9,619)
========== ======= ======== ========= =========
Net loss for the period ending
December 31, 2009 (unaudited) (3,325) (3,325)
---------- ------- -------- --------- ---------
Balance, December 31, 2009 1,500,000 $ 150 $ 14,850 $ (27,944) $ (12,944)
========== ======= ======== ========= =========
The accompanying notes are an integral part of these financial statements.
5
Mondas Minerals Corp.
(An exploration stage company)
Statements of Cash Flows
(Unaudited) (Unaudited)
6 months 6 months From Inception on
ended ended April 25, 2008
December 31, December 31, December 31,
2009 2008 2009
-------- -------- --------
OPERATING ACTIVITIES
Net Income (Loss) $ (8,980) $ (7,098) $(27,944)
Accounts Payable (80) -- --
Impairment of Mineral Rights -- -- 7,000
-------- -------- --------
NET CASH FROM OPERATING ACTIVITIES (9,060) (7,098) (20,944)
-------- -------- --------
FINANCING ACTIVITIES
Common Shares Issued to Founders, @ $0.01 Per Share -- -- 15,000
Loan from Director 8,500 -- 13,000
-------- -------- --------
NET CASH FROM FINANCING ACTIVITIES 8,500 -- 28,000
-------- -------- --------
NET CASH AFTER OPERATING AND FINANCIAL ACTIVITIES (560) (7,098) 7,056
INVESTING ACTIVITIES
Mineral rights -- -- (7,000)
-------- -------- --------
NET CASH FROM INVESTING ACTIVITIES -- -- (7,000)
-------- -------- --------
NET CASH AFTER OPERATING, FINANCIAL AND INVESTING ACTIVITIES (560) (7,098) 56
Provision for Income Tax -- -- --
Cash at Beginning of Period 616 8,000 --
-------- -------- --------
CASH AT END OF PERIOD $ 56 $ 902 $ 56
======== ======== ========
Supplemental Disclosure of Cash Flow Information
Cash paid for:
Interest Expense $ -- $ -- $ --
-------- -------- --------
Income Taxes $ -- $ -- $ --
-------- -------- --------
The accompanying notes are an integral part of these financial statements.
6
Mondas Minerals Corp.
(An exploration stage company)
Notes to Financial Statements
December 31, 2009
NOTE 1 - CONDENSED FINANCIAL STATEMENT
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 December 31,
2009, 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, 2009 audited financial statements. The results of
operations for the periods ended December 31, 2009 and 2008 are not
necessarily indicative of the operating results for the full year.
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.
The Company has incurred cumulative net losses of $27,944 since its
inception. 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.
NOTE 3 - SUBSEQUENT EVENTS
Subsequent to December 31, 2009 we raised $25,000 from an offering of
1,000,000 shares pursuant to a registration statement on Form S-1 filed
with the SEC under file number 333-152330 which became effective on January
5, 2010. The offering was closed on January 27, 2010.
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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.
As used in this report, unless the context otherwise requires, "we," "us," "our"
and, "Mondas Minerals" refers to Mondas Minerals Corp.
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.
8
We incurred operating expenses of $3,325 and $2,305 for the three months ended
December 31, 2009 and 2008, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the day to
day operation of our 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 December 31, 2009 was
$27,944.
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 December 31, 2009 was $56 with $13,000 in outstanding
liabilities. In order to achieve our exploration program goals, we needed
additional funding. Subsequent to December 31, 2009 we raised $25,000 from an
offering of 1,000,000 shares pursuant to a registration statement on Form S-1
filed with the SEC under file number 333-152330 which became effective on
January 5, 2010. The offering was closed on January 27, 2010.
PLAN OF OPERATION
Our plan of operation for the next twelve months 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 $6,000 on professional
fees, including fees payable in connection with reporting obligations, and
general administrative costs. Total expenditures over the next 12 months are
therefore expected to be approximately $25,000. If we experience a shortage of
monies 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 reporting obligations and operation
expenses, however, he has no formal commitment, arrangement or legal obligation
to advance or loan funds to the company.
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
the mineral claims and recommends a further geological exploration program on
the mineral claims. The exploration program recommended by Mr. McLeod is as
follows:
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Phase Exploration Program Cost Status
----- ------------------- ---- ------
Phase 1 Detailed Prospecting, mapping and soil $ 9,500 Expected to be completed in summer, 2010
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 late fall, 2010
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 2011 (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 funds we plan to commence Phase 1 of the
exploration program on the claims in the summer of 2010. 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 late fall of 2010. 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 additional financing, we anticipate commencing the third phase in
2011. 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.
We cannot provide investors with any assurance that we will be able to raise
sufficient funds to proceed with any work on the exploration program.
10
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
- Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of December 31, 2009 management assessed the effectiveness of our internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described below. This
was due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.
11
The matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of December 31, 2009.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2010. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2010.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
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PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
SUBSEQUENT EVENT
On January 27, 2009 the company completed an offering pursuant to a Registration
Statement on Form S-1, selling 1,000,000 shares of common stock to 26
un-affiliated investors for total proceeds of $25,000.00.
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
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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.
February 4, 2010 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.
February 4, 2010 Mondas Minerals Corp., Registrant
By: /s/ Scott Bengfort
-----------------------------------------------------
Scott Bengfort, President, Secretary and Treasurer,
Chief Financial Officer (Principal Executive Officer
and Principal Accounting Officer)
14