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 November 30, 2012
[ ] Transition report under Section 13 or 15(d) of the Exchange Act.
For the transition period from __________ to __________
Commission File Number: 000-54846
DAKOTA CREEK MINERALS INC.
(Exact name of Registrant as specified in its charter)
Nevada 99-1720516
(State or other jurisdiction (I.R.S.Employer
of incorporation or organization) Identification No.)
10019-107 Ave.
Westlock, Alberta, T7P 2C8
(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 [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] NO [X]
We had a total of 30,000,000 shares of common stock issued and outstanding at
February 26, 2013.
Indicate by check mark whether the registrant is a shell Company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Transitional Small Business Disclosure Format: Yes [ ] No [X]
Table of Contents
Dakota Creek Minerals Inc.
(An Exploration Stage Company)
Index to Form 10-Q
For the Quarterly Period Ended November 30, 2012
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS................................................. 3
ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS................................................12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........14
ITEM 4. CONTROLS AND PROCEDURES..............................................14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS....................................................15
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS............................15
ITEM 4. MINE SAFETY DISCLOSURES..............................................16
ITEM 4A. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................16
ITEM 5. OTHER INFORMATION....................................................16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................16
SIGNATURES....................................................................17
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The 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 periods presented. Because of the
nature of our business, the results of operations for the quarterly period ended
November 30, 2012 are not necessarily indicative of the results that may be
expected for the full fiscal year.
3
Dakota Creek Minerals Inc.
(An Exploration Stage Company)
Balance Sheets
(Stated in US Dollars)
(Unaudited)
As of As of
November 30, August 31,
2012 2012
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 38,592 $ 38,592
-------- --------
TOTAL CURRENT ASSETS 38,592 38,592
-------- --------
TOTAL ASSETS $ 38,592 $ 38,592
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Convertible loan payable - related party $ 34,960 $ 34,960
-------- --------
TOTAL CURRENT LIABILITIES 34,960 34,960
-------- --------
TOTAL LIABILITIES 34,960 34,960
-------- --------
STOCKHOLDERS' DEFICIT
Common stock, $0.001 par value
75,000,000 common shares authorized
30,000,000 shares issued and outstanding 30,000 30,000
Deficit accumulated during exploration stage (26,368) (26,368)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 3,632 3,632
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 38,592 $ 38,592
======== ========
The accompanying notes are an integral part of
these financial statements.
4
Dakota Creek Minerals Inc.
(An Exploration Stage Company)
Statements of Operations
(Stated in US Dollars)
(Unaudited)
For the For the Since inception
Three Months Three Months (September 29, 2010)
Ending Ending to
November 30, November 30, November 30,
2012 2011 2012
------------ ------------ ------------
REVENUE $ -- $ -- $ --
------------ ------------ ------------
EXPENSES
Impairment loss on mineral claims -- -- 15,000
General and administrative expenses -- -- 11,368
------------ ------------ ------------
TOTAL EXPENSES -- -- 26,368
Net loss from operations -- -- (26,368)
------------ ------------ ------------
NET LOSS $ -- $ -- $ (26,368)
============ ============ ============
BASIC LOSS PER COMMON SHARE $ -- $ --
============ ============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES - BASIC 30,000,000 30,000,000
============ ============
The accompanying notes are an integral part of
these financial statements.
5
Dakota Creek Minerals Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
(Unaudited)
For the For the Since inception
Three Months Three Months (September 29, 2010)
ending ending to
November 30, November 30, November 30,
2012 2011 2012
-------- -------- --------
OPERATING ACTIVITIES
Net loss $ -- $ -- $(26,368)
Impairment loss of mineral claims -- -- 15,000
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES -- -- (11,368)
INVESTING ACTIVITIES
Purchase of mineral claim -- -- (15,000)
-------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES -- -- (15,000)
FINANCING ACTIVITIES
Increase in line of credit -- -- 34,960
Proceeds from share issuances -- -- 30,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 64,960
-------- -------- --------
NET INCREASE IN CASH -- -- 38,592
Cash at beginning of period 38,592 13,497 --
-------- -------- --------
CASH AT END OF PERIOD $ 38,592 $ 13,497 $ 38,592
======== ======== ========
The accompanying notes are an integral part of
these financial statements.
6
Dakota Creek Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
1. ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on September
29, 2010, with 75,000,000 authorized common shares with a par value of $0.001.
The Company was organized for the purpose of acquiring and exploring mineral
claims. The Company acquired a mineral claim with unknown reserves. The Company
does not presently have any operations and is considered to be in the
exploration stage.
