CLEAN TRANSPORTATION GROUP, INC. - FORM 10-Q

Attached files

file	filename
EX-31.1 - CERT 302 - CEO, CFO - CLEAN TRANSPORTATION GROUP, INC.	ex31-1.htm
EX-32.1 - CERT 906 - CEO, CFO - CLEAN TRANSPORTATION GROUP, INC.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-52206

QUINTANA GOLD RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Utah	73-1083773
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or organization)

117 – 8880 No. 1 Road, Richmond BC, Canada V7C 4C3

(Address of principal executive offices)

(604) 202-3212

(Registrant’s telephone number, including area code)

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 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).

Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Don not check if a smaller reporting company.)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X No

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class	Outstanding as of August 22, 2010
Common Stock, $0.001 par value	25,990,868

- 1 -

TABLE OF CONTENTS

Heading		Page

PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19

Item 4(T)	Controls and Procedures	19

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults upon Senior Securities	20

Item 4.	(Removed and Reserved)

Item 5.	Other Information	20

Item 6.	Exhibits	20

	Signatures	21

- 2 -

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 30, 2010 are not necessarily indicative of the results that can be expected for the year ending December 31, 2010.

QUINTANA GOLD RESOURCES CORP.

(A Development Stage Company)

Financial Statements

September 30, 2010

CONTENTS


Balance Sheets	4

Statements of Operations 5	5

Statements of Stockholders’ Equity (Deficit)	6

Statements of Cash Flows	10

Notes to the Financial Statements	12

- 3 -

QUINTANA GOLD RESOURCES CORP.
(A Development Stage Company)
Balance Sheet

ASSETS

		September 30,			December 31,
		2010			2009
		Unaudited			Audited

CURRENT ASSETS

	Cash	$	209		$	624
	Prepaid expenses		730			730

	Total Current Assets		939			1,354

	TOTAL ASSETS	$	939		$	1,354


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

	Accounts payable	$	75,658		$	67,568
	Accounts payable - related parties (Note 2)		59,233			25,000

	Total Current Liabilities		134,891			92,568

	TOTAL LIABILITIES		134,891			92,568

STOCKHOLDERS' EQUITY (DEFICIT)

	Common stock, $0.001 par value, 50,000,000 shares
	authorized; 25,990,868 shares issued and outstanding		25,991			25,991
	Additional paid-in capital		567,459			564,455
	Deficit accumulated during the development stage		(727,402	)		(681,660	)

	Total Stockholders' Equity (Deficit)		(133,952	)		(91,214	)

	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	939		$	1,354
	(DEFICIT)




The accompanying notes are an integral part of these financial statements

- 4 -

QUINTANA GOLD RESOURCES CORP.
(A Development Stage Company)
Statement of Operations
Unaudited

													From
													Inception on
													August 23,
	For the 9 Months Ended						For the 3 Months Ended						1978 Through
	September 30,						September 30,						September 30,
	2010			2009			2010			2009			2010

REVENUE	$	-		$	-		$	-		$	-		$	-

OPERATING EXPENSES

General and administrative		42,738			38,313			16,425			12,210			559,003
Depreciation expense		-			-			-			-			1,095

Total Operating Expenses		42,738			38,313			16,425			12,210			560,098

LOSS FROM OPERATIONS		(42,738	)		(38,313	)		(16,425	)		(12,210	)		(560,098	)

OTHER INCOME (EXPENSES

Interest expense		(3,004	)		(744	)		(1,360	)		(465	)		(37,163	)
Interest income		-			-			-			-			15,708
Loss on settlement of debt		-			-			-			-			(59,495	)
Loss on disposal of asset		-			-			-			-			(64,454	)
Loss on investment		-			-			-			-			(21,900	)

Total Other Income (Expenses)		(3,004	)		(744	)		(1,360	)		(465	)		(167,304	)

NET LOSS	$	(45,742	)	$	(39,057	)	$	(17,785	)	$	(12,675	)	$	(727,402	)

BASIC LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE SHARES
OUTSTANDING		25,990,868			25,990,868			25,990,868			25,990,868







The accompanying notes are an integral part of these financial statements

- 5 -

QUINTANA GOLD RESOURCES CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
From Inception on August 23, 1978 through June 30, 2010


				Deficit
				Accumulated
			Additional	During the
	Common Stock		Paid-in	Development
	Shares	Amount	Capital	Stage

