Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2012
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 000-50664
DRAVCO MINING INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
Unit 404-#101- 1865 Dilworth Drive
Kelowna, British Columbia
Canada V1Y 9T1
(Address of principal executive offices, including zip code.)
1-888-437-5268
(telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [X] 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. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 18,000,000 as of May 9, 2012.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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Balance Sheets (Unaudited)
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F-1
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Statements of Expenses (Unaudited)
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F-2
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Statements of Cash Flows (Unaudited)
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F-3
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Notes to Unaudited Financial Statements
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F-4
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2 | Page
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DRAVCO MINING INC.
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(A Development Stage Company)
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BALANCE SHEETS
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(Unaudited)
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March 31,
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December 31,
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2012
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2011
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ASSETS
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Current Assets:
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Cash
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$
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6,985
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$
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828
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Prepaid
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-
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5,000
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Total Assets
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$
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6,985
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$
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5,828
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LIABILITIES AND STOCKHOLDER’S DEFICIT
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Current Liabilities:
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Accounts & interest payable
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$
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19,658
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$
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13,731
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Due to a stockholder
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36,627
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35,627
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Convertible notes payable
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47,500
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15,000
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Total Liabilities
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$
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103,785
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$
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64,358
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STOCKHOLDERS’ DEFICIT
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Common Stock
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Authorized: 100,000,000 shares with a $0.00001 par value
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Issued and outstanding: 18,000,000 shares
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$
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180
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$
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180
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Additional Paid-in Capital
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204,970
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204,670
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Deficit Accumulated During the Development Stage
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(301,950)
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(263,380)
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Total Stockholders’ Deficit
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(96,800)
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(58,530)
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Total Liabilities and Stockholders’ Deficit
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$
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6,985
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$
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5,828
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See accompanying Notes to the Unaudited Financial Statements
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F-1
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3 | Page
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DRAVCO MINING INC.
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(A Development Stage Company)
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STATEMENTS OF EXPENSES
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(Unaudited)
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Three Months Ended
March 31,
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For the Period From
September 20, 2000
(date of inception)
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2012
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2011
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to March 31, 2012
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EXPENSES
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Consulting fees
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-
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-
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2,500
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Interest expense
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1,263
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-
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1,263
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Mineral property costs
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-
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-
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8,370
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Office and administrative
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6,274
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1,226
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61,916
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Professional fees
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27,234
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5,500
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175,312
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Transfer agent and filing fees
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3,799
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3,873
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46,235
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Travel
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-
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-
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6,354
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Total Expenses
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38,570
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10,599
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301,950
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NET LOSS
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$
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(38,570)
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$
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(10,599)
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$
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(301,950)
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NET LOSS PER COMMON SHARE:
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Basic and Diluted
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$
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(0.00)
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$
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(0.00)
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WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
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18,000,000
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18,000,000
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See accompanying Notes to the Unaudited Financial Statements
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F-2
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4 | Page
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DRAVCO MINING INC.
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(A Development Stage Company)
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STATEMENTS OF CASH FLOWS
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(Unaudited)
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Three Months Ended
March 31,
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For the Period From
September 20, 2000
(date of inception)
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2012
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2011
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to March 31, 2012
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OPERATING ACTIVITIES
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Net loss
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$
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(38,570)
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$
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(10,599)
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$
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(301,950)
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Adjustments to reconcile net loss to net cash used in
operating activities:
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- Donated rent
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300
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300
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5,100
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Change in operating assets and liabilities:
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- Prepaid expenses
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5,000
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-
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-
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- (Decrease) Increase in accounts & interest payable
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5,927
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3,963
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19,658
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Net Cash (used in) Operating Activities
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(27,343)
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(6,336)
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(277,192)
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FINANCING ACTIVITIES
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Due to stockholder
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1,000
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(11,765)
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36,627
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Proceeds from sale of stock
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-
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-
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200,050
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Proceeds from issuance of convertible notes payable
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32,500
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-
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47,500
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Net Cash Provided By Financing Activities
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33,500
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(11,765)
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284,177
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CHANGE IN CASH
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6,157
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(18,101)
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6,985
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CASH - Beginning of Period
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828
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18,806
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-
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CASH - End of Period
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$
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6,985
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$
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705
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$
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6,985
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Supplemental Disclosures
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Interest paid
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$
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-
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$
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-
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$
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-
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Income taxes paid
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$
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-
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$
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-
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$
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-
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See accompanying Notes to the Unaudited Financial Statements
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F-3
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5 | Page
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DRAVCO MINING INC.
