Attached files
file | filename |
---|---|
EX-99.4 - CERTIFICATE 18 U.S.C. SECT 1350 P. CORANES, CFO - NEXUS BIOPHARMA INC | certsect906pcoranescfo.htm |
EX-99.1 - CERTIFICATE RULE 13A-14A DEXTER CALISO, CEO - NEXUS BIOPHARMA INC | certrule13a14adcalisoceo.htm |
EX-99.3 - CERTFICATE RULE 13A-14A P. CORANES, CFO - NEXUS BIOPHARMA INC | certrule13a14apcoranescfo.htm |
EX-99.2 - CERTIFICATE 18 U.S.C. SECT 1350 D. CALISO, CEO - NEXUS BIOPHARMA INC | certsect906dextercalisoceo.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(x)
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934
|
For
the fiscal year ended December 31,
2009
|
( )
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
1934
|
For
the transition period
form
to
|
|
Commission
File number 333-148984
|
PLATA
|
RESOURCES, INC. |
(Exact
name of registrant as specified in its charter)
Nevada
|
75-3267338
|
(State or other
jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification
No.)
|
2911 Park Avenue, Pasay City, Metro Manila,
Philippines
|
(Address
of principal executive offices)
|
63-632-886-788
|
(Registrant’s
telephone number, including area
code)
|
Title of each
share
|
Name
of each exchange on which registered
|
None
|
None
|
Securities
registered pursuant to Section 12 (b) of the Act:
|
|
Title of each
class
|
Name
of each exchange on which registered
|
Securities
registered pursuant to 12 (g) of the Act:
|
(Title
of Class)
|
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by
Rule 405 of the Securities
Act [ ] Yes [X] No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15 (d) of the
Act. [ ]
Yes [ ] No
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
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 Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this
chapter) during the proceeding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). [ ]
Yes [ ] No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-K
or any amendments to this Form
10-K [ ]
-1-
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.
Large
accelerated
filer [ ] Accelerated
filer [ ]
Non-accelerated
filer [ ] (Do not check
if a small reporting
company) Small
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
[ ] No [X]
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recent completed second fiscal
quarter.
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:
March 15,
2010: 63,800,000 common shares
DOCUMENTS
INCORPORATED BY REFERENCE
Listed
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c)
under the Securities Act of 1933. The listed documents should
be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).
-2-
TABLE
OF CONTENTS
PART 1
|
Page
|
|
ITEM
1.
|
Business.
|
4
|
ITEM
1A.
|
Risk
Factors.
|
5
|
ITEM
1B.
|
Unresolved
Staff Comments.
|
8
|
ITEM
2.
|
Properties.
|
8
|
ITEM
3.
|
Legal
Proceedings.
|
14
|
ITEM
4.
|
Submission
of Matters to Vote of Security Holders.
|
14
|
PART II
|
||
ITEM
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchase of Equity Securities.
|
14
|
ITEM
6
|
Selected
Financial Information.
|
15
|
ITEM
7.
|
Management’s
Discussion and Analysis of Financial Conditions and Results of
Operations.
|
15
|
ITEM
7A.
|
Quantitative
and Qualitative Disclosure about Market Risk.
|
18
|
ITEM
8.
|
Financial
Statement and Supplementary Data.
|
19
|
ITEM
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure.
|
19
|
ITEM
9A
|
Controls
and Procedures.
|
19
|
ITEM
9A(T)
|
Controls
and Procedures
|
20
|
ITEM
9B
|
Other
information
|
20
|
PART III
|
||
ITEM
10.
|
Directors,
Executive Officers and Corporate Governance.
|
20
|
ITEM
11.
|
Executive
Compensation.
|
23
|
ITEM
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
25
|
ITEM
13.
|
Certain
Relationships and Related Transactions, and Director
Independence.
|
27
|
ITEM
14
|
Principal
Accounting Fees and Services.
|
28
|
PART IV
|
||
ITEM
13.
|
Exhibits,
Financial Statement Schedules
|
28
|
SIGNATURES
|
31
|
-3-
PART 1
ITEM
1.
|
BUSINESS
|
History
and Organization
We were
incorporated on July 17, 2007 under the laws of the State of
Nevada. We are a pre-exploration stage
company. A pre-exploration stage company is one engaged in the
search of mineral deposits or reserves but is not in either the development or
production stage. It might take us years before we are able to be in
either the development or production stage and the chances are that we might
never be in either of these two stages. Our mineral property is
called the Bontoc Gold Claim (the “Bontoc Claim”) and is located in the
Philippines. We own 100% of the Bontoc Claim. It
consists of one – 9 unit claim block containing 102.5 hectares which have been
staked and recorded with the Mineral Resources Department of the Ministry of
Energy and Mineral Resources of the Government of the Republic of
Philippines.
We have
no revenue, have achieved losses since inception, have no operations and have
relied upon the sale of our securities and loans from our officers and directors
to fund our operations.
Our
administrative office is located at 2911 Park Avenue, Pasay City, Metro Manila,
Philippines (Tel: 632-886-788) and our registered statutory office is
located at 2050 Russett Way, Carson City, Nevada, 89703.
We have
no plans to change our business activities or to combine with another business,
and are not aware of any events or circumstances that might cause our plans to
change.
On August
1, 2007, we purchased the Bontoc Claim for $5,000 from Castillo Explorations
LLC, an unrelated company incorporate in the Republic of the Philippines,
whereby we obtained a 100% interest in the Bontoc Claim. The
Bontoc Claim upon purchase was free and clear of any and all charges,
encumbrances, or liens of any nature of kind whatsoever. There is no
requirement under Philippine mineral law to spend any money on the Bontoc Claim
to maintain our interest therein. Nevertheless, it is the
intention of Plata to undertake an exploration program during 2010 as set forth
by Geraldo Peralta in his geological report dated August 16, 2007 as more fully
mentioned below.
As
mentioned above the Bontoc Claim is unencumbered and there are no competitive
conditions which affect the property. Further, there is no insurance covering
the Bontoc Claim and we believe that no insurance is necessary since it is
unimproved and contains no buildings or improvements.
To date
we have not performed any work on the property. We are presently in the
pre-exploration stage and we cannot guarantee that a commercially viable mineral
deposit, a reserve, exists on Bontoc Claim until further exploration is done and
a comprehensive evaluation concludes economic and legal
feasibility.
There are
no known environmental concerns or parks designated for any area contained
within the Bontoc Claim. We have no plans to try and interest other companies in
the Bontoc Claim if mineralization is found. If mineralization is found, we will
try to develop it ourselves.
Planned
Business
The
following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the notes, which form
an integral part of the financial statements, which are attached
hereto.
-4-
The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.
Cautionary
Statement Regarding Forward-Looking Statements
Some
discussions in this Form 10-K may contain forward-looking statements that
involve risks and uncertainties. These statements relate to future events or
future financial performance. A number of important factors could cause our
actual results to differ materially from those expressed in any forward-looking
statements made by us in this prospectus. 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.
In some
cases, you can also identify forward-looking statements by terminology such as
"may", "will", "should", "plans", "predicts", "potential" or "continue" or the
negative of these terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled "Risk Factors" below that
may cause our or our industry's actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. In addition, you are directed to factors discussed
in the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" section and as well as those discussed elsewhere in this Form
10-K.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
ITEM
1A. RISK
FACTORS
An
investment in our securities involves an exceptionally high degree of risk and
is extremely speculative. You should consider many important factors in
determining whether to purchase the shares in our Company. The following risk
factors reflect the potential and substantial material risks which could be
involved if you decide to purchase shares in our Company.
1. We
are a pre-exploration stage company but have not yet commenced exploration
activities on the Bontoc Claim. We expect to incur operating
losses for the foreseeable future.
We have
not yet commenced exploration on the Bontoc Claim located in the Philippines.
Accordingly, we have no way to evaluate the likelihood that our exploration
activities and our business endeavors will be successful. We were incorporated
on July 17, 2007 and to date have been involved primarily in organizational
activities and the acquisition of our mineral claim. We have not earned any
revenues as of the date of this 10-K and have loss to date of $87,457. Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the Bontoc that we plan to undertake. These potential problems
include, but are not limited to, unanticipated problems relating to exploration,
and additional costs and expenses that may exceed current estimates. Prior to
completion of our exploration stage, we anticipate that we will incur increased
operating expenses without realizing any revenues. We expect to incur
significant losses into the foreseeable future. We recognize that if we are
unable to generate significant revenues from development and production of
minerals from the Bontoc Claim, we will not be able to earn profits or continue
operations. There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and it is doubtful that we will
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely
fail.
-5-
2. There
is the risk that the Bontoc Claim does not contain any known ore body resulting
in any funds spent on future explorations might be lost.
There is
the likelihood of the Bontoc Claim containing little or no economic
mineralization or reserves of gold or any other minerals. We have a geological
report detailing previous exploration in the area, and the claim has been staked
per Philippines regulations. Even though the area around the Bontoc Claim is
rich in mineralization there is no assurance that the Bontoc Claim itself will
have any minerals on it. This, being the case, the funds spent on
exploration of the Bontoc Claim might be spent without any meaningful results
being obtained.