Balance, August 23, 1978 through
December 31, 1993	30,000	$ 30	$ 7,470	$ (7,500)

Common stock issued for cash and a
note at $0.25 per share	614,000	614	148,386

Common stock issued for cash
at $0.375 per share	230,666	231	86,269

Common stock issued for cash
at $0.375 per share	40,000	40	14,960

Common stock issued for cash
at $0.375 per share	36,000	36	13,464

Common stock issued and held in
escrow in option to puhrchase company	300,000	300	(300)

Net loss for the year ended
December 31, 1994	-	-	-	(58,609)

Balance, December 31, 1994	1,250,666	1,251	270,249	(66,109)

Common stock issued for cash
at $ 0.25 per share	4,000	4	9,996

Net loss for the year ended
December 31, 1995	-	-	-	(77,715)

Balance, December 1995	1,254,666	1,255	280,245	(143,824)

Cancellation of shares held in escrow
in option to purchase company	(300,000)	(300)	300

Net loss for the year ended
December 31, 1996	-	-	-	(157,370)

Balance December 31, 1996	954,666	$ 955	$ 280,545	$ (301,194)


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

- 6 -

QUINTANA GOLD RESOURCES CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on August 23, 1978 through June 30, 2010

				Deficit
				Accumulated

			Additional	During the
	Common Stock		Paid-in	Development
	Shares	Amount	Capital	Stage

Balance, December 31, 1996	954,666	$ 955	$ 280,545	$ (301,194)

Net loss for the yhear ended
December 31, 1997	-	-	-	(14,040)

Balance, December 31, 1997	954,666	955	280,545	(315,234)

Common stock issued for cash and a
note at $0.50 per share	70,602	70	35,231

Contributed capital for expenses	-	-	1,000

Net loss for the year ended
December 31, 1998	-	-	-	(7,415)

Balance, December 31, 1998	1,025,268	1,025	316,776	(322,649)

Common stock issued for cash
at $0.7per share	38,646	38	27,383

Common stock issued for cash
at $0.7per share	30,000	30	21,256

Net loss for the year ended
December 31, 1999	-	-	-	(53,097)

Balance, December 31, 1999	1,093,914	1,093	365,415	(375,746)

Net loss for the year ended
December 31, 2000	-	-	-	(10,081)

Balance, December 2000	1,093,914	1,093	365,415	(385,827)

Interest expense contributed related
to related party payables	-	-	2,795

Net loss for the year ended
December 31, 2001	-	-	-	(14,879)

Balance December 31, 2001	1,093,914	$ 1,093	$ 368,210	$ (400,706)


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

- 7 -

QUINTANA GOLD RESOURCES CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on August 23, 1978 through June 30, 2010

							Deficit
							Accumulated
					Additional		During the
	Common Stock				Paid-in		Development
	Shares		Amount		Capital		Stage

Balance, December 31, 1996		954,666	$	955	$	280,545	$	(301,194	)

Net loss for the yhear ended
December 31, 1997		-		-		-		(14,040	)

Balance, December 31, 1997		954,666		955		280,545		(315,234	)

Common stock issued for cash and a
note at $0.50 per share		70,602		70		35,231

Contributed capital for expenses		-		-		1,000

Net loss for the year ended
December 31, 1998		-		-		-		(7,415	)

Balance, December 31, 1998		1,025,268		1,025		316,776		(322,649	)

Common stock issued for cash
at $0.7per share		38,646		38		27,383

Common stock issued for cash
at $0.7per share		30,000		30		21,256

Net loss for the year ended
December 31, 1999		-		-		-		(53,097	)

Balance, December 31, 1999		1,093,914		1,093		365,415		(375,746	)

Net loss for the year ended
December 31, 2000		-		-		-		(10,081	)

Balance, December 2000		1,093,914		1,093		365,415		(385,827	)

Interest expense contributed related
to related party payables		-		-		2,795

Net loss for the year ended
December 31, 2001		-		-		-		(14,879	)

Balance December 31, 2001		1,093,914	$	1,093	$	368,210	$	(400,706	)


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

- 8 -

QUINTANA GOLD RESOURCES CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on August 23, 1978 through June 30, 2010

								Deficit
								Accumulated
					Additional			During the
	Common Stock				Paid-in			Development
	Shares		Amount		Capital			Stage

