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EX-32.2 - DAVI LUXURY BRAND GROUP, INC.dafoeexhibit321.htm
EX-31.1 - DAVI LUXURY BRAND GROUP, INC.dafoeexhibit311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       For the quarterly period ended   March 31, 2010

 

[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

      For the transition period _____________to______________

      Commission File Number 333-156521

 

DAFOE CORP.

 

 

(Exact name of small Business Issuer as specified in its charter)

 


Nevada

  

26-2463412

---------------------------------

 

------------------------------

(State or other jurisdiction of

  

(IRS Employer Identification No.)

incorporation or organization)

  

  


1802 N. Carson Street

  

  

Carson City,

  

89701

----------------------------------------

 

------------------------------

(Address of principal executive offices)

  

(Postal or Zip Code)


Issuer's telephone number, including area code:

 

    (775) 721-0542

  

 

 ----------------------------


 

N/A

 

 

(Former name, former address and former fiscal year, if changed since

 

 

last report)

 


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x Yes o No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o Yes o No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

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).      o Yes x No


State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 58,860,000 shares of common stock at a par value of $0.001 outstanding as of April 15, 2010.


2




PART I. FINANCIAL INFORMATION


Item 1.

Financial Statements






3



DAFOE CORP.

(An Exploration Stage Company)

BALANCE SHEETS


ASSETS

 

 

 

 

 

 

March 31, 2010

September 30, 2009

 

(Unaudited)

 

Current assets:

 

 

Cash

 $           156

 $            581

 

 

 

Total current assets

156

581

 

 

 

 

 

 

Total assets

 $           156

 $            581

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current liabilities:

 

 

Notes payable - Related party

 $      44,702

 $       35,002

 

 

 

Total current liabilities

44,702

35,002

 

 

 

Total liabilities

44,702

35,002

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

Common stock, $0.001 par value, 75,000,000

 

 

shares authorized, 58,860,000 shares issued and

 

 

outstanding at March 31, 2010 and September 30, 2009

58,860

58,860

 

 

 

Additional paid-in capital

(24,960)

(24,960)

 

 

 

Deficit accumulated during the exploration stage

(78,446)

(68,321)

 

 

 

Total stockholders' deficit

(44,546)

(34,421)

 

 

 

Total liabilities and stockholders' deficit

 $           156

 $            581


The accompanying notes are an integral part of these financial statements.






4




DAFOE CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS


For the three and six months ended March 31, 2010 and 2009 and the period from

July 26, 2007 (inception) through March 31, 2010

(Unaudited)


 

Three months

Three months

Six months

Six months

Inception through

 

March 31, 2010

March 31, 2009

March 31, 2010

March 31, 2009

March 31, 2010

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Mineral exploration

 $              -

 $                -

 $              -

 $              -

 $             4,300

 

 

 

 

 

 

General and administrative

2,479

13,520

10,125

37,775

74,146

 

 

 

 

 

 

Net loss

$    (2,479)

$   (13,520)

$   (10,125)

$   (37,775)

$        (78,446)

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

$      (0.00)

$       (0.00)

$      (0.00)

$      (0.00)

 

 

 

 

 

 

 

Weighted average shares

 

 

 

 

 

outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

58,860,000  

58,860,000

58,860,000

55,750,549

 



The accompanying notes are an integral part of these financial statements.






5




DAFOE CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

For the six months ended March 31, 2010 and 2009 and the period from

July 26, 2007 (inception) through March 31, 2010

(Unaudited)


 

Six months

Six months

Inception through

 

March 31, 2010

March 31, 2009

March 31, 2010

 

 

 

 

CASH FLOWS FROM OPERATING

 

 

 

ACTIVITIES

 

 

 

 

 

 

 

Net loss

$          (10,125)

$     (37,775)

$      (78,446)

 

 

 

 

Adjustment to reconcile net loss to

 

 

 

cash used in operating activities:

 

 

 

 

 

 

 

Net change in:

 

 

 

 

 

 

 

Accounts payable

-

-

-

 

 

 

 

CASH FLOWS USED IN OPERATING

(10,125)

(37,775)

(78,446)

ACTIVITIES

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING

 

 

 

ACTIVITIES:

 

 

 

 

 

 

 

Cash received from the sale of

-

30,400

33,900

common stock

 

 

 

 

 

 

 

Shareholder advances

9,700

(4,000)

44,702

 

 

 

 

CASH FLOWS PROVIDED BY

 

 

 

FINANCING ACTIVITIES

9,700

26,400

78,602

 

 

 

 

NET INCREASE IN CASH

(425)

(11,375)

156

 

 

 

 

Cash, beginning of period

581

12,994

-

 

 

 

 

Cash, end of period

 $             156

 $        1,619

 $               156

 

 

 

 

SUPPLEMENTAL CASH FLOW

 

 

 

INFORMATION

 

 

 

 

 

 

 

Cash paid on interest expenses

 $                -

 $                 -

 $                    -

 

 

 

 

Cash paid for income taxes

 $                 -

 $                -

 $                   -



The accompanying notes are an integral part of these financial statements.






6




DAFOE CORP.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2010

(UNAUDITED)


Note 1

Basis of Presentation


The accompanying unaudited interim financial statements of Dafoe Corp. ("Dafoe" or the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2009, as reported in the Form 10-K, have been omitted.


The Company has evaluated subsequent events for recognition or disclosure through the date these financial statements were issued.


