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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2006
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[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period to
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Commission File Number 000-51968
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MMC Energy, Inc.
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(Exact name of small Business Issuer as specified in its charter)
Nevada 98-0393819
- --------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
747 17th Street, Suite 301
North Vancouver, British Columbia, Canada V7V 3T4
- ---------------------------------------- --------------------------------
(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: (604) 351-1897
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High Tide Ventures, Inc.
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(Former name, former address and former 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 Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [ X ] Yes [ ] 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
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 12,650,000 shares of $0.001 par value
common stock outstanding as of May 11, 2006
<page>
HIGH TIDE VENTURES, INC.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
MARCH 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
<page>
HIGH TIDE VENTURES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Stated in U.S. Dollars)
<table>
<caption>
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March 31, December 31,
2006 2005
- -------------------------------------------------------------------------------------------------------------------------
<s> <c> <c>
ASSETS
Current
Cash and cash equivalents $ 39,117 $ 50,107
=========================================================================================================================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 23,157 $ 20,458
Due to related party (Note 4(a)) 50,000 50,000
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73,157 70,458
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STOCKHOLDERS' EQUITY
Common Stock (Note 5)
Authorized:
75,000,000 shares with a par value of $0.001
Issued and Outstanding:
12,650,000 common shares 12,650 12,650
Additional paid-in capital 42,600 40,350
Deficit Accumulated During The Exploration Stage (89,290) (73,351)
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(34,040) (20,351)
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$ 39,117 $ 50,107
=========================================================================================================================
</table>
Nature And Continuance Of Operations (Note 1)
The accompanying notes are an integral part of these financial statements
<page>
HIGH TIDE VENTURES, INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
(Stated in U.S. Dollars)
<table>
<caption>
- ---------------------------------------------------------------------------------------------------------------------
CUMULATIVE
PERIOD FROM
INCEPTION
THREE THREE FEBRUARY 13
MONTHS MONTHS 2003
ENDED ENDED TO
MARCH 31, MARCH 31, MARCH 31,
2006 2005 2006
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<s> <c> <c> <c>
Revenue $ - $ - $ -
--------------------------------------------------------------
Expenses
Consulting 9,000 1,500 28,500
Mineral property costs - - 8,990
Organizational costs - - 420
Office and sundry 1,176 1,501 13,970
Professional fees 5,763 1,694 37,410
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Net Loss For The Period $ 15,939 $ 4,695 $ 89,290
=====================================================================================================================
Basic And Diluted Loss Per Share $ (0.00) $ (0.00)
=====================================================================================================================
Weighted Average Number Of Shares Outstanding
12,650,000 12,650,000
===========================================================================================
</table>
The accompanying notes are an integral part of these financial statements
<page>
HIGH TIDE VENTURES, INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
<table>
<caption>
- ---------------------------------------------------------------------------------------------------------------------------------
CUMULATIVE
PERIOD FROM
INCEPTION
THREE THREE FEBRUARY 13
MONTHS MONTHS 2003
ENDED ENDED TO
MARCH 31, MARCH 31, MARCH 31,
2006 2005 2006
- ---------------------------------------------------------------------------------------------------------------------------------
<s> <c> <c> <c>
Cash Flows From Operating Activities
Net loss for the period $ (15,939) $ (4,695) $ (89,290)
Change in non-cash working capital balance related to operations:
Accounts payable and accrued liabilities 2,699 25 23,157
Prepaid expenses - (81) -
Non-cash services from a director 2,250 2,250 27,750
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Cash Used In Operating Activities ( 10,990) (2,501) (38,383)
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Cash Flows From Financing Activities
Capital stock issued - - 27,500
Advance from related party - - 50,000
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Cash Provided By Financing Activities - - 77,500
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Net Increase (Decrease) In Cash During The Period (10,990) (2,501) 39,117
Cash, Beginning Of Period 50,107 14,854 -
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Cash, End Of Period $ 39,117 $ 12,353 $ 39,117
===================================================================================================================================
Supplementary Disclosure Of Cash Flow Information
Cash paid for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
==================================================================================================================================
</table>
The accompanying notes are an integral part of these financial statements
<page>
HIGH TIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
MARCH 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
1. NATURE AND CONTINUANCE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A., on
February 13, 2003.
b) Exploration Stage Activities
The Company has been in the exploration stage since its formation and
has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining
properties. Upon location of a commercial minable reserve, the Company
expects to actively prepare the site for its extraction and enter a
development stage.