3. Because
we have not surveyed the Bontoc Claim, we may discover mineralization which
might not be within our actual claim boundaries.
While we
have a 100% ownership in the mineral on the Bontoc Claim, this should not be
construed as a guarantee of the Bontoc’s boundaries. Until the claim is
surveyed, the precise location of the boundaries of Bontoc Claim may be in
doubt. If we discover mineralization that is close to the Bontoc’s boundaries,
it is possible that some or all of the mineralization may occur outside its
boundaries. In such a case, we would not have the right to extract those
minerals.
4. If
Plata discovers commercial reserves of gold or other minerals on the Bontoc, we
can provide no assurance that we will be able to successfully advance the Bontoc
into commercial production.
If our
exploration program is successful in establishing ore of commercial tonnage and
grade, we will require additional funds in order to advance the Bontoc into
commercial production. Obtaining additional financing would be subject to a
number of factors, including the market price for the minerals, investor
acceptance of the Bontoc and general market conditions. These factors may make
the timing, amount, terms or conditions of additional financing unavailable to
us. The most likely source of future funds is through the sale of equity
capital. Any sale of share capital will result in dilution to existing
shareholders. We may be unable to obtain any
such funds, or to obtain such funds on
terms that we consider economically feasible and you may lose your
investment.
5. Because
the probability of an individual mineral claim ever having reserves is extremely
remote, in all probability our Bontoc Claim might not contain any
reserves.
Because
the probability of an individual mineral claim ever having reserves is extremely
remote, in all probability our Bontoc Claim does not contain any reserves, and
any funds spent on exploration will be lost. If we cannot raise further funds as
a result, we may have to suspend or cease operations entirely which would result
in the loss of your investment.
6. If
access to the Bontoc Claim is restricted by inclement weather, we may delay our
exploration program.
It is
possible that rain, during the wet season in the Philippines, could cause the
access roads to the Bontoc Claim by making it impossible to reach the claim
itself. If the roads are impassable we would be delayed in our exploration
timetable.
7. There
has been relatively little if any exploration work on the Bontoc Claim to date
and no recorded drilling activity.
As
indicated in the geological report prepared by Geraldo Peralta, Professional
Geologist, dated August 16, 2007, there has been no detailed exploration work
undertaken on the Bontoc Claim and no recorded drilling
activity. Therefore, the Bontoc Claim is a grass root
exploration program which might result in no mineralization being discovered at
all. If this is the case, the money you have spent in
purchasing our shares might be lost.
-6-
8. Our
two directors and officers are not professional geologists and therefore will
have to rely upon professional geologists in the exploration of the Bontoc
Claim.
Even
though our President, Dexter Caliso, has a Certificate in aerial mapping and
surveying from the Bureau of Mines and Geoscience in the Philippines, he does
not possess the exploration skills to supervise Phase I of the exploration
program on the Bontoc Claim. Our other director and officer,
Presentacion Coranes, has no back ground in mineral
exploration. Therefore, the directors will have to rely upon
professional geologists to undertake the exploration program on the
Bontoc. If a geologist cannot be found at the time the directors wish
to commence Phase I then it will have to be delayed. This might
result in a lack of money in the future.
9. If
we are fortunate in the future to recover ore from the Bontoc Claim, the demand
for our ore many be slow due to economic situations in world mineral prices
resulting in reduced revenues, if any, to Plata.
Our
continued success in the future, when and if we go into the production stage,
will be dependent on the growth in demand for ore. World prices of metals will
have an impact on our revenues; for example, if the prices are low for gold and
our production costs are high it will result in us either losing money or
discontinuing production. This will limit our ability to generate revenues and
our financial condition and operating results will be harmed.
10. Our officers and directors have other
business besides Plata which will mean they will not be able or willing to
devote a sufficient amount of time to our business operations which might result
in our Company failing.
Messrs.
Dexter Caliso and Presentacion Coranes, who are our officers and directors,
currently devote approximately 4-5 hours per week each in providing management
services to Plata. While they presently possess adequate time to attend to the
Company’s interests, it is possible that the demands from other obligations
could increase, with the result that they would no longer be able to devote
sufficient time to the management of our business. This could negatively impact
our business development.
RISKS
ASSOCIATED WITH THE PURCHASE OF OUR SHARES:
11. The
trading in our shares are regulated by the SEC’s Rule 15G-9 which established
the definition of a “Penny Stock”.
Our
shares, which are quoted on the OTC Bulletin Board, (the “OTCBB”), are defined
as a penny stock under the Securities and Exchange Act of 1934, and rules of the
Commission. The Exchange Act and such penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
our securities to persons other than certain accredited investors who are,
generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the broker-dealer.
For transactions covered by the penny stock rules, a broker-dealer must make a
suitability determination for each purchaser and receive the purchaser's written
agreement prior to the sale. In addition, the broker-dealer must make certain
mandated disclosures in penny stock transactions, including the actual sale or
purchase price and actual bid and offer quotations, the compensation to be
received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the Commission. Consequently, the penny stock
rules may make it difficult for you to resell any shares you have purchased in
our Company.
-7-
12. You
will incur immediate and substantial dilution of the price of your shares if we
have to issue additional share capital to meet our ongoing
commitments.
Other
than our directors, who purchased their shares at $0.001 per share and our other
shareholders who acquired their shares at $0.05 per share. Any price
you acquire your shares above the $0.05 per share price will result in your
having paid considerable more than what we issued shares for. In the
event we wish to issue more shares from Treasury to meet our current demands for
funds it might result in our price per share being either at $0.05 per share or
below this amount. If this were the case, you would have
acquired shares at a higher price and with the additional shares being issued
you would suffer a dilution in the percentage of ownership you have in
Plata.
13. Our directors and officers,
collectively own 40,000,000 common shares or 63% of the issued and outstanding
share capital of Plata. In the future, if they wished to sell
either all or part their shares, they could adversely affect the market price of
the trading shares.
Due to
the amount of shares held by Messrs. Caliso and Coranes, if they were able to
sell even a small percentage of their shares it could have an adverse effect on
the market price and might restrict you from selling your shares at the price
you had hoped for. Other than the shares owned by our two directors
which have been qualified under an effective registration statement on April 29,
2008, being 4,000,000 shares, the balance of their shares being 36,000,000 are
subject to Rule 144 under the Securities Act of 1933 which restricts the ability
of our directors or officers to sell their shares. Nevertheless, even
a small number of shares sold by them could affect the market value of the
shares considerably.
14. We
have no plans in the immediate future to pay dividends.
We will
not be paying any dividends in the immediate future and will use whatever funds
we have, and especially those obtained from any revenues derived from our Bontoc
Claim, to re-invest into further exploration work.
|
ITEM
1B. UNRESOLVED STAFF
COMMENTS
|
There are
no unresolved staff comments at the date of this Form 10-K.
|
ITEM
2. PROPERTIES
|
We intend
to undertake exploration work on the Bontoc Claim, located in Republic of the
Philippines.
We are
presently in the pre-exploration stage and there is no assurance that
mineralized material with any commercial value exits on our
property.
We do not
have any ore body and have not generated any revenues from our
operations.
Our sole
mineral property is:
Bontoc
Gold Claim
Upon
acquiring the Bontoc Claim, Plata commissioned Geraldo Peralta, Professional
Geolgoist, 101 Boni Serrano Avenue, Quezon City, Philippines to prepare a
geological report on the Bontoc Claim and recommend an exploration program
thereon. Mr. Peralta is a graduate of the University of Western
Australia with a Bachelor of Science degree in Geology (1984) and a Masters of
Science (1979) from the same University. He is a member of the
Geological Society of the Philippines. He has worked for over 30
years as a Geologist. He has worked as a Geological Consultant for
companies such as Altai Resources Inc., Mindanao Mining and Abralti Mining Ltd.
and has consulted for several other companies around the world writing reports
for their use and is therefore qualified to write our report and recommend the
proposed exploration program and budget. In preparing the “Summary of
Exploration on the Bontoc Property, Philippines” (“Summary”) dated August 16,
2007 Mr. Peralta visited the Bontoc on August 6 and 8 of
2007. At that time, he was able to interview field party
personnel who were working near the Bontoc Claim. He has had no prior
involvement with the Bontoc Claim and has read Instrument and Form 43-101 F1
prior to preparing the Summary so that it is in compliance with the requirements
of Form 43-101 F1 as required by Philippine mining law.
-8-
The
Summary recommends a two phased mineral exploration program consisting of air
photo interpretation, geological mapping, geochemical soil sampling and
geophysical surveying will enhance the targets for diamond drilling. This
exploration program to evaluate the prospects of the Bontoc Claim, at a cost of
$43,964 - PHP 1,786,500 is fully warranted to be spent.
Property
Plata has
purchased a 100% interest in Bontoc Claim. Our claim consists of one – 9 unit
claim block containing 102.5 hectares which have been staked and recorded with
the Mineral Resources Department of the Ministry of Energy and Mineral Resources
of the Government of the Republic of Philippines.