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(A Development Stage Company)
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Notes to the Unaudited Financial Statements
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March 31, 2012
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1.
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Basis of Financial Statement Presentation
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The accompanying unaudited interim financial statements of Dravco Mining Inc. (“Dravco” or the “Company”) have been prepared in accordance with the accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Dravco’s latest 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 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 disclosures contained in the audited financial statements for the most recent year, 2011, as reported in Form 10-K, have been omitted. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.
2. Going Concern
As at March 31, 2012, the Company has never generated any revenues, and has accumulated losses since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the ability of the Company to meet financial requirements, raise additional capital; which will likely involve the issuance of debt and/or equity securities, and to identify any new business opportunities.
3. Related Party Transactions
The President of the Company is owed $36,627 as of March 31, 2012 for expenses paid on behalf of the Company. The amount due is unsecured, non-interest bearing and due on demand.
During the three months ended March 31, 2012, the President has provided office space valued at $300 which was recorded as donated capital.
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4.
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Notes Payable
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During the period ended March 31, 2012, the Company borrowed $32,500 from a non-related party under two convertible debentures. The debentures bear an interest rate of 10% per annum and are due on January 31, 2013 and March 1, 2013 respectively. Until the due dates, the holder may elect to convert the debentures in whole or in part into common shares of the Company at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a 20% discount. The Company evaluated the convertible notes for derivatives noting that as the conversion price cannot be determined until $1 million in financing has been raised; the derivative liability cannot be determined as of March 31, 2012.
F-4
6 | Page
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock.
As used in this quarterly report the terms “we”, “us”, “our”, and the “Company” means Dravco Mining Inc., unless otherwise indicated.
General
We were incorporated in the State of Nevada on September 20, 2000 as Dundee Mining Inc. On October 2, 2002 the Company changed its name to Dravco Mining Inc. We maintain our statutory registered agent’s office at 101 Convention Center Dr., Suite 700, Las Vegas, NV 89109 and our corporate office is located at Unit 404-#101- 1865 Dilworth Drive, Kelowna, British Columbia, Canada V1Y 9T1. To date, our only activities have been directed at raising our initial capital and developing our business plan.
Our original plan of operation was to prospect for gold in the Nickel Plate Mountain area of Hedley, Osoyoos Mining Division, British Columbia, Canada. Due to our failure to commence our exploration work on a timely basis our original geologist was unavailable to do work for us. Our continued search for a new geologist was not successful. We continued to hold the property until September 2008, but at the time of renewal decided that it was in our best interest to forfeit the mineral claims due to the costs associated with maintaining title to the claims. As a result, we have been exploring alternative business opportunities.
We are defined as a “shell company” whose sole purpose at this time is to locate and consummate a merger and/or acquisition of an operating entity. We have no employees and own no property. We have no monthly rent but expense a monthly fee of $300 towards donated rent. Rodney Lozinski, our president, chief financial officer and sole director, provides us his office in which we conduct business on our behalf. Mr. Lozinski does not receive any remuneration for the use of this facility or time spent on behalf of us. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, until our business plan is more fully implemented. We do not intend to perform any further operations until a merger or acquisition candidate is located and a merger or acquisition consummated. We have no assets other than $6,985 in cash and no operations.
Limited Operating History; Need for Additional Capital
There is limited historical financial information about Dravco Mining Inc. upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from operations.
7 | Page
Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of new business opportunities. We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change. We have limited capital resources and there is no assurance that future financing will be available to our Company on acceptable terms. If additional capital is required we will raise funds by issuing debt and/or equity securities although we have no current arrangements or agreements to such financings at this time. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Liquidity and Capital Resources
At March 31, 2012, we had total assets of $6,985, comprised solely of cash. Our liabilities were $103,785, resulting in a working capital deficit of $96,800, compared to $5,828 in total assets and total liabilities of $64,358 for the year ended December 31, 2011. Total liabilities for the period ended March 31, 2012 were comprised of accounts payable items totaling $18,395, interest payable of $1,263 on convertible debentures still outstanding in the Company, $36,627 for the loan payable to our President; Rodney Lozinski and convertible notes payable totaling $47,500. Total liabilities for the year ended December 31, 2011 were comprised of accounts payable items of $13,731, the loan payable of $35,627 to our President and $15,000 in convertible notes payable.