Note 2

Related Party Transactions


The company was charged the following by a director of the Company:


 

Six months ended

March 31, 2010  

Six months ended

March 31, 2009

 

 

 

Management fees

$       -

$          2,000


The related party loan is due to a director of the Company for funds advanced.  The loan is unsecured, non-interest bearing and has no specific terms for repayment.








7



Item 2. Management’s Discussion and Analysis or Plan of Operation


This document includes statements that may constitute forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 . We caution readers regarding certain forward-looking statements in this document, press releases, securities filings, and all other documents and communications.  All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Quarterly Report on Form 10-Q ("Report") are forward looking.  The words "believes," "anticipates," "estimates," "expects," and words of similar import, constitute "forward-looking statements."  While we believe in the veracity of all statements made herein, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies and known and unknown risks.  As a result of such risks, our actual results could differ materially from those expressed in any forward-looking statements made by, or on behalf of, our company.  We will not necessarily update information if any forward-looking statement later turns out to be inaccurate.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks and uncertainties set forth in our Annual Report on Form 10-K, as well as in other documents we file with the Securities and Exchange Commission ("SEC").


The following information has not been audited.  You should read this information in conjunction with the unaudited financial statements and related notes to the financial statements included in this report.


Plan of Operations


We have commenced operations as an exploration stage company.  We are engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discover.  We own a 100% interest in four mineral claims known as the Vet 1 - 4 claims, which are located in the west-central area of the State of Nevada, approximately 30 air miles west of the town of Tonopah.  We purchased these claims from Western Minerals Inc.


Subject to review of the results from the first phase of exploration, in order to ascertain whether it possesses economic quantities of gold, our plan of operation for the next twelve months is to complete the geologist recommended exploration work on the Vet 1 - 4 claims consisting of magnetometer and VLF electromagnetic or other geophysical grid-controlled surveys for phase for a total estimated cost of $9,000.  


We expect to carry out the second phase of exploration in the next few months, subject to obtaining suitable financing for such program.  As well, we anticipate spending an additional $15,000 on administrative fees, including fees payable in connection with complying with reporting obligations.  Total expenditures over the next 12 months are therefore expected to be approximately $24,000.


We will require additional funding in order to proceed with additional exploration on the Vet 1 - 4 claims and to cover administrative expenses.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans.  We do not have any arrangements in place for any future equity financing or loans.


Results of Operations for the Three and Six Months Ending March 31, 2010


We have not earned any revenues from our incorporation on July 26, 2007 to March 31, 2010.  We do not anticipate earning revenues unless we enter into commercial production on the Vet 1- 4 claims, which is doubtful.  We have not commenced the exploration stage of our business and can provide no assurance that





8



we will discover economic mineralization on the Vet 1 - 4 claims, or if such minerals are discovered, that we will enter into commercial production.


We incurred operating expenses in the amount of $2,479 for the three month period ended March 31, 2010 consisting of general and administrative expenses, compared to $13,520 for the three months ended March 31, 2009.  


We incurred operating expenses in the amount of $10,125 for the six month period ended March 31, 2010 consisting of general and administrative expenses, compared to $37,775 for the six months ended March 31, 2009.  


From the date of inception of July 26, 2007 to March 31, 2010 we have incurred total operating expenses of $78,446, consisting of mineral exploration costs of $4,300 and general and administrative costs of $74,146.  


Liquidity and Capital Resources


Since inception, we have financed our cash requirements from cash generated from the sale of common stock and from shareholder advances.


Our principal sources of liquidity as of March 31, 2010 consisted of $156 in cash.  


Since inception through to and including March 31, 2010, we have raised $33,900 through private placements of our common shares and received $44,702 in shareholder advances.  In the fall of 2008 we completed our first phase of exploration and are currently awaiting the results of that exploration to return from Australia.   Should these results be favorable we will be in a position to plan the next phase two of exploration.  The financing for this second phase could come from further equity financing or could come from the further lending of funds from Mr. Beddome, our President.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of our mineral claims and our venture will fail.


Off-Balance Sheet Arrangements


We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.  


Item 3.

Quantitative and Qualitative Disclosures About Market Risk


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.


Item 4:

Controls and Procedures


Evaluation of Disclosure Controls


Our management evaluated the effectiveness of our disclosure controls and procedures as of the end of our fiscal quarter on March 31, 2010.  This evaluation was conducted by Kyle Beddome, our President, Chief Executive Officer and Principal Accounting Officer.


Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported.






9



Limitations on the Effectiveness of Controls


Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, but no absolute, assurance that the objectives of a control system are met.


Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs.  These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control.  A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.


Conclusions


Based upon his evaluation of our controls, our chief executive officer and principal accounting officer has concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared.  


There were no changes in our internal controls and internal controls over financial reporting that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.


PART II- OTHER INFORMATION


Item 1.

Legal Proceedings


We are not presently a party to any litigation.


Item 1A.    Risk Factors


We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.


Item 2.

Changes in Securities and Use of Proceeds


We did not issue any securities during the quarter ended March 31, 2010.


Item 3. 

Defaults Upon Senior Securities


None.


Item 5.

Other Information


None.






10



Item 6. 

Exhibits and Report on Form 8-K


(a)

Exhibit(s)


31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 Or 15d-14 of the Securities Exchange Act Of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


(b)

Reports on Form 8-K


None







11



SIGNATURES



Pursuant to the requirements 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.



DATED:   April 15, 2010


DAFOE CORP.



By: /s/ Kyle Beddome

-------------------------------------

Kyle Beddome

President, Chief Executive Officer,

Principal Accounting Officer and Director