The
Bontoc Claim was staked to cover gold zones within the claim boundaries, and we
hope the mineralization is similar to the Ramos Gold Claim, which is located
approximately 22 kilometers to the west of the Bontoc Claim, which produced in
excess of 32 million ounces of gold and is currently being reactivated on a
limited basis. Previous exploration work to investigate the mineral
potential of the Bontoc Claim has outlined some favorable areas for continued
exploration and development.
Description
and Location
Bontoc
Claim consists of 1 unpatented mineral claim, located 23 kilometers Southeast of
the city of Bontoc at UTM co-ordinates Latitude 17°07’00”N and
Longitude 120°58’00”E. The mineral
claim was assigned to Plata by Castillo Explorations LLC and the said assignment
was filed with the Mineral Resources Department of the Ministry of Energy and
Mineral Resources of the Government of the Republic of the
Philippines.
Plata has
purchased a 100% interest in the property.
Accessibility,
Climate, Local Resources, Infrastructure and Topography
Bontoc
Gold Claim is accessible from city of Bontoc by traveling on the country’s only
highway system which for the most part consists of one lane in each direction
and by taking an all weather gravel road. The province is nestled deep in the
Cordillera mountain range. Landlocked, it is bounded by the mountains of Benguet
on the west and those of the Mountain Province in the north. The terrain is
mountainous, sloping into gently rolling hills and plateaus. Its mountain ranges
reach an elevation of 2,523 meter above sea level. V-shaped gullies, creeks,
streams and U-shaped rivers drain through the valleys. It is the premier mining
district. Some 80% of the total Philippine gold production comes from the
Cordillera.
The
Philippines is situated between 5 and 22 degrees North latitude. This
means the country falls within the so-called tropical climate zone, a zone
characterized by high temperatures the whole year round, relatively high
rainfall and lush vegetation. Rainfall on the city can occur in every month, but
the wettest months are October, November and December. Annual
rainfall is approximately 1.5 meters. Due to the steep, deforested,
mountains on average 60 percent of the rainwater runs off fast to the
sea. The remaining 40 percent partly evaporates partly seeps through
to the island’s underground water aquifier.
-9-
Bontoc
has an experienced work force and will provide all the necessary services needed
for an exploration and development operation, including police, hospitals,
groceries, fuel, helicopter services, hardware and other necessary items.
Drilling companies and assay facilities are present in Bontoc.
History
Deposits
of shell and eroded sand formed the basis for the limestone, which makes up most
of Philippines. This limestone was, over the ages, pushed upwards, making it
possible to find today sea fossils high in the country’s mountains. This pushing
up continues today. It is caused by the fact that the Philippine Plate, on which
most of the country lies, is slowly diving under the Eurasian Plate of the
mainland of Asia.
The
Philippines is characterized by steep mountains without any substantial forest
cover. Highest peaks reach over 1,000 meters. The island is 300 km long and 35
km wide. High, steep mountains, short distances and lack of forest cover mean
that rainwater runs fast to the sea, causing substantial erosion.
The
island has vast copper, gold and coal reserves which are mined mainly in the
central part.
Numerous
showings of mineralization have been discovered in the area and six
prospects have achieved significant production, with the nearby Ramos Gold Mine
(22 kilometers away) producing 185,000 ounces of Gold annually.
During
the 1990’s several properties west of Bontoc Claim were drilled by junior
mineral exploration companies.
Plata is
preparing to conduct preliminary exploration work on its claim.
Regional
Geology of the Area
The hilly
terrains and the middle level plain contain crystalline hard rocks such as
charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with
detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic
veins and basic intrusives such as dolerites and anorthosites. Coastal
zones contain sedimentary limestones, clay, laterites, heavy mineral sands and
silica sands. The hill ranges are sporadically capped with laterites and
bauxites of residual nature. Gypsum and phosphatic nodules occur as
sedimentary veins in rocks of the cretaceous age. Gypsum of secondary
replacement occurs in some of the areas adjoining the foot hills of the Western
Ghats. Lignite occurs as sedimentary beds of tertiary age. The Black
Granite and other hard rocks are amenable for high polish. These granites occur
in most of the districts except the coastal area.
Stratigraphy
The
principal bedded rocks for the area of Bontoc Claim (and for most of the
Philippines for that matter) are Precambrian rocks which are exposed along a
wide axial zone of a broad complex.
-10-
Gold at
the Ramos Gold Mine (which, as stated above, is in close proximity to the Bontoc
claim) is generally concentrated within extrusive volcanic rocks in the walls of
large volcanic caldera.
Intrusive
In
general the volcanoes culminate with effluents of hydrothermal solutions that
carry precious metals in the form of naked elements, oxides or
sulphides.
These
hydrothermal solutions intrude into the older rocks as quartz veins. These rocks
may be broken due to mechanical and chemical weathering into sand size particles
and carried by streams and channels. Gold occurs also in these sands as
placers.
Recent
exploration result for gold occurrence in Bontoc, Mountain Province is highly
encouraging. Gold belt in sheared gneissic rocks is found in three subparallel
auriferous load zones where some blocks having 250 to 500 metre length and 1.5
to 2 metre width could be identified as most promising ones.
Structure
(a) Depositional
Environment/Geological Settings:
Veins
form in high-grade, dynamothermal metamorphic environment where metasedimentary
belts are invaded by igneous rocks.
(b) Host/Associated
Rock Types:
Hosted by
paragneisses, quartzites, clinopyroxenites, wollastonite-rich rocks, pegmatites.
Other associated rocks are charnockites, granitic and intermediate intrusive
rocks, quartz-mica schists, granulites, aplites, marbles, amphibolites,
magnetite-graphite iron formations and anorthosites.
(c)
Tectonic Setting(s):
Katazone
(relatively deep, high-grade metamorphic environments associated with igneous
activity; conditions that are common in the shield areas).
Deposit
Types
Deposits
are from a few millimetres to over a metre thick in places. Individual veins
display a variety of forms, including saddle-, pod- or lens-shaped, tabular or
irregular bodies; frequently forming anastomosing or stockwork
patterns
Mineralization
is located within a large fractured block created where prominent
northwest-striking shears intersect the north striking caldera fault zone. The
major lodes cover an area of 2 km and are mostly within 400m of the surface.
Lodes occur in three main structural settings:
(i) steeply
dipping northweststriking shears;
(ii) flatdipping
(1040) fractures (flatmakes); and
(iii) shatter
blocks between shears.
Most of
the gold occurs in tellurides and there are also significant quantities of gold
in pyrite.
-11-
Mineralization
No
mineralization has been reported for the area of the property but structures and
shear zones affiliated with mineralization on adjacent properties pass through
it.
Exploration
Previous
exploration work on the Bontoc Claim has not been recorded if it was ever done.
Governmental records indicate that no detailed exploration has been completed on
the property.
Property
Geology
To the
east of the property is intrusives consisting of rocks such as tonalite,
monzonite, and gabbro while the property itself is underlain by sediments and
volcanics. The intrusives also consist of a large mass of granodiorite towards
the western most point of the property.
The area
consists of interlayered chert, argillite and massive andesitic to basaltic
volcanics. The volcanics are hornfelsed, commonly contain minor pyrite,
pyrrhotite.
Drilling
Summary
No
drilling is reported on the Bontoc Claim.
Sample
Method, Sample Preparation, Data Verification
All the
exploration conducted to date has been conducted according to generally accepted
exploration procedures with methods and preparation that are consistent with
generally accepted exploration practices. No opinion as to the quality of the
samples taken can be presented. No other procedures of quality control were
employed.
Interpretation
and Conclusions
The area
is well known for numerous productive mineral occurrences including the Ramos
Gold Claim.
The
locale of the Bontoc Claim is underlain by the units of the Precambrian rocks
that are found at those mineral occurrence sites.
These
rocks consisting of cherts and argillites (sediments) and andesitic to basaltic
volcanic have been intruded by granodiorite. Structures and mineralization
probably related to this intrusion are found throughout the region and occur on
the claim. They are associated with all the major mineral occurrences and
deposits in the area.
Mineralization
found on the claim is consistent with that found associated with zones of
extensive mineralization. Past work however has been limited and sporadic and
has not tested the potential of the property.
Potential
for significant amounts of mineralization to be found exists on the property and
it merits intensive exploration.
-12-
Recommendations
A two
phased exploration program to further delineate the mineralized system currently
recognized on Bontoc Claim is recommended.
The
program would consist of air photo interpretation of the structures, geological
mapping, both regionally and detailed on the area of the main showings,
geophysical survey using both magnetic and electromagnetic instrumentation in
detail over the area of the showings and in a regional reconnaissance survey and
geochemical soil sample surveying regionally to identify other areas on the
claim that are mineralized and in detail on the known areas of mineralization.
The effort of this exploration work is to define and enable interpretation of a
follow-up diamond drill program, so that the known mineralization and the whole
property can be thoroughly evaluated with the most up to date exploration
techniques.