Net cash provided by financing activities was $33,500 and $4,735 for the periods ended March 31, 2012, and December 31, 2011 respectively.
On August 18, 2011, we entered into agreements with three non-related parties whereby the non-related parties each advanced to us $5,000 for a convertible debenture, for an aggregate principal amount of $15,000. The debentures bear an interest rate of 10% per annum which shall be calculated on the unpaid balance on the maturity date of August 18, 2012. At the holder’s discretion, the holder may elect to convert the debenture in whole or in part into common shares of the Company at a conversion rate equal to the price of any aggregate financing exceeding one million US dollars less a discount of 20% per share.
During the period ended March 31, 2012, the Company borrowed an additional $7,500 and a further $25,000 from a non-related party under two convertible debentures with terms similar to the debentures issued in August 2011. The debentures bear an interest rate of 10% per annum and are due on January 31, 2013 and March 1, 2013 respectively. Until the due dates, the holder may elect to convert the debentures in whole or in part into common shares of the Company at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a discount of 20% per share.
The convertible notes were offered in reliance on Section 506 of Regulation D and/or regulation S of the Securities Act, and comparable exemptions for sales to “accredited” investors under state securities laws.
We incurred a loss of $38,570 for the three months ended March 31, 2012 and we have incurred an aggregate deficit since inception of $301,950. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our President and stockholders, the continued issuance of equity to new stockholders and our ability to achieve and maintain profitable operations.
Since inception, we have used our common stock to raise money for the mineral property acquisition, for corporate expenses and to repay outstanding indebtedness. Net cash provided by the sale of shares from inception on September 20, 2000 to March 31, 2012 was $200,050. To date, our President has advanced a total of $36,627 to us for working capital. This advance will need to be repaid once funds are available. There can be no assurance that he will continue to advance funds as required or that methods of financing will be available or accessible on reasonable terms.
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We do not believe we have enough money to meet our cash requirements for the next twelve months, as we have yet to commence operations and have not generated any revenues and there can be no assurance that we can generate significant revenues from operations. During the next twelve months we expect to incur indebtedness for administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing.
We presently operate with minimum overhead costs and need to raise additional capital to fund any future plan of operation. The Company’s management is exploring a variety of options to meet the Company’s cash requirements and future capital requirements, including the possibility of equity offerings, debt financing and business combinations. There can be no assurance that the Company will be able to raise additional capital, and if the Company is unable to raise additional capital, it will unlikely be able to continue as a going concern.
Plan of Operations
We are a development stage corporation and have not yet realized any revenues from our business operations. A development stage corporation is one engaged in the search of business opportunities, successful negotiation and closing of business acquisition and furthering its business plan.
Our original plan of operation was to prospect for gold. Due to our failure to commence our exploration work on a timely basis our original geologist was no longer available to do work for us. Our search for a new geologist was not successful and as a result, we decided to explore alternative business opportunities.
On March 5, 2012, we retained Global Arena Capital Corp. as financial advisor to the Company. Global Arena Capital Corp. is an SEC, FINRA registered broker-dealer.
On March 7, 2012, we entered into a non-binding Letter of Intent (“LOI”) with Paradox Basin Resources Corp. (“Paradox”) which was subsequently amended on April 13, 2012, whereby we will merge with a wholly owned subsidiary of Dravco to be incorporated prior to closing. In conjunction with the merger, a wholly owned subsidiary corporation of Dravco will acquire all of the issued and outstanding shares of Paradox under the following terms and conditions:
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The Company will issue 36,580,000 restricted shares of common stock to the stockholders of Paradox pro-rata to their current shareholdings.
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2.
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In addition, the Company will issue an aggregate of 4,236,400 warrants to replace existing Paradox warrants in accordance with pre-existing terms and conditions.
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3.