Balance, December 31, 2001		1,093,914	$	1,093	$	368,210		$	(400,706	)

Interest expense contributed related
to related party payables		-		-		3,466			-

Net loss for the year ended
December 31, 2002		-		-		-			(15,466	)

Balance, December 31, 2002		1,093,914		1,093		371,676			(416,172	)

Interest expense contributed related
to related party payables		-		-		4,665			-

Net loss for the year ended
December 31, 2003		-		-		-			(16,954	)

Balance, December 31, 2003		1,093,914		1,093		376,341			(433,126	)

Interest expense contributed related
to related party payables		-		-		5,902			-

Net loss for the year ended
December 31, 2004		-		-		-			(18,644	)

Balance, December 31, 2004		1,093,914		1,093		382,243			(451,770	)

Difference due to rounding		38		2		(2	)		-

Interest expense contributed related
to related party payables		-		-		7,289			-

Net loss for the year ended
December 31, 2005		-		-		-			(22,289	)

Balance, December 31, 2005		1,093,952	$	1,095	$	389,530		$	(474,059	)





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

- 9 -


QUINTANA GOLD RESOURCES CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on August 23, 1978 through June 30, 2010

							Deficit
							Accumulated
					Additional		During the
	Common Stock				Paid-in		Development
	Shares		Amount		Capital		Stage

Balance, December 31, 2005		1,093,952	$	1,095	$	389,530	$	(474,059	)

Common stock issued for debt
Conversion at $0.005 per share		16,077,400		16,077		64,310		-

Common stock issued for debt
Conversion at $0.005 per share		2,920,156		2,920		11,681		-

Common stock issued for debt
Conversion at $0.005 per share		2,620,000		2,620		10,480		-

Interest expense contributed related
to related party payables		-		-		2,663		-

Net loss for the year ended
December 31, 2006		-		-		-		(45,730	)

Balance, December 31, 2006		22,711,508		22,712		478,663		(519,789	)

Interest expense contributed related
to related party payables		-		-		2,800		-

Net loss for the year ended
December 31, 2007		-		-		-		(50,730	)

Balance, December 31, 2007		22,711,508		22,712		481,463		(570,519	)

Interest expense contributed related
to related party payables		-		-		2,913		-

Common stock issued for debt
Conversion at $0.025 per share		3,279,360		3,279		78,705		-

Net loss for the period ended
December 31, 2008		-		-		-		(60,435	)

Balance, December 31, 2008		25,990,868	$	25,992	$	563,081	$	(630,954	)



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

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QUINTANA GOLD RESOURCES CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
From Inception on August 23, 1978 through September 30, 2010

							Deficit
							Accumulated
					Additional		During the
	Common Stock				Paid-in		Development
	Shares		Amount		Capital		Stage

Balance, December 31, 2008		25,990,868	$	25,992	$	563,081	$	( 630,954	)

Interest expense contributed related
to related party payables		-		-		1,374		-

Net loss for the period ended
December 31, 2009		-		-		-		(50,706	)

Balance, December 31, 2009		25,990,868		25,992		564,455		(681,660	)

Interest expense contributed related
to related party payables (Unaudited)		-		-		3,004		-

Net loss for the period ended
September 30, 2010 (Unaudited)		-		-		-		(45,742	)

Balance, September 30, 2010 (Unaudited)		25,990,868	$	25,992	$	567,459		(727,402	)


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

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QUINTANA GOLD RESOURCES CORP.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
							From
							Inception on
							August 23,
	For the 9 Months Ended						1978 Through
	September 30,						September 30,
	2010			2009			2010

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(45,742	)	$	(39,057	)	$	(727,402	)
Adjustments to reconcile net loss to
net cash used by operating activities
Contributed capital for expenses		3,004			745			37,870
Stock for services		-			-			36,286
Decline in value of assets		-			-			21,900
Depreciation		-			-			2,136
Loss on disposal of asset		-			-			64,454
Loss on settlement of debt		-			-			60,042
Change in operating assets and liabilities
(Increase) in prepaid expenses		-			-			(730	)
Decrease in loans receivable		-			-			63,872
Increase in accounts payable		8,090			11,579			78,944
Increase in accrued liabilities		-			-			1,700

Net Cash (Used) by Operating Activities		(34,648	)		(26,733	)		(360,928	)