The
proposed budget for the recommended work in US $43,964 or PHP 1,786,500 is as
follows:
Phase I
|
US
Dollars
|
Philippine
Peso
|
Geological
Mapping
|
$ 8,084
|
328,500
|
Geological
Surveying
|
7,530
|
306,000
|
Total Phase I
|
15,614
|
634,500
|
Phase II
|
||
Geological
surveying and surface sampling (including
sample collection an assaying)
|
28,350
|
1,152,000
|
Total Phase II
|
28,350
|
1,152,000
|
Total of Phases I and
II
|
$
43,964
|
1,786,500
|
Competitive
Factors
The gold
mining industry is fragmented, that is there are many, many gold prospectors and
producers, small and large. We do not compete with anyone. That is because there
is no competition for the exploration or removal of minerals from the Bontoc
Claim. Plata will either find gold on its claim or not. If we do not, we will
cease or suspend operations. We are an infinitely small participant in the gold
mining market. Readily available gold markets exist in Philippines and around
the world for the sale of gold. Therefore, we believe we will be able to sell
any gold that we are able to recover.
Regulations
Our
mineral exploration program is subject to the Philippine mineral
requirements. We must comply with these laws to operate our business.
Compliance with these rules and regulations will not adversely affect our
operations.
Subcontractors
We intend
to use the services of subcontractors for manual labor exploration work on the
Bontoc Claim. It is the directors’ intention to engage the services of Geraldo
Peralta, Professional Engineer, if he is available when needed, to supervise
Phase I of our exploration program. If Mr. Peralta is not available
the directors will attempt to locate another geologist to supervise the
exploration program.
-13-
Employees
and Employment Agreements
At
present, we have no full-time employees. Our officers and directors
do not have employment agreements with us. We presently do not have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt plans in the future. There are presently no
personal benefits available to our officers and directors. Our officers and
directors will handle our administrative duties. They engage a
geologist to supervise the surveying and exploration work on the Bontoc
claim.
ITEM
3.
|
LEGAL
PROCEEDINGS
|
There are
no legal proceedings to which the Company is a party or to which the Bontoc Gold
Claim subject, nor to the best of management’s knowledge are any material legal
proceedings contemplated.
ITEM
4.
|
SUBMISSION
OF MATTERS TO A VOTE OF SECURITIES
HOLDERS
|
There has
been no Annual General Meeting of Stockholders since the Company’s date of
inception. Management hopes to hold an Annual General Meeting of
Stockholders during 2010.
PART l l
ITEM
5.
|
MARKET
REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASE OF EQUITY SHARES
|
Since
inception, there has been no trading in the Company’s shares although it is
currently listed on the OTCBB and the Company has not paid any dividends on its
common stock, and it does not anticipate that it will pay dividends in the
foreseeable future. As at December 31, 2009, the Company had 35
shareholders; two of these shareholders are an officers and director of the
Company.
Option
Grants and Warrants outstanding since Inception.
No stock
options have been granted since the Company’s inception.
There are
no outstanding warrants or conversion privileges for the Company’s
shares.
ITEM
6. SELECTED FINANCIAL INFORMATION
The
following summary financial data was derived from our financial
statements. This information is only a summary and does not
provide all the information contained in our financial statements and related
notes thereto. You should read the “Management’s Discussion and
Analysis or Plan of Operations” and our financial statements and related noted
included elsewhere in this Form 10-K.
-14-
Operation
Statement Data
December 31, 2009
|
July
17, 2007
(date
of incorporation) to
December 31, 2009
|
|
Revenue
|
$ -
|
$ -
|
Exploration
expenses
|
1,572
|
6,572
|
General
and Administration
|
26,834
|
80,885
|
Net
loss
|
28,406
|
87,457
|
Weighted
average shares outstanding (basic)
|
63,800,000
|
63,800,000
|
Weighted
average shares outstanding (diluted)
|
63,800,000
|
63,800,000
|
Net
loss per share (basic)
|
$ (0.00)
|
$ (0.00)
|
Net
loss per share (diluted)
|
$ (0.00)
|
$ (0.00)
|
Balance
Sheet Data
Cash
and cash equivalent
|
$ 20,889
|
|
Accounts
receivable
|
3,572
|
|
Total
assets
|
24,461
|
|
Total
liabilities
|
17,918
|
|
Total
Shareholders’ equity
|
6,543
|
Our
historical results do not necessary indicate results expected for any future
periods.
ITEM
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
|
We
presently have minimal day-to-day operations; mainly comprising filing on an
annual basis the Annual Report of Directors and Officers with the Secretary of
State of Nevada and preparing the various reports required to be filed with the
United States Securities and Exchange Commission (the “SEC”); being Forms 10-K
and 10-Qs.
We have
had no revenue since inception and its accumulated deficit is
$87,457. To date, the growth of Plata has been funded by the sale of
shares and advances by its director in order to meet the requirements of filing
with the SEC.
The plan
of operations during the next twelve months is for us to explore the Bontoc
Claim and meet our filing requirements. Presently we do not
have the funds to consider any additional mineral claims.
Our
management estimates that a minimum of $23,883 will be required over the next
twelve months to pay for such expenses as bookkeeping ($3,950), work undertaken
by the independent accountant ($4,000), office and miscellaneous ($1,000),
filing fees including business license ($575), payments to the transfer agent
for annual fees and issuance of shares ($1,000) and payment to third party
creditors in the amount of $13,358. At present, we do have the funds
to meet the above commitments and undertake an exploration program on the Bontoc
Gold Claim during the summer of 2010. Nevertheless, our future
operations and growth will be dependent on our ability to raise capital for
expansion and to seek revenue sources.
We have
no plant or significant equipment to sell, nor are we going to buy any plant or
significant equipment during the next twelve months. We will not buy any
equipment until we have located a body of ore and we have determined it is
economical to extract the ore from the land.
-15-
We may
attempt to interest other companies to undertake exploration work on the Bontoc
Claim through joint venture arrangement or even the sale of part of the Bontoc
Claim. Neither of these avenues has been pursued as of the date of
this Form 10-K.
We do not
intend to hire any employees at this time. All of the work on the property will
be conducted by unaffiliated independent contractors that we will hire on an ‘as
needed’ basis. The independent contractors will be responsible for such work
including surveying, geology, engineering, exploration, and excavation. Our
geologist, Gerald Peralta, if he is available, will be hired to evaluate the
information derived from any exploration work we undertake.
Limited Operating History; Need for
Additional Capital
There is
no historical financial information about us upon which to base an evaluation of
our performance as an exploration corporation. We are a pre-exploration stage
company and have not generated any revenues. Further, we have not
generated any revenues since our formation on July 31, 2007. We have
funds to meet our current obligations and undertake a small work program on the
Bontoc claim but our present funds will not last very long. We will
have to raise additional capital through equity financing but management has
made no decision on this regard. Our business is subject to
risks inherent in the establishment of a new business enterprise, including
limited capital resources, delays in the exploration of our property, and
possible cost overruns due to price and cost increases in services.
To become
profitable and competitive, we must invest in the exploration and development of
our property before we could start production of any minerals we may find. We
must obtain equity or debt financing to provide the capital required to
implement the phased exploration program recommended to us by Mr. Peralta. We have no
assurance that financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to commence,
continue, develop or expand our exploration activities. Even if available,
equity financing could result in additional dilution to existing
shareholders.
Overview
Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred a net loss from
operations for the period ended from inception on July 31, 2007 to December 31,
2009 of $87,457. We did not earn any revenues during the aforementioned
period.
Our
Planned Exploration Program
We must
conduct exploration to determine what amounts of minerals exist on the Bontoc
Claim and if such minerals can be economically extracted and profitably
processed.
Our
planned exploration program is designed to efficiently explore and evaluate our
property.
Liquidity
and Capital Resources
As of
December 31, 2009 our total assets were $24,461 and our total liabilities were
$17,918 including $4,560 due to a related party, our President.
-16-
The
expenses we incurred during the last year were as follows:
Source of Expense
|
Amount
|
Accountant
– internal
|
$ 3,937
|
Auditors
|
4,000
|
Bank
charges
|
16
|
Edgarizing
various documents
|
1,155
|
Exploration
|
1,572
|
Filing
fees including business license for State of Nevada
|
464
|
Legal
|
309
|
Management
fees
|
12,000
|
Office
and miscellaneous
|
353
|
Rent
|
2,400
|
Telephone
|
1,200
|
Transfer
agent’s fees
|
1,000
|
Total
expenses for the twelve months ended December 31, 2009
|
$ 28,406
|
The
Company does not pay management fees, rent or telephone. However we
recognize there is a cost associated with these services. Accordingly
we accrue on our ‘Statement of Operations’, as ‘Administrative
Expense’, the amount of $1,000 per month for management fee, $200 per month for
rent and $100 per month for telephone. These amounts are credited to
“Capital in Excess of Par Value” on our Balance Sheet. These amounts,
while accrued, will never be paid out, in cash, shares or otherwise, in the
future.
No
revenue was generated during the period from inception to December 31, 2009, or
thereafter.
Total
shareholders’ equity as at December 31, 2009 was $6,543. Total shares
outstanding as at December 31, 2008 were 63,800,000 and there have been no
change in the issued and outstanding shares up to the date of filing this Form
10-K.
CERTAIN
TRANSACTIONS
There
have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer,
or beneficial holder of more than 10% of the outstanding common stock, or any of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest, except as follows:
On
September 18, 2007 we completed a private placement consisting of 40,000,000
post split common shares to our directors and officers for a total consideration
of $2,000. Our president and chief executive officer, Dexter
Calisco, subscribed for 24,000,000 common shares whereas our chief financial
officer and secretary treasurer subscribed for 16,000,000 common shares of the
above noted private placement.