c) Going Concern
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company has
incurred a net loss of $89,290 for the period from February 13, 2003
(inception) to March 31, 2006, and has no revenue. The future of the
Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its mineral
properties. 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
an classification of liabilities that might be necessary in the event
the Company cannot continue in existence.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The accompanying unaudited interim financial statements have been
prepared by the Company pursuant to the rules and regulations of the
United States Securities and Exchange Commission. Certain information
and disclosures normally included in annual financial statements
prepared in accordance with accounting principles generally accepted in
the United States of America have been condensed or omitted pursuant to
<page>
HIGH TIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
MARCH 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
a) Basis of Presentation (Continued)
such rules and regulations. In the opinion of management, all
adjustments and disclosures necessary for a fair presentation of these
financial statements have been included. Such adjustments consist of
normal recurring adjustments. These interim financial statements should
be read in conjunction with the audited financial statements of the
Company for the fiscal period ended December 31, 2005.
The results of operations for the three months ended March 31, 2006 are
not indicative of the results that may be expected for the full year.
b) Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of
three months or less at the time of issuance to be cash equivalents. As
at March 31, 2006, there were no cash equivalents.
c) Mineral Property Acquisition Payments and Exploration Costs
The Company expenses all costs incurred on mineral properties to which
it has secured exploration rights prior to the establishment of proven
and probable reserves. If and when proven and probable reserves are
determined for a property and a feasibility study prepared with respect
to the property, then subsequent exploration and development costs of
the property will be capitalized.
The Company regularly performs evaluations of any investment in mineral
properties to assess the recoverability and/or the residual value of
its investments in these assets. All long-lived assets are reviewed for
impairment whenever events or circumstances change which indicate the
carrying amount of an asset may not be recoverable.
d) Exploration Expenditures
The Company follows a policy of expensing exploration expenditures
until a production decision in respect of the project and the Company
is reasonably assured that it will receive regulatory approval to
permit mining operations, which may include the receipt of a legally
binding project approval certificate.
Management periodically reviews the carrying value of its investments
in mineral leases and claims with internal and external mining related
professionals. A decision to abandon, reduce or expand a specific
project is based upon many factors including general and specific
assessments of mineral deposits, anticipated future mineral prices,
<page>
HIGH TIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
MARCH 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d) Exploration Expenditures (Continued)
anticipated future costs of exploring, developing and operating a
production mine, the expiration term and ongoing expenses of
maintaining mineral properties and the general likelihood that the
Company will continue exploration on such project. The Company does not
set a pre-determined holding period for properties with unproven
deposits, however, properties which have not demonstrated suitable
metal concentrations at the conclusion of each phase of an exploration
program are re-evaluated to determine if future exploration is
warranted, whether there has been any impairment in value and that
their carrying values are appropriate.
If an area of interest is abandoned or it is determined that its
carrying value cannot be supported by future production or sale, the
related costs are charged against operations in the year of abandonment
or determination of value. The amounts recorded as mineral leases and
claims represent costs to date and do not necessarily reflect present
or future values.
The Company's exploration activities and proposed mine development are
subject to various laws and regulations governing the protection of the
environment. These laws are continually changing, generally becoming
more restrictive. The Company has made, and expects to make in the
future, expenditures to comply with such laws and regulations.
The accumulated costs of properties that are developed on the stage of
commercial production will be amortized to operations through
unit-of-production depletion.
3. RELATED PARTY TRANSACTIONS
a) Services Rendered by Related Party
The Company has been provided with non-cash services from an officer
and director. Accordingly, for the three months ended March 31, 2006,
consulting services have been recorded of $1,500 (2005 - $1,500),
rental expense of $750 (2005 - $750) has been recorded, and additional
paid-in capital has been increased by the corresponding amounts.
The value of the consulting services has been calculated by
establishing the fair value of the hourly rate, times the estimated
total hours spent by the directors. The value of the rental expense has
been calculated on a pro-rata percentage of the fair value of the
donated office space. No monetary amount will be paid or exchanged for
these services.
<page>
HIGH TIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
MARCH 31, 2006
(Unaudited)
(Stated in U.S. Dollars)
3. RELATED PARTY TRANSACTIONS (Continued)
b) Loan Payable
During the year ended December 31, 2005 the President of the Company
provided a $50,000 loan to the Company. The loan is unsecured, bears no
interest and is payable on demand.