CASH FLOWS FROM INVESTING ACTIVITIES

Advances on notes receivable		-			-			(123,914	)
Collection of notes receivable		-			-			73,000
Purchase of investments		-			-			(72,854	)
Sale of fixed assets		-			-			3,340

Net Cash (Used) by Investing Activities		-			-			(120,428	)

CASH FLOWS FROM FINANCING ACTIVITIES

Advances from related parties		34,233			25,000			269,194
Proceeds from loans payable		-			-			4,950
Net stock offering proceeds		-			-			207,421

Net Cash Provided by Financing Activities		34,233			25,000			481,565

DECREASE IN CASH		(415	)		(1,733	)		209

CASH AT BEGINNING OF PERIOD		624			2,706			-

CASH AT END OF PERIOD	$	209		$	973		$	209


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

- 12 -

QUINTANA GOLD RESOURCES CORP.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2010 and 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

QUINTANA GOLD RESOURCES CORP. (the “Company”) was organized August 23, 1978 under the laws of the State of Utah as Price Card & Gift, Inc. On May 19, 1988, the Company changed its name to Kellard Marble, Inc., and on March 13, 1989, changed its name to Who’s the Greatest, Inc. On May 15, 1994, the Company amended its articles of incorporation changing the name to SWISSAMERA ENTERPRISES, INC., and on July 09, 2001, the Company changed its name to ROYAL OIL & GAS CORP., and on June 27, 2008 the company’s Board of Directors, based on the authority given by unanimous consent by the Stockholders Meeting, passed a resolution to change the Company’s name to QUINTANA GOLD RESOURCES CORP., the Company had a forward split of its common stock in 1989,a reverse split in 1993 and a forward split in 2008. All accompanying stockholders’ equity information is presented as if the stock splits had occurred at inception. The Company has had no significant operations since inception and is considered a development stage company in accordance with FASB ASC 915.

The accompanying interim unaudited condensed financial statements have been prepared in accordance with accounting principals generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. For further information, refer to the financial statements for the year ended December 31, 2009 and the notes thereto included in the Company’s Annual Report.

b. Accounting Method

The financial statements are prepared using the accrual method of accounting. The Company has elected a calendar year end.

c. Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

- 13 -

QUINTANA GOLD RESOURCES CORP.

(A Development Stage Company)

Notes to Financial Statements

September 30, 2010 and 2009

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

d. Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

NOTE 2 –

RELATED PARTY TRANSACTIONS

The Company makes use of office space and management services controlled by a related party. These services are non-contractual and are on an as-used basis. The Company also, from time to time, has some of its expenses paid by related parties with the intent to repay. In 2010, the Company incurred $45,742 debt for such expenses. These types of transactions, from time to time, result in related party balances on the Company’s books as a necessary part of funding the Company’s operations. At September 30, 2010, the Company owed related parties $59,233 for expenses which were paid on behalf of the Company.

NOTE 3 – GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established revenues sufficient to cover its operating costs. This raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to seek a merger with an existing, operating company. In the interim, it has committed to meeting the Company's minimal operating expenses.

NOTE 4 – CONTRIBUTED CAPITAL FOR EXPENSES

During the nine months ended September 30, 2010, interest on payables to a related party was accrued. As there is no expectation for this interest to ever have to be paid, the amount is being recorded as contributed capital for expenses and recorded as Additional Paid-in Capital. During the nine months ended September 30, 2010, the company recorded $3,004 of interest as contributed capital.

NOTE 5 – ACQUISITION OF OIL LEASES

On July 20, 2010, Management with the execution of a Contract Sale Lease Purchase Agreement has acquired a 100% interest in two producing Oil Leases located in the State of Kansas. Upon full due diligence of the agreement and leases the company learned that full disclosure was not presented to Quintana and certain facts came to light that forced Quintana to cancel the agreement. A mutual release was signed by both parties to the agreement.

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events per the requirements of Topic 855 and notes that there are no significant subsequent events to be reported.

- 14 -

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.

As used in this quarterly report the terms "we", "us", "our", “QGRC” and “our company” refer to QUINTANA GOLD RESOURCES CORP., unless otherwise indicated. All dollar amounts in this report are in U.S. dollars unless otherwise stated.