MARKET
FOR COMMON SHARES & RELATED STOCKHOLDERS MATTERS
Critical
Accounting Policies
Our
discussion and analysis of Plata’s financial condition and results of
operations, including the discussion on liquidity and capital resources, are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an ongoing basis,
management re-evaluates its estimates and judgments.
-17-
ITEM
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK
|
Market
Information
There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.
The
number of shares subject to Rule 144 is 36,000,000 Share
certificates representing these shares have the appropriate legend affixed on
them.
There are
no shares being offered to the public other than indicated in our effective
registration statement and no shares have been offered pursuant to an employee
benefit plan or dividend reinvestment plan.
While our
shares are traded on the OTCBB. Although the OTCBB does not
have any listing requirements per se, to be eligible for quotation on the OTCBB,
we must remain current in our filings with the SEC; being as a minimum Forms
10-Q and 10-K. Securities already quoted on the
OTCBB that become delinquent in their required filings will be removed following
a 30 or 60 day grace period if they do not make their filing during that
time.
In the
future our common stock trading price might be volatile with wide
fluctuations. Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:
●
|
our
variations in our operations results, either quarterly or
annually;
|
●
|
trading
patterns and share prices in other exploration companies which our
shareholders consider similar to ours;
|
●
|
the
exploration results on the Bontoc Claim, and
|
●
|
other
events which we have no control
over.
|
In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies. These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance. In the past, following periods of volatility
in the market price of a security, securities class action litigation has often
been instituted against such company. Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.
Trends
We are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future. We are unaware
of any known trends, events or uncertainties that have had, or are
reasonably likely to have, a material impact on our business or income, either
in the long term of short term, as more fully described under ‘Risk
Factors’.
-18-
ITEM
8. FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
The
financial statements attached to this Form 10-K for the year ended December 31,
2009 have been examined by our independent accountants, Madsen & Associates
CPA’s Inc. and attached hereto.
ITEM
9.
|
CHANGES
IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
During
the year ended December 31, 2009, to the best of our knowledge, there have been
no disagreements with Madsen & Associates CPA’s Inc. on any matters of
accounting principles or practices, financial statement disclosure, or audit
scope procedures, which disagreement if not resolved to the satisfaction of
Madsen & Associates CPA’s Inc. would have caused them to make a reference in
connection with its report on the financial statements for the
year.
ITEM
9A – CONTROLS AND PROCEDURES
Under the
supervision and with the participation of our management, including Dexter R.
Caliso, Chief Executive Officer and Presentacion A. Coranes, Chief Accounting
Officer, they have evaluated the effectiveness of Plata’s disclosure controls
and procedures as required by the Exchange Act Rule 13a-15(d) as at May 31, 2009
(the “Evaluation Date”). Based on the evaluation by management, they
have concluded these disclosure controls and procedures were not effective as of
the Evaluation Date as a result of material weaknesses in internal control over
financial reporting as more fully discussed below.
Under
Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307, the SEC states that
“disclosure controls and procedures” have the following
characteristics:
●
|
designed
to ensure disclosure of information that is required to be disclosed in
the reports that Plata files or submits under the Exchange
Act;
|
●
|
recorded,
processed, summarized and reported with the time period required by the
SEC’s rules and forms; and
|
●
|
accumulated
and communicated to management to allow them to make timely decisions
about the required disclosures.
|
As of
December 31, 2009, the management of Plata 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 Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments.
Even
though management’s assessment that Plata’s internal control over financial
reporting was not effective and there are certain material weaknesses as more
fully described below, management believe that Plata’s financial statements
contained in its Annual Report on Form 10-K for the year ended December 31, 2009
fairly present our financial condition, results of operations and cash flows in
all material respects.
Material
Weaknesses
Management
assessed the effectiveness of our internal control over financial reporting as
of the Evaluation Date and identified the following material
weaknesses:
-19-
●
|
As
at December 31, 2009, Plata did not have an audit committee which complies
to the requirements of an audit committee since it did not have an
independent “financial expert” on the committee. Even though it
has a Code of Ethics it does not emphasize fraud and methods to avoid
it. Due to the small size of Plata a whistleblower policy
is not necessary.
|
●
|
Due
to a significant number and magnitude of out-of-period adjustments
identified during the year-end closing process, management has concluded
that the controls over the period-end financial reporting process were not
operating effectively. A material weakness in the
period-end financial reporting process could result in Plata not been able
to meet its regulatory filing deadlines and, if not remedied, has the
potential to cause a material misstatement or to miss a filing deadline in
the future. Management override of existing controls is
possible given the small size of the organization and lack of
personnel.
|
●
|
There
is no system in place to review and monitor internal control over
financial reporting. This is due to Plata maintaining an
insufficient complement of personal to carry out ongoing monitoring
responsibilities and ensure effective internal control over financial
reporting.
|
ITEM
9A(T)
|
CONTROLS
AND PROCEDURES
|
There
were no changes in Plata’s internal controls over financial reporting during the
fiscal year ended December 31, 2009 that have materially affected, or are
reasonably likely to material affect, Plata’s internal control over financial
reporting;.<TABLE><CAPTION>
ITEM
9B OTHER
INFORMATION
This is
no other information needed to be disclosed in this Form 10-K.
PART 111
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
Each of
our directors serves until his or her successor is elected and
qualified. Each of our officers is elected by the Board of
Directors to a term of one (1) year and serves until his or her successor is
duly elected and qualified, or until he or she is removed from
office. The Board of Director has no nominating or compensation
committees.
The name,
address, age and position of our present officers and directors are set forth
below:
Name and Address
|
Age
|
Positions
|
Dexter
R. Caliso
658
Pasay Blvd.
Pasig
City 1300, Philippines
|
34
|
Chief
Executive Officer and President
|
Presentaction
A. Coranes
2432
M. Dela Cruz Street
Pasay
City, Philippines
|
30
|
Chief
Financial Officer, Chief Accounting Officer, Secretary
Treasurer
|
Both
Dexter Caliso and Presentaction Coranes have held their offices/positions since
inception of Plata and are expected to hold their offices/positions until the
first annual meeting of our shareholders.
-20-
Background
of Officers and Directors
Dexter
Caliso
Dexter
Caliso attended and attained a High School Diploma from Our Lady of Sorrows
Secondary School in 1991. Between 1991 and 1995 he attended PATT
College Aeronautics and obtained a Bachelor of Science degree in Aircraft
Technology. After graduation in 1995 and until 1999, he was
employed by Philippines Airlines in Manila where he supervised night crews for
maintenance of all Beoing 747-400 aircrift owned by Philippine
Airlines. From 1999 to 2001 he was employed by Singapore Airlines in
Manila as 2nd
Aircraft Mechanic and was responsible for instruction of junior mechanics as to
the repair and maintenance of aircraft. Between 2001 and 2004 he was
employed by Emirates Airlines in Manila as Supervising Aircraft Mechanic and was
the supervisor of all maintenance personal in his department which resulted in
Dexter being promoted to Chief Supervising Aircraft Mechanic. After
2004, until the present time, he was employed with Cathy Pacific Airline in
Manila as Department Head of Maintenance Operations and was responsible for
managing a staff of 30 aircraft mechanics. During this time he
was responsible for implementing all new security and safety measures for all
incoming Cathy Pacific Aircraft in Manila. While working for Cathy
Pacific he attended and obtained a Certificate of Completion from the Bureau of
Mines and Geoscience in Aerial Mapping and Surveying.
Presentacion
Coranes
Presentacion
Coranes graduated and received a diploma from Pedro Diaz High School in 1995
before attending AMA Computer College where she graduated with diplomas in
bookkeeping and accounting. In 2000 Presentacion attended the
University of the Far East and earned a diploma in Advanced Audit Procedures
qualifying her to do full audit procedures of both private and public companies
in the Philippines. While attending AMA Computer College, she worked
for Zamperla Asia Pacific in Manila, Philippines and was responsible for
handling the payroll for the entire company. In 1999, while attending
the University of the Far East, Presentacion was employed by Philippines Long
Distance Telecommunication Co. and was responsible for accounts receivable,
collections and worked part time in the internal audit department where she
assisted with filing with the Securities Exchange Commission of the
Philippines. After graduating from the University of the Far East,
she became employed with UCPB Insurance where she was solely responsible for
auditing the accounts receivable department and assisting in the filings with
the Securities Exchange Commission of the Philippines. In 2004 she
joined the firm of JV & Sons Corp. as Audit Co-ordinator and was responsible
for compiling audit reports for management and preparing filing documents for
submission to the Securities Exchange Commission of the
Philippines. Since 2005 she has been employed with Mary Kel Company
as Department Head of the Collections Department where Presentacion is
responsible of conducting the audits of the company and overseeing a staff of 10
people. In addition, she is the signing officer on the full and final
version of the audit that is filed with the relevant tax authorities and the
Securities Exchange Commission of the Philippines.