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The Company will have completed a financing of at least $6,000,000.
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4.
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On or before Closing, the Company’s current President, CEO and Director will resign and will tender his current holdings of 10,000,000 shares of common stock for cancellation and a new Board of Directors as nominated by Paradox will be appointed.
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5.
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On or before Closing, Carl Di Placido will be appointed President and Chief Executive Officer, Ray Mongeau will be appointed Chief Operating Officer and Chris Carmichael will be appointed Chief Financial Officer and Corporate Secretary.
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Paradox is a private company formed in the State of Delaware. Paradox’s Monument Potash Property (MPP) holds approximately 82,821 acres of prospecting potash permit applications (PPPA) of Federal Lands, approximately 8,552 acres of Utah School Trust Land potash leases and approximately 3,896.49 acres of private lands potash leases for a total of 95,269 contiguous acres.
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There are no assurances that all the above conditions or applicable corporate and securities laws can be satisfied or that all subjects will be removed such that the transaction as contemplated can be completed and closed. We are diligently working towards the completion of all subject clauses contained in the LOI.
Results of Operations
For the three months ended March 31, 2012 compared to March 31, 2011
We did not generate any revenues during the three month periods ended March 31, 2012 and 2011. We had a net loss of $38,570 for the period ended March 31, 2012 compared to a net loss of $10,599 for the same period ended March 31, 2011. The change is explained below.
Operating Expenses: Operating expenses were $38,570 and $10,599 for the three months ended March 31, 2012 and 2011, respectively. During the period ended March 31, 2012, total operating expenses increased by $27,971. By categories, professional fees increased by $21,734 due to a payment made to general counsel for services in connection with the proposed merger/acquisition of Paradox Basin Resources Corp. As well, $6,433 was paid as legal fees in connection with due diligence on a potential merger candidate that was subsequently abandoned. Office and administrative expenses increased by $5,048 during the period as a result of costs incurred for due diligence and preparation of documentation for the proposed merger with Paradox. We also incurred interest expenses of $1,263 during the period ended March 31, 2012 on convertible debentures still outstanding in the Company.
During the period ended March 31, 2012, much of the Company’s resources were directed at securing financing to maintain the Company in good standing and identifying new business opportunities.
As of the date of this report, we have not generated any revenues. As a result, we have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future as we attempt to expand our infrastructure and development activities. Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses.
We have limited resources and there is no assurance that future financing will be available to our Company on acceptable terms. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.
Going Concern Uncertainties
As of the date of this quarterly report, there is doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations and loan commitments. The financial statements included in this quarterly report have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its obligations in the normal course of business. If the Company were not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.
Our future success and viability, therefore, are dependent upon our ability to generate capital financing. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and our shareholders.
Because we have a working capital deficit, have not generated any revenues, and have incurred losses from operations since inception, in their report on our audited financial statements for the year ended December 31, 2011, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.
10 | Page
Off Balance Sheet Arrangements
At March 31, 2012 we have no off balance sheet arrangements.
Critical Accounting Policies
There have been no material changes in our existing accounting policies and estimates from the disclosures included in our 2011 Form 10-K, except for the newly adopted accounting policies as disclosed in the interim financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are not effective since the following material weaknesses exist:
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(i)
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The Company’s management is relying on external consultants for purposes of preparing its financial reporting package; the company’s sole officer may not be able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure document.
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(ii)
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As the Company is governed by one officer who is also the only director, there is an inherent lack of segregation of duties and lack of independent governing board. Currently the Board of Directors acts in the capacity of the Audit Committee.
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(iii)
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The Company does not have standard procedures in place to ensure that the financial statements agree to the underlying source documents and accounting records, that all of its transactions are completely reflected in the financial statements.
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(iv)
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There are no controls in place to ensure that expenses are recorded when incurred, as opposed to when invoices are presented by suppliers, increasing the risk of incomplete expenses and accrued liabilities.
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Once the Company is engaged in a business of merit and has sufficient personnel available, our Board of Directors will nominate an audit committee and audit committee financial expert and we will appoint additional personnel to assist with the preparation of our financial statements; which will allow for proper segregation of duties as well as additional manpower for proper documentation.
Changes in Internal Controls
There were no changes in our internal control over financial reporting during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following