2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company does not have a sufficient
working capital for its planned activity, and to service its debt, which raises
substantial doubt about its ability to continue as a going concern.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy which it believes will accomplish this objective through short term
loans from an officer-director, and additional equity investments, which will
enable the Company to continue operations for the coming year. These financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts, or amounts and classification of
liabilities that might result from this uncertainty. However, the Company is in
the exploration stage and, accordingly, has not generated revenues from
operations. As shown on the accompanying financial statements, the Company has
incurred a net loss of $26,368 for the period since inception (September 29,
2010) to November 30, 2012. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting. The Basis is United States generally accepted accounting principles.
Income Tax
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting. The Basis is United States generally accepted accounting principles.
Income Tax
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to be reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not that such tax
benefits will not be realized.
7
Dakota Creek Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
On November 30, 2012 and November 30, 2011, the Company had a net operating loss
available for carry forward of $26,368 and $16,503 respectively.
Basic and Diluted Net Income (loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common and
common equivalent shares outstanding as if shares had been issued on the
exercise of the common share rights unless the exercise becomes ant dilutive and
then only the basic per share amounts are presented. Because the Company does
not have any potentially dilutive securities, the accompanying presentation is
only of basic loss per common share.
Cash & Cash Equivalents
For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents.
Revenue Recognition
Revenue is recognized on the sale and delivery of a product or the completion of
a service provided. The Company currently has no revenue to date.
Advertising and Market Development
The Company expenses advertising and market development costs as research data
expenses.
Impairment of Long-Lived Assets
The Company reviews and evaluates long-lived assets for impairment when events
or changes in circumstances indicate that the related carrying amounts may not
be recoverable. The assets are subject to impairment consideration under FASB
ASC 360-10-35-17 if events or circumstances indicate that their carrying amount
might not be recoverable. When the Company determines that an impairment
analysis should be done, the analysis will be performed using the rules of FASB
ASC 930-360-35, Asset Impairment, and 360-10 through 15-5, Impairment or
Disposal of Long-Lived Assets.
Environmental Requirements
At the report date, environmental requirements related to a formally held
mineral claim are unknown and therefore any estimate of future costs cannot be
made.
Mineral Property Acquisitions Costs
Costs of acquisition and option costs of mineral rights are capitalized upon
acquisition. Mine development costs incurred to develop new ore deposits, to
expand the capacity of mines, or to develop mine areas substantially in advance
of current production are also capitalized once proven and probable reserves
exist and the property is a commercially mineable property.
8
Dakota Creek Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
Mineral Property Acquisitions Costs (Continued)
Costs incurred to maintain current production or to maintain assets on a standby
basis are charged to operations. If the Company does not continue with
exploration after the completion of the feasibility study, the mineral rights
will be expensed at that time. Costs of abandoned projects are charged to mining
costs including related property and equipment costs. To determine if these
costs are in excess of their recoverable amount periodic evaluation of carrying
value of capitalized costs and any related property and equipment costs are
based upon expected future cash flows and/or estimated salvage value in
accordance with FASB Accounting Standards Codification (ASC) 360-10-35-15,
Impairment or Disposal of Long-Lived Assets.
Various factors could impact our ability to achieve forecasted production
schedules. Additionally, commodity prices, capital expenditure requirements and
reclamation costs could differ from the assumptions the Company may use in cash
flow models from exploration stage mineral interests. This, however, involves
further risks in addition to those factors applicable to mineral interests where
proven and probable reserves have been identified, due to the lower level of
confidence that the identified mineralized material can ultimately be mined
economically.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
Stock-based compensation
The Company records stock based compensation in accordance with the guidance in
ASC Topic 505 and 718 which requires the Company to recognize expenses related
to the fair value of its employee stock option awards. This eliminates
accounting for share-based compensation transactions using the intrinsic value
and requires instead that such transactions be accounted for using a
fair-value-based method. The Company recognizes the cost of all share-based
awards on a graded vesting basis over the vesting period of the award.
The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with FASB ASC
718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at
the estimated fair market value of the consideration received or the estimated
fair value of the equity instruments issued, whichever is more reliably
measurable. The value of equity instruments issued for consideration other than
employee services is determined on the earliest of a performance commitment or
completion of performance by the provider of goods or services as defined by
FASB ASC 505-50.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of November 30, 2012 and
2011. The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values. These financial instruments include
cash, prepaid expenses and accounts payable. Fair values were assumed to
approximate carrying values for cash and payables because they are short term in
nature and their carrying amounts approximate fair values or they are payable on
demand.