None of
our officers and directors work full time for our company. Dexter
Caliso spends approximately 4 to 5 hours a week on administrative and accounting
matters. With recent preparation of this registration statement and
because the Company intends to seek a quotation on the OTCBB in the near future
Dexter Caliso’s time on Plata’s affairs is expected to continue at this pace for
the foreseeable future. As Secretary Treasurer, Presentacion Coranes spends
approximately 4 to 5 week per month on corporate matters.
None of
our directors is an officer or director of a company registered under the
Securities and Exchange Act of 1934.
Board
of Directors Audit Committee
Below is
a description of the Audit Committee of the Board of Directors. The
Audit Committee Charter of Plata sets forth the responsibilities of the Audit
Committee. The primary function of the Audit Committee is to oversee and monitor
the Company’s accounting and reporting processes and the audits of the Company’s
financial statements.
-21-
Our Audit
Committee is comprised of Dexter Caliso, our President and Chairman of the
Audit
Committee,
and Presentaction Coranes, our Chief Financial Officer and Secretary Treasurer
neither of whom are independent. Only Presentacion Coranes can be
considered an “audit committee financial expert” as defined in Item 401 of
Regulation S-B based on her prior training and present occupation.
Apart
from the Audit Committee, the Company has no other Board
committees.
Since
inception on July 17, 2007, our Board has conducted its business entirely by
consent resolutions and has not met, as such. Our Audit Committee has
held one meeting.
Significant
Employees
We have
no paid employees as such. Our Officers and Directors fulfill many
functions that would otherwise require Plata to hire employees or outside
consultants. We anticipate engaging the services of workers to assist
in the exploration of the Bontoc Claim. Due to neither of our
directors being a trained geologist, other than Dexter Caliso having a diploma
in aerial mapping and surveying, Plata will use the services of Geraldo Peralta
if he is available when needed. We expect to engage a field worker(s)
later this year to assist in conduct the Phase I exploration work to undertaken
on the Bontoc claim by the end of 2010. Any field workers we engage
will not be considered employees either on a full time or part time
basis. This is because our exploration programs will not last more
than a few weeks and once completed these individuals will no longer be required
to fulfill such functions.
Family
Relationships
Our
President and our Chief Financial Officer and Secretary Treasurer are
unrelated.
Involvement
in Certain Legal Proceedings
To the
knowledge of the Plata, during the past five years, none of our directors or
executive officers:
(1)
|
has
filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by the
court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of
such filings;
|
(2)
|
was
convicted in a criminal proceeding or named subject of a pending criminal
proceeding (excluding traffic violations and other minor
offenses);
|
(3)
|
was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from or otherwise limiting, the following
activities:
|
(i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or continuing any conduct
or practice in connection with such activity;
(ii) engaging in any type of
business practice; or
-22-
(iii)
engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;
(4)
|
was
the subject of any order, judgment, or decree, not subsequently reversed,
suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such
activities;
|
(5)
|
was
found by a court of competent jurisdiction in a civil action or by the SEC
to have violated any federal or state securities law, and the judgment in
such civil action or finding by the SEC has not been subsequently
reversed, suspended, or vacated.
|
(6)
|
was
found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
|
ITEM
11. EXECUTIVE
COMPENSATION
We have
not paid any executive compensation during the period since inception as can be
noted from the following summary:
Summary
Compensation Table
Long Term Compensation
|
||
Annual Compensation
|
Awards
|
Payouts
|
(a)
|
(b)
|
(c)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
Name
and
Principal position
|
Year
|
Salary
|
Other
annual
Comp.
($)
|
Restricted
stock
awards
($)
|
Options/
SAR
(#)
|
LTIP
Pay-outs
($)
|
All
other
Comp-
ensation
($)
|
Dexter
R. Caliso
Principal
Executive
Officer,
President and
Director
|
2007
2008
2009
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
Presentacion
A.
Coranes
Principal
Financial Officer,
Principal
Accounting Officer, Secretary Treasurer and
Director
|
2007
2008
2009
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-0-
-0-
-0-
|
-23-
Compensation
of Directors
We have
no standard arrangement to compensate directors for their services in their
capacity as directors. Directors are not paid for meetings
attended. All travel and lodging expenses associated with
corporate matters are reimbursed by us, if and when incurred.
Employment
Agreements with Executive Officers and Directors
There are
no employment agreements with any officers or directors of our
Company.
Stock
Option Plan
We have
never established any form of stock option plan for the benefit of our
directors, officers or future employees. We do not have a long-term
incentive plan nor do we have a defined benefit, pension plan, profit sharing or
other retirement plan.
Bonuses
and Deferred Compensation
None
Compensation
Pursuant to Plans
None
Pension
Table
None
Termination
of Employment
There are
no compensatory plans or arrangements, including payments to be received from
the Company, with respect to any person named in Summary of Compensation set out
above which would in any way result in payments to any such person because of
his resignation, retirement, or other termination of such person’s employment
with the Company, or any change in control of the Company, or a change in the
person’s responsibilities following a change in control of the
Company.
Activities
since Inception
Our
President, Dexter Caliso, arranged for incorporation of our company, subscribed
for shares to provide initial working capital, and identified the Bontoc Claim,
arranged for its acquisition, commissioned a geological report on the Bontoc
Claim obtaining the assistance of professionals as needed. Mr. Caliso
has coordinated preparation of our effective registration statement and has
principal responsibility for preparation of our periodic reports and all other
matters normally performed by an executive officer. He was
instrumental in identifying investors to participate in the private placement
closed on October 31, 2007
Our Chief
Financial Officer, Chief Accounting Officer and Secretary Treasurer,
Presentacion Coranes, assisted in identifying investors to participate in the
private placement closed on October 31, 2007 and also assisted in preparation of
our effective registration statement.
-24-
ITEM
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLERS MATTERS
|
The
following table sets forth, as at March 15, 2010, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholder listed below has direct ownership of his/her
shares and possesses sole voting and dispositive power with respect to the
shares.
Title
or Class
of Share
|
Name
and address of
Beneficial Owner (1)
|
Beneifically Owed
Before Selling (2)
|
%
|
Benefically Owed
After
Selling (3)
|
%
|
Common
|
Dexter
R. Caliso
658
Pasay Blvd.
Pasig
City, 1300, Philippines
|
24,000,000
|
37.8
|
21,600,000
|
33.9
|
Common
|
Presentacion
A. Coranes
2432
M. Dela Cruz Street
Pasay
City, Philippines
|
16,000,000
|
25.3
|
14,400,000
|
22.5
|
Common
|
Ownership
of all directors and
officers
|
40,000,000
|
63.1
|
36,000,000
|
56.4
|
(1)
|
As
of March 15, 2010, there were 63,800,000 common shares issued and
outstanding. Unless otherwise noted, the security ownership disclosed in
this table is of record and beneficial.
|
|
(2)
|
Under
Rule 13-d under the Exchange Act, shares not outstanding but subject to
options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding
for the purpose of computing the percentage of outstanding shares owned by
the persons having such rights, but are not deemed outstanding for the
purpose of computing the percentage for such other
persons.
|
(3)
|
These
shares are restricted since they were issued in compliance with exemptions
from registration provided by Section 4(2) of the Securities Act of 1933,
as amended. After these shares have been held for one year the
Dexter Caliso and Presentacion Coranes could sell 1% of the outstanding
shares in Plata every three months. Therefore, these shares can
be sold after the expiration of one year in compliance with provisions of
Rule 144. The share certificates bear “stock transfer”
instructions imprinted on the stock certificates themselves which
restricts their sale other than in compliance with Rule
144.
|
Other
than Dexter Caliso and Presentacion Coranes, Plata does not know of any other
shareholder who has more than 5 percent of the issued shares.
This
number of post split common shares that could presently be sold under Rule 144
is 36,000,000; being the above noted shares held by Dexter Caliso and
Presentacion Coranes; which bear a restrictive legend on each
certificate.
Even with
the sale of 4,000,000 post split common shares held by Dexter Caliso and
Presentacion Coranes which were qualified under our registration statement, they
will retain voting control over the number of shares issued and
outstanding.
-25-
There are
no voting trusts or similar arrangements known to Plata whereby voting power is
held by another party not named herein. Plata knows of no trusts,
proxies, power of attorney, pooling arrangements, direct or indirect, or any
other contract arrangement or device with the purpose or effect of divesting
such person or persons of beneficial ownership of Plata's common shares or
preventing the vesting of such beneficial ownership.
Plata
does not know of any arrangements, which might result in a change in
control.
Our
authorized capital consists of 750,000,000 shares of common stock, par value
$0.001 per share, of which 63,800,000 post split shares are issued and
outstanding.
The
holders of our common stock are entitled to receive dividends as may be declared
by our Board of Directors; are entitled to share ratably in all of our assets
available for distribution upon winding up of the affairs of Plata; and are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all meetings of the shareholders.
The
shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.
Non-cumulative
Voting
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event the holders of the remaining shares will not be able
to elect any of our directors. The shares held by none officer and directors are
the present time represents 37 % of our outstanding shares.