4. COMMON STOCK
In October 2003, the Company issued 5,000,000 common shares to directors of
the Company for total cash proceeds of $5,000.
In April 2004, the Company issued 7,500,000 common shares for total cash
proceeds of $7,500.
In May 2004, the Company issued 150,000 common shares for total cash
proceeds of $15,000. At September 30, 2005, there were no outstanding stock
options or warrants.
5. MINERAL PROPERTY
Pursuant to a mineral property purchase agreement (the "Agreement") dated
May 28, 2004, the Company acquired a 100% undivided right, title and
interest in the 18 unit Sparta mineral claim, located near Cross Lake in
the South Mining District Division of Northwest Territories, Canada for
$6,500 cash payment. The amount of the payment was expensed in accordance
with the Company's policy at the time.
6. SUBSEQUENT EVENTS
On April 28, 2006, pursuant to Board and shareholder approval, the Company
amended its Articles of Incorporation to (i) change its name to MMC Energy,
Inc.; and (ii) increase its authorized capitalization to 300,000,000 shares
of common stock, and 10,000,000 shares of preferred stock.
In addition, on May 1, 2006, the Board declared a 1.53594772-for-1 stock
split in the form of a stock dividend, payable to shareholders of record on
May 2, 2006.
<page>
Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in this Risk Factors section and elsewhere in this annual report.
Plan of Operation
We are currently engaged in discussions with MMC Energy North America, LLC
regarding the possibility of a reverse triangular merger (the "Merger")
involving the two companies. At this stage, no definitive terms have been agreed
to, and neither party is currently bound to proceed with the Merger.
With the permission of MMC Energy North America, LLC, on April 28, 2006, we
filed a Certificate of Amendment to our Articles of Incorporation with the
Nevada Secretary of State changing our its name to MMC Energy, Inc.
In the interim, we intend to maintain our interest in the Sparta mineral
exploration property. We own a 100% interest in the eighteen unit mineral claim
collectively known as the Sparta property.
We anticipate spending approximately $20,000 on general administrative costs in
the next 12 months, including fees payable in connection with our compliance
with reporting obligations.
Results Of Operations For Period Ending March 31, 2006
We did not earn any revenues during the three-month period ended March 31, 2006.
We incurred operating expenses in the amount of $15,939 during the period
consisting of $9,000 in consulting fees, $5,763 in professional fees and $1,176
in office and sundry costs.
Our net loss increased in the three-month period ended March 31, 2006, as
compared to the comparative period in 2005 ($15,939 as compared to $4,695). This
increase was due to an increase in professional fees (from $1,694 in 2005 to
$5,763 in 2006) and consulting fees (from $1,500 in 2005 to $9,000 in 2006) that
we incurred in connection with our registration as a reporting issuer and our
application to have our shares quoted on the OTC Bulletin Board.
At March 31, 2006, we held assets of $39,117 consisting of cash and liabilities
of $73,157 consisting of accounts payable and accrued liabilities of $23,157 and
a $50,000 loan payable due to our president, Brent Peters.
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.
<page>
ITEM 3: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls
Our management evaluated the effectiveness of our disclosure controls and
procedures as of the end of our fiscal quarter on March 31, 2006. This
evaluation was conducted by our chief executive officer, Brent Peters, and our
principal accounting officer, Douglas Smith.
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.
Limitations on the Effective of Controls
Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control. A design
of a control system is also based upon certain assumptions about potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and may not be detected.
Conclusions
Based upon the evaluation of our disclosure controls and procedures, our chief
executive officer and principal accounting officer have concluded that, subject
to the limitations noted above, the disclosure controls and procedures are
effective providing reasonable assurance that material information relating to
us is made known to management on a timely basis during the period when our
reports are being prepared. There were no changes in our internal control over
financial reporting that occurred during the quarter covered by this report 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 a party to any pending legal proceeding. Management is not aware of
any threatened litigation, claims or assessments.
Item 2. Changes in Securities
The Company did not issue any securities during the quarter ended March 31,
2006.
Item 3. Defaults Upon Senior Securities
None.
<page>
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
We did not file any current reports on Form 8-K during the three-month period
ended March 31, 2006.
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.
DATED: May 11, 2006
MMC Energy, Inc.
/s/ Brent Peters
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Brent Peters, President