9
Dakota Creek Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
Fair value of financial instruments (Continued)
Level 1: The preferred inputs to valuation efforts are "quoted prices in active
markets for identical assets or liabilities," with the caveat that the reporting
entity must have access to that market. Information at this level is based on
direct observations of transactions involving the same assets and liabilities,
not assumptions, and thus offers superior reliability. However, relatively few
items, especially physical assets, actually trade in active markets.
Level 2: FASB acknowledged that active markets for identical assets and
liabilities are relatively uncommon and, even when they do exist, they may be
too thin to provide reliable information. To deal with this shortage of direct
data, the board provided a second level of inputs that can be applied in three
situations.
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that
fair value measures of many assets and liabilities are less precise. The board
describes Level 3 inputs as "unobservable," and limits their use by saying they
"shall be used to measure fair value to the extent that observable inputs are
not available." This category allows "for situations in which there is little,
if any, market activity for the asset or liability at the measurement date".
Earlier in the standard, FASB explains that "observable inputs" are gathered
from sources other than the reporting Company and that they are expected to
reflect assumptions made by market participants.
Recent Accounting Pronouncements
The Company has evaluated the recent accounting pronouncements and believes that
none of them will have a material effect on the Company's financial statements.
4. ACQUISITION OF A MINERAL CLAIM
During 2010 the Company acquired mineral claims for $15,000 known as the Venus
Property.
The Venus Molybdenum Property is located approximately 35 kilometers north of
Vancouver BC, and about 2 kilometers north of the community of Britannia Beach,
BC. The property is crossed by Highway 99, "The Sea to Sky Highway" and the CN
Railroad.
The Venus Molybdenum Property comprises one mineral claim totaling 62.12
hectares in area. The Venus molybdenum occurrence was discovered in the late
1960's and developed by a Company known as Squamish Silica and Stone Co. Ltd.
The occurrence is located about 250 meters northwest of Highway 99.
The acquisitions costs have been impaired and expensed during 2011 because there
had been no exploration activities nor had there been any reserves established
and we could not project any future cash flows or salvage value and the
acquisition costs were not recoverable. Please see ASC Topic 360 for Plant,
Property, and Equipment and management analysis of Impairment.
10
Dakota Creek Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Unaudited)
5. CAPITAL STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share.
On November 1, 2010, the Company issued 30,000,000 private placement common
shares to its founder for cash of $30,000.
There are no further issuances as at November 30, 2012.
6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
In August 2012, the Company received an advance from its Director and officer
for $34,960. The advance is without interest and there are no terms of
repayment.
7. SUBSEQUENT EVENT
There is no subsequent event to note.
11
ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
OVERVIEW
Dakota Creek Minerals Inc. was incorporated in the State of Nevada as a
for-profit Company on September 29, 2010. The Company was organized for the
purpose of acquiring and exploring mineral claims. The Company acquired a
mineral claim with unknown reserves. The Company does not presently have any
operations and is considered to be in the exploration stage.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2012 AND 2011 AND
FROM INCEPTION (SEPTEMBER 29, 2010) THROUGH NOVEMBER 30, 2012
We earned no revenues since our inception on September 29, 2010 through November
30, 2012. We do not anticipate earning any significant revenues within the next
12 months, and can provide no assurance that we will be successful in developing
any products.
For the period from inception through November 30, 2012, we generated no income.
Since our inception on September 29, 2010 through November 30, 2012, we
experienced a net loss of $26,368. Our loss was attributed to organizational
expenses, audit and legal fees.
For the three months ending November 30, 2012, we experienced a net loss of $0
as compared to a net loss of $0 for the same period last year. We anticipate our
operating expenses will increase as we enhance our operations. The increase will
be attributed to professional fees to be incurred in connection with maintaining
our fully reporting requirements with the U. S. Securities and Exchange
Commission and building the infrastructure of our business operations.
In our August 31, 2012 year-end financials, our auditor issued an opinion that
our financial condition raises substantial doubt about the Company's ability to
continue as a going concern.
REVENUES
The Company has not yet generated any revenue from its operations. The Company
does not plan on generating any revenue in the next 12 months.
PLAN OF OPERATION
Our business plan is to proceed with the exploration of the Venus Molybdenum
Property to determine whether there is any potential for molybdenum or other
minerals located on the properties that comprise the mineral claims. If the
12
Company is successful in raising adequate capital through private placements or
debt financing, the Company anticipates completing the first phase in spring
2013and commencing the Second and Third phases in Summer and Fall 2013. We have
decided to proceed with the exploration program recommended by the geological
report. A proposed work program includes prospecting, geological mapping and
rock sampling of any mineralized surface showings, construction of a control
grid, geochemical soil sampling, and geophysical surveys. Based on a compilation
of these results, a diamond drill program would be designed to explore and
define the potential resources. The anticipated costs of this development are
presented in three results-contingent stages.
GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company does not have a sufficient
working capital for its planned activity, and to service its debt, which raises
substantial doubt about its ability to continue as a going concern.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy which it believes will accomplish this objective through short term
loans from an officer-director, and additional equity investments, which will
enable the Company to continue operations for the coming year. These financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts, or amounts and classification of
liabilities that might result from this uncertainty. However, the Company is in
the exploration stage and, accordingly, has not generated revenues from
operations. As shown on the accompanying financial statements, the Company has
incurred a net loss of $26,368 for the period since inception (September 29,
2010) to November 30, 2012. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
LIQUIDITY AND CAPITAL RESOURCES
"Our balance sheet as of November 30, 2012 reflects $38,592 in current assets
and $0 current liabilities. Cash and cash equivalents from inception to date
have been sufficient to provide the operating capital necessary to operate to
date.
A critical component of our operating plan impacting our continued existence is
the ability to obtain additional capital through additional equity and/or debt
financing.
The Company has limited financial resources available, which has had an adverse
impact on the Company's liquidity, activities and operations. These limitations
have adversely affected the Company's ability to obtain certain projects and
pursue additional business. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern. In order for the
Company to remain a going concern it will need to find additional capital.
Additional working capital may be sought through additional debt or equity
private placements, additional notes payable to banks or related parties
(officers, directors or stockholders), or from other available funding sources
at market rates of interest, or a combination of these. The ability to raise
necessary financing will depend on many factors, including the nature and
prospects of any business to be acquired and the economic and market conditions
prevailing at the time financing is sought. No assurances can be given that any
necessary financing can be obtained on terms favorable to the Company, or at
all.
Our sole officer/director has agreed to contribute funds to the operations of
the Company, in order to keep it fully reporting for the next twelve (12)
months, without seeking reimbursement for funds contributed.
13
As a result of the Company's current limited available cash, no officer or
director received compensation through the quarter ended November 30, 2012. The
Company has no employment agreements in place with its officers.
OFF BALANCE SHEET ARRANGMENT
The Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required.
ITEM 4. CONTROLS AND PROCEDURES
The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over
financial reporting is a process designed under the supervision of the Company's
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company's financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.
As of November 30, 2012 management assessed the effectiveness of the Company's
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in 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 control over financial reporting that
adversely affected our internal controls and that may be considered to be
material weaknesses.
The matters involving internal controls and procedures that the Company's
management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) lack of a functioning audit
committee and lack of a majority of outside directors on the Company's 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; (3) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (4) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by the Company's Chief Financial Officer in connection with the review of our
financial statements as November 30, 2012 and communicated the matters to our
management.
Management believes that the material weaknesses set forth in items (2), (3) and
(4) above did not affect the Company's financial results. However, management
believes that the lack of a functioning audit committee and lack of a majority
14
of outside directors on the Company's board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures can affect the Company's results and its financial
statements for the future years.
We are committed to improving our financial organization. As part of this
commitment, 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
the Company: i) Appointing one or more outside directors to our board of
directors who shall be appointed to the audit committee of the Company resulting
in a fully functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures; and
ii) Preparing and implementing sufficient written policies and checklists which
will set forth procedures for accounting and financial reporting with respect to
the requirements and application of US GAAP and SEC disclosure requirements.
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 the Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end financial close and reporting processes. Further,
management believes that the hiring of additional personnel who have the
technical expertise and knowledge will result proper segregation of duties and
provide more checks and balances within the department. Additional personnel
will also provide the cross training needed to support the Company if personnel
turn over issues within the department occur. This coupled with the appointment
of additional outside directors will greatly decrease any control and procedure
issues the Company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal
controls and procedures and our internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow.
There have been no changes in our internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rules
13a-15 or 15d-15 under the Exchange Act that occurred during the small business
issuer's 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.
15
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 4A. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to our security holders for a vote during the period
ending November 30, 2012.
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 S-1 Registration Statement.
16
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: February 26, 2013
By: /s/ Kathy Sloan
---------------------------------
Kathy Sloan
Chief Executive Officer, Chief
Financial Officer, President,
Secretary, Treasurer and Director
(Principal Executive Officer and
Principal Accounting Officer)
17