Anti-Takeover
Provisions
There are
no Nevada anti-takeover provisions that may have the affect of delaying or
preventing a change in control. Sections 78.378 through 78.3793 of the Nevada
Revised Statutes relates to control share acquisitions that may delay to make
more difficult acquisitions or changes in our control, however, they only apply
when we have 200 or more stockholders of record, at least 100 of whom have
addresses in the state of Nevada appearing on our stock ledger and we do
business in this state directly or through an affiliated corporation. Neither of
the foregoing events seems likely to occur. Currently, we have no Nevada
shareholders. Further, we do not do business in Nevada directly or through an
affiliate corporation and we do not intend to do business in the state of Nevada
in the future. Accordingly there are no anti-takeover provisions that have the
affect of delaying or preventing a change in our control.
Dividend
Policy
As of the
date of this Form 10-K, Plata has not paid any cash dividends to
stockholders. The declaration of any future cash dividends, if any,
will be at the discretion of the Board of Directors and will depend on our
earnings, if any, capital requirements and financial position, general economic
conditions and other pertinent conditions. It is Plata’s present
intention not to pay any cash dividends in the near future.
Transfer
Agent
We have
engaged the services of Holladay Stock Transfer, Inc., 2939 North 67th
Place, Scottsdale, Arizona, USA, 85251 to act as transfer and
registrar. Formerly we used the services of Action Stock
Transfer Corp., Suite 300 – 7069 S. Highland Drive, Salt Lake City, Utah,
84121.
-26-
Market
Information
At the
present time, our shares are quoted on the OTCBB and are thinly
traded.
Holders
Including
its two officers and directors, Plata has 35 shareholders as at the date of this
Form 10-K.
Certain
Transactions
There
have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer,
or beneficial holder of more than 10% of the outstanding common stock, or any of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest, except as follows:
On
September 18, 2007 Plata issued to (i) our President, Chief Executive Officer
and Director, Dexter Caliso, 24,000,000 post split common shares for total
consideration of $1,200; and (ii) our Chief Financial Officer,
Secretary-Treasurer and a Director, Presentacion Coranes, 16,000,000 post split
shares for total consideration of $800.
The
shares issued to Mr. Caliso and Ms. Coranes were in consideration of their
agreeing to take the initiative in developing and implementing the business plan
of Plata, including, among other things, incorporated Plata, providing the
initial capital to allow Plata to identify the Bontoc Claim in the Philippines
and arrange for Geraldo Peralta to prepare a geological report thereon,
identifying potential investors and arranging for the initial private placement
to enable Plata to implement its business plan.
Available
Information
We are
subject to the informational requirements of the Securities Exchange Act of 1934
and, in accordance therewith, will be responsible upon the effectiveness of this
registration statement to file reports, proxy statements and other information
with the SEC. Our reports, proxy statements and other information
filed pursuant to the Securities Exchange Act of 1934 may be inspected and
copied at the public reference facilities maintained by the SEC at 100 F Street
N.W., Washington, DC, 20549, at prescribed rates. The public
may obtain information on the operations of the Public Reference Room by calling
SEC at 1-800-SEC-0330. In addition, the SEC maintains a Web
site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
SEC. The address of the SEC’s Web sit is
http://www.sec.gov.
Debt
Securities and Other Securities
There are
no debts or other securities outstanding.
ITEM
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
Transactions
with Management and Others
Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of the Company, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $120,000, and in which any
director or executive officer, or any security holder who is known by the
Company to own of record or beneficially more than 5% of any class of the
Company’s common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.
-27-
Indebtedness
of Management
There
were no material transactions, or series of similar transactions, since
inception of the Company, or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be a part, in which the
amount involved exceeded $120,000 and in which any director or executive
officer, or any security holder who is known to the Company to own of record or
beneficially more than 5% of the common shares of the Company’s capital stock,
or any member of the immediate family of any of the foregoing persons, has an
interest.
Transactions
with Promoters
The
Company does not have promoters and has no transactions with any
promoters.
Conflicts
of Interest
None of
our officers and directors is a director or officer of any other company
involved in the mining industry. However, there can be no assurance
such involvement in other companies in the mining industry will not occur in the
future. Such potential future involvement could create a conflict of
interest.
To ensure
that potential conflicts of interest are avoided or declared, the Board of
Directors adopted, on July 20, 2007, a Code of Business Ethics and Control for
the Board of Directors (the “Code”). Plata’s Code embodies our commitment to
such ethical principles and sets forth the responsibilities of Plata and its
officers and directors to its shareholders, employees, customers, lenders and
other organizations. Our Code addresses general business ethical principles and
other relevant issues.
ITEM
14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES
(1) Audit
Fees
The
aggregate fees billed by the independent registered accountants for the year
ended December 31, 2009 for professional services for the review of the
quarterly financial statements as at March 31, June 30 and September 30, 2009,
annual financial statements as of December 31, 2009 and services that are
normally provided by the accountants in connection with statutory and regulatory
filings or engagements for those period years were as follows: $500
for each of the quarters ended March 31, June 30 and September 30, 2009 and
$2,500 for the audit of December 31, 2009.
(2) Audit-Related
Fees
The
aggregate fees billed in each of the two periods mentioned above for assurance
and related services by the principal accountants that are reasonably related to
the performance of the audit or review of Plata’s financial statements and are
not reported under Item 9 (e)(1) of Schedule 14A was NIL.
(3) Tax Fees
The
aggregate fees billed in December 31, 2009 for professional services rendered by
the principal accountants for tax compliance, tax advice, and tax planning was
NIL.
-28-
(4) All Other
Fees
During
the period from inceptions to December 31, 2009 there were no other fees charged
by the principal accountants other than those disclosed in (1) and (3)
above.
(5) Audit Committee’s
Pre-approval Policies
At the
present time, there are not sufficient directors, officers and employees
involved with Plata nor to make any pre-approval policies
meaningful. Once Plata has elected more directors and appointed
directors and non-directors to the Audit Committee it will have meetings and
function in a meaningful manner.
(6) Audit Hours
Incurred
The
principal accountants did not spend greater than 50 percent of the hours spent
on the accounting by Plata’s internal accountant.
PART IV
ITEM
13. EXHIBITS
, FINANCIAL STATEMENTS SCHEDULES
Exhibits
The
following exhibits are included as part of this report by
reference:
3
|
Corporate
Charter (incorporated by reference from Plata’s Registration Statement on
Form S-1 filed on February 1, 2008, Registration No.
333-148984)
|
|
3
(i) Articles
of Incorporation (incorporated by reference from Plata’sRegistration Statement on Form S-1 filed
on February 1, 2008, RegistrationNo. 333-148984)
|
||
3
(ii) By-laws
(incorporated by reference from Plata’s Registration Statement on Form S-1
filed on February 1, 2008, Registration No. 333-148984)
|
||
4
|
Stock
Specimen (incorporated by reference from Plata’s Registration Statement on
Form S-1 filed on February 1, 2008, Registration No.
333-148984)
|
|
10.1
|
Transfer
Agent and Registrar Agreement (incorporated by reference from Plata’s
Registration Statement on Form S-1 filed on February 1, 2008 Registration
No. 333-148984)
|
Financial
Statements. The following financial statements are included in
this report:
Title of Document
|
Page
|
Report
of Madsen & Associates, CPA’s Inc.
|
32
|
Balance
Sheet as at December 31, 2009 and 2008
|
33
|
Statement
of Operations for the years ended December 31, 2009 and 2008 and for the
period from July 17, 2007 (date of inception) to December 31,
2009
|
34
|
Statement
of Changes in Stockholders’ Equity for period from July 17, 2007 (date of
inception) to December 31, 2009
|
35
|
-29-
Statement
of Cash Flows for the years ended December 31, 2009 and 2008 and for the
period from July 17, 2007 (date of inception) to December 31,
2009
|
36
|
Notes
to the Financial Statements
|
37
|
-30-
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant had duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
PLATA
RESOURCES, INC.
(Registrant)
By: DEXTER
R. CALISO
Dexter R.
Caliso
Chief
Executive Officer,
President
and Director
Date
March 15, 2010:
Pursuant
to the requirements of the Securities Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
By: DEXTER
R. CALISO
Dexter R.
Caliso
Chief
Executive Officer,
President
and Director
Date:
March 15, 2010
|
By: PRESENTACION
A. CORANES
|
|
Presentaction
A. Coranes
|
|
Chief
Accounting Officer,
|
|
Chief
Financial Officer and Director
|
Date:
March 15, 2010
-31-
MADSEN & ASSOCIATES CPA’s
INC.
|
684
East Vine Street, #3
|
Certified
Public Accountants and Business Consultants
|
Murray,
Utah, 84107
|
Telephone
801-268-2632
|
|
Fax
801-262-3978
|
Board of
Directors
Plata
Resources, Inc.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have
audited the accompanying balance sheets of Plata Resources, Inc.
(pre-exploration stage company) at December 31, 2009 and 2008, and the related
statement of operations, changes in stockholders' equity, and cash flows for the
years ended December 31, 2009 and 2008 and the period from July 17, 2007 (date
of inception) to December 31, 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not
required to have nor were we engaged to perform an audit of its internal control
over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness for the company’s internal control
over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Plata Resources, Inc. at December
31, 2009 and 2008, and the results of operations and cash flows for the years
ended December 31, 2009 and 2008 and the period from July 17, 2007 (date of
inception) to December 31, 2009 in conformity with generally accepted accounting
principles.