We are considered a development stage company with nominal assets and/or capital and with no material operations or income. Ongoing expenses, including the costs associated with the preparation and filing of reports with the SEC, have been paid for by advances from stockholders, which are evidenced on our financial statements as accounts payable-related parties. It is anticipated that we will require only nominal capital to maintain our corporate viability. Additional necessary funds will most likely be provided by officers and directors, although there is no agreement related to future funds and there is no assurance such funds will be available. However, unless we are able to facilitate an acquisition of or merger with an operating business or obtain significant outside financing, there is substantial doubt about our ability to continue as a going concern.

Results of Operations

We have not realized revenues since inception and recorded a net loss for the three-month period (“third quarter”) ended September 30, 2010 of $17,785, compared to a net loss of $12,675 for the third quarter of 2009 period. We incurred a net loss of $45,742 for the nine months ended September 30, 2010 compared to a loss of $39,057 for the nine months ended September 30, 2009. The net losses are attributable to ongoing general and administrative expenses related to professional fees and other costs of maintaining our corporate viability.

Liquidity and Capital Resources

Expenses incurred during 2009 and the first nine months of 2010, were paid by a stockholder. Because the company has no cash reserves or sources or revenues, we will most likely continue to rely on stockholders to pay expenses until such time we complete a merger with an existing, operating company. There is no assurance that we will complete such a merger or that the stockholder will continue indefinitely to pay expenses. At September 30, 2010, we had a total stockholders’ deficit of $133,952 compared to a stockholders’ deficit of $91,214 at December 31, 2009. Current liabilities at September 30, 2010 consisted of $75,658 in account payable and $59,233 in accounts payable-related parties.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements.

Net Operating Loss

We have accumulated approximately $ 727,400 of net operating loss carryforwards as of September 30, 2010. Some of this loss carried forward may be offset against future taxable income from the year 2010 through 2029. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carryforwards that can be used. No tax benefit has been reported in the financial statements for the year ended December 31, 2009 or the nine months ended September 30, 2010 because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because we presently have no operations.

- 15 -

Plan of Operations

General Business Plan

Our primary purpose is to seek, investigate and, if such investigation warrants, acquire an interest in a business entity which desires to seek the perceived advantages of a corporation having a class of securities registered under the Securities Exchange Act of 1934. We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. Management anticipates that it will be able to participate in only one potential business venture because the company has no assets and limited financial resources. This lack of diversification should be considered a substantial risk to the shareholders because it will not permit us to offset potential losses from one venture against gains from another. We may seek a business opportunity with an entity that has recently commenced operations, or that wishes to use the public marketplace in order to raise additional capital, to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish one or more wholly-owned subsidiaries in various businesses, or acquire existing businesses as subsidiaries.

We anticipate that the selection of a business opportunity may be complex and extremely risky. Management believes, but has not conducted any research to confirm, that there are business entities seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms of incentive stock options or similar benefits to key employees, providing liquidity for shareholders and other factors. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of locating attractive opportunities difficult and complex.

The company has, and will continue to have, no capital with which to provide the owners of business entities with any cash or other assets. However, management believes we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a public company without incurring the cost and time required to conduct an initial public offering. Management has not conducted market research and is not aware of statistical data to support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.

The analysis of new business opportunities will be undertaken by, or under the supervision of, our officers and directors who are not professional business analysts. In analyzing prospective business opportunities, management will consider such matters as the following:

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available technical, financial and managerial resources;

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working capital and other financial requirements;

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history of operations, if any;

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prospects for the future;

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nature of present and expected competition;

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the quality and experience of management services which may be available and the depth of that management;

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potential for further research, development, or exploration;

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specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the company;

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potential for growth or expansion;

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potential for profit; the perceived public recognition or acceptance of products, services or trades;

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name identification; and

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other relevant factors.

This discussion of the proposed criteria is not meant to be restrictive of the company’s virtually unlimited discretion to research for and enter into potential business opportunities.

The Exchange Act requires that any merger or acquisition candidate comply with certain reporting requirements, which include providing audited financial statements to be included in the reporting filings made under the Exchange Act. We will not acquire or merge with any company for which audited financial statements cannot be obtained at or within a reasonable period of time after closing of the proposed transaction.

We may enter into a business combination with a business entity that desires to establish a public trading market for its shares. A target company may attempt to avoid what it deems to be adverse consequences of undertaking its own public offering by seeking a business combination with us. Such consequences may include, but are not limited to, time delays of the registration process, significant expenses to be incurred in such an offering, loss of voting control to public shareholders or the inability to obtain an underwriter or to obtain an underwriter on satisfactory terms.

We will not restrict our search for any specific kind of business entity, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its business life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, perceived advantages which our company may offer.

Our management, which in all likelihood will not be experienced in matters relating to the business of a target company, will rely upon its own efforts in accomplishing the our business purposes. Outside consultants or advisors may be used to assist in the search for qualified target companies. If we do retain such an outside consultant or advisor, any cash fee earned by such person will need to be assumed by the target company, as we have only limited cash assets with which to pay such obligation.

Following any business combination, we may benefit from the services of others in regard to accounting, legal services, underwritings and corporate public relations. If requested by a target company, management may recommend one or more underwriters, financial advisors, accountants, public relations firms or other consultants to provide such services.

A potential target company may have an agreement with a consultant or advisor requiring that the services of the consultant or advisor be continued after any business combination. Additionally, a target company may be presented to us only on the condition that the services of a consultant or advisor be continued after a merger or acquisition. Such pre-existing agreements of target companies for the continuation of the services of attorneys, accountants, advisors or consultants could be a factor in the selection of a target company.

Acquisition of Opportunities

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management and shareholders will no longer be in control of our company. In addition, it is likely that our officers and directors will, as part of the terms of the transaction, resign and be replaced by one or more new officers and directors.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon an available exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have entered into an agreement for a business combination or have consummated a business combination and the company is no longer a shell company. Until such time as this occurs, we will not register any additional securities. The issuance of additional securities and their potential sale into any trading market which may develop in our securities, may depress the market value of the securities in the future if, such a market develops, of which there is no assurance.

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While the terms of a business transaction to which we may be a party cannot be predicted, it is expected that the parties to the business transaction will desire to avoid the creation of a taxable event and, accordingly, structure the acquisition in a “tax-free” reorganization under Sections 351 or 368 of the Internal Revenue Code of 1986, as amended (the “Code”).

With respect to any merger or acquisition negotiations with a target company, management expects to focus on the percentage of our company that target company shareholders would acquire in exchange for their shareholdings in the target company. Depending upon, among other things, the target company’s assets and liabilities, our shareholders will in all likelihood hold a substantially lesser percentage ownership interest in our company following any merger or acquisition. The percentage of ownership may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition that we effect can be expected to have a significant dilutive effect on the percentage of shares held by our shareholders at such time.

We will participate in a business opportunity only after the negotiation and execution of appropriate agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto that may:

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specify certain events of default;

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detail the terms of closing and the conditions that must be satisfied by the parties prior to and after such closing;

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outline the manner of bearing costs, including costs associated with attorneys and accountants; and

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include miscellaneous other terms.

We will not acquire or merge with any entity that cannot provide audited financial statements at or within a reasonable period of time after closing of the proposed transaction. We are subject to all of the reporting requirements of the Exchange Act including the duty of to file Form 8-K containing audited financial statements of the acquired entity within four days following consummation of a merger or acquisition. If such audited financial statements are not available at closing or if the audited financial statements provided do not conform to the representations made by the target company, the closing documents may provide that the proposed transaction will be voidable at our discretion.

Competition

We are an insignificant participant among the firms that engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than our company. In view of our extremely limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

Forward-Looking and Cautionary Statements

This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters.

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When used in this report, the words "may," "will," expect," anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. We caution readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:

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the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;

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uncertainties following any successful acquisition or merger related to the future rate of growth of the acquired business and acceptance of its products and/or services;

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volatility of the stock market, particularly within the technology sector; and

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general economic conditions.

Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

This item is not required for a smaller reporting company.

Item 4(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of September 30, 2010, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the third quarter of fiscal 2008. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the third quarter of fiscal 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 1A.

Risk Factors

This item is not required for a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

This Item is not applicable.

Item 3. Defaults Upon Senior Securities

This Item is not applicable.

Item 4. (Removed and Reserved)

Item 5. Other Information

This Item is not applicable.

Item 6. Exhibits

Exhibit 31.1

Certification of C.E.O. and Acting Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1

Certification of C.E.O. and Acting Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	QUINTANA GOLD RESOURCES CORP.


Date: November 22, 2010	By: /S/ DELBERT G. BLEWETT
	Delbert G. Blewett
	President, CEO and Director
	(Acting Principal Accounting Officer)

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Attached files

CLEAN TRANSPORTATION GROUP, INC. Reports

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