Murray,
Utah MADSEN & ASSOCIATES,
CPA’s INC.
March 15,
2010
-32-
PLATA
RESOURCES, INC.
(Pre-exploration
Stage Company)
BALANCE
SHEETS
Dec.
31, 2009
|
Dec.
31, 2008
|
|
ASSETS
|
||
CURRENT
ASSETS
|
||
Cash
|
$ 20,889
|
$ 31,764
|
Accounts
receivable
|
3,572
|
-
|
Total Current
Assets
|
$ 24,461
|
$ 31,764
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||
CURRENT
LIABILITIES
|
||
Accounts payable
|
$ 13,358
|
$ 8,061
|
Accounts payable – related
parties
|
4,560
|
4,354
|
Total Current
Liabilities
|
17,918
|
12,415
|
STOCKHOLDERS’
EQUITY
|
||
Common
stock
|
||
750,000,000 shares authorized, at
$0.001 par value;
|
||
63,800,000 shares issued
and outstanding
|
63,800
|
63,800
|
Capital in excess of par
value
|
30,200
|
14,600
|
Deficit accumulated during the
pre-exploration stage
|
(87,457)
|
(59,051)
|
Total Stockholders’
Equity
|
6,543
|
19,349
|
$ 24,461
|
$ 31,764
|
The
accompanying notes are an integral part of these financial
statements.
-33-
PLATA
RESOURCES, INC.
(Pre-exploration
Stage Company)
STATEMENT
OF OPERATIONS
For the
years ended December 31, 2009 and 2008 and for the period from July 17,
2007(date of inception) to December 31, 2009
Dec.
31, 2009
|
Dec.
31, 2008
|
July
17,
2007
to
Dec
31, 2009
|
|
REVENUES
|
$ -
|
$ -
|
$ -
|
EXPENSES
|
|||
Acquisition,
staking and geological report
|
1,572
|
-
|
6,572
|
Administrative
|
26,834
|
43,931
|
80,885
|
NET
LOSS FROM OPERATIONS
|
$ (28,406)
|
$ (43,931)
|
$ (87,457)
|
NET
LOSS PER COMMON SHARE
|
|||
Basic
and diluted
|
$ (0.00)
|
$ (0.00)
|
|
AVERAGE
OUTSTANDING SHARES
|
|||
Basic
|
63,800,000
|
63,800,000
|
The
accompanying notes are an integral part of these financial
statements.
-34-
PLATA
RESOURCES, INC.
(Pre-Exploration
Stage Company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
Period July
17, 2007 (date of inception) to December 31, 2009
Common
Shares
|
Stock
Amount
|
Capital
in
Excess
of
Par Value
|
Accumulated
Deficit
|
|
Balance July 17,
2007
|
-
|
$ -
|
$ -
|
$ -
|
Issuance
of common shares - September 18, 2007
|
40,000,000
|
40,000
|
(38,000)
|
-
|
Issuance
of common shares – October 31, 2007
|
23,800,000
|
23,800
|
35,700
|
|
Capital
contributions – expenses
|
-
|
-
|
1,300
|
|
Net
operating loss for the period July 17, 2007 (date
of
Inception) to December 31, 2007
|
-
|
-
|
-
|
(15,120)
|
Balance
at December 31, 2007
|
63,800,000
|
63,800
|
(1,000)
|
(15,120)
|
Capital
contributions – expenses
|
-
|
-
|
15,600
|
-
|
Net
operating loss for the year ended December 31,
2008
|
-
|
-
|
-
|
(43,931)
|
Balance
at December 31, 2008
|
63,800,000
|
63,800
|
14,600
|
(59,051)
|
Capital
contributions – expenses
|
-
|
-
|
15,600
|
-
|
Net
operating loss for the year ended December 31,
2009
|
-
|
-
|
-
|
(28,406)
|
Balance
at December 31, 2009
|
63,800,000
|
$ 63,800
|
$ 30,200
|
$ (87,457)
|
The
accompanying notes are an integral part of these financial
statements
-35-
PLATA
RESOURCES, INC.
(Pre-exploration
Stage Company)
STATEMENT
OF CASH FLOWS
For the
years ended December 31, 2009 and 2008 and for the period from July 17, 2007
(date of inception) to December 31, 2009
Dec.
31, 2009
|
Dec.
31, 2008
|
July
17,
2007
to
Dec.
31, 2009
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||
Net
loss
|
$ (28,406)
|
$ (43,931)
|
$(87,457)
|
Adjustments
to reconcile net loss to net cash provided by operating
activities:
|
|||
Capital
contributions - expenses
|
15,600
|
15,600
|
32,500
|
Changes
in accounts receivable
|
(3,572)
|
-
|
(3,572)
|
Changes
in accounts payable
|
5,297
|
4,251
|
13,358
|
Net
Cash Provided (Used) in Operations
|
(11,081)
|
(24,080)
|
(45,171)
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
-
|
-
|
-
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||
Proceeds from loan from related
party
|
206
|
3,354
|
4,560
|
Proceeds from issuance of common
stock
|
-
|
-
|
61,500
|
Net
cash flows from financing activities
|
206
|
3,354
|
66,060
|
Net
Increase (Decrease) in Cash
|
(10,875)
|
(20,726)
|
20,889
|
Cash
at Beginning of Period
|
31,764
|
52,490
|
-
|
CASH
AT END OF PERIOD
|
$ 20,889
|
$ 31,764
|
$
20,889
|
The
accompanying notes are an integral part of these financial
statements
-36-
PLATA
RESOURCES, INC.
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
December
31, 2009
1. ORGANIZATION
The
Company, Plata Resources Inc., was incorporated under the laws of the State of
Nevada on July 31, 2007 with the authorized capital stock of 750,000,000 shares
at $0.001 par value.
The
Company was organized for the purpose of acquiring and developing mineral
properties. At the report date mineral claims, with unknown reserves,
had been acquired. The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached the development
stage and is considered to be in the pre-exploration stage.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Accounting
Methods
The
Company recognizes income and expenses based on the accrual method of
accounting.
Dividend
Policy
The
Company has not yet adopted a policy regarding payment of
dividends.
|
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 antidulutive and then only the basic per share
amounts are shown in the report.
|
Evaluation of Long-Lived
Assets
The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.
Income
Taxes
The
Company utilizes the liability method of accounting for income
taxes. Under the liability method deferred tax assets and liabilities
are determined based on 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
reversed. An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.
-37-
PLATA
RESOURCES, INC.
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
December
31, 2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Income Taxes -
Continued
On
December 31, 2009 the Company had a net operating loss carry forward of $87,457
for income tax purposes. The tax benefit of approximately $26,200
from the loss carry forward has been fully offset by a valuation reserve because
the future tax benefit is undeterminable since the Company is unable to
establish a predictable projection of operating profits for future
years. Losses will expire on 2030.
Foreign Currency
Translations
Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized. The functional currency is considered to be US
dollars.
Revenue
Recognition
Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.
Advertising and Market
Development
The company expenses advertising and
market development costs as incurred.
Financial
Instruments
|
The
carrying amounts of financial instruments are considered by management to
be their fair value due to their short term
maturities.
|
Estimates and
Assumptions
Management
uses estimates and assumptions in preparing financial statements in accordance
with general 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.
|
Statement of Cash
Flows
|
|
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.
|
Unproven Mining Claim
Costs
Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.
-38-
|
PLATA
RESOURCES, INC.
|
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
December
31, 2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
|
Environmental
Requirements
|
|
At
the report date environmental requirements related to the mineral claim
acquired are unknown and therefore any estimate of any future cost cannot
be made.
|
Recent Accounting
Pronouncements
The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.
3. AQUISITION
OF MINERAL CLAIM
|
On
August 1, 2007, the Company acquired the Bontoc Gold Claim located in the
Republic of Philippines from Castillo Explorations LLC., an unrelated
company, for the consideration of $5,000. The Bontoc Gold Claim
is located in the Philippines near the town of Bontoc. Under
Philippine law, the claim remains in good standing as long as the Company
has an interest in it. There is no annual maintenance
fees or minimum exploration work required on the
Claim.
|
4. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY
Officers-directors
and their families have acquired 63% of the common stock issued and have made no
interest, demand loans to the Company of $4,560 and have made contributions to
capital of $32,500 in the form of expenses paid for the Company.
5. CAPITAL
STOCK
On
September 18, 2007, Company completed a private placement consisting of
40,000,000 post split common shares sold to directors and officers for a total
consideration of $2,000. On October 31, 2007, the Company completed a
private placement of 23,800,000 post split common shares for a total
consideration of $59,500.
On
January 22, 2009, the shareholders of the Company approved a 20 to 1 forward
split, resulting in an increase of the outstanding shares of common stock from
3,190,000 to 63,800,000. The 63,800,000 post split common shares are
shown as split from the date of inception.
6. SUBSEQUENT
EVENTS
The
Company has evaluated subsequent events from the balance sheet date to March 15,
2010 and has found no material subsequent events to report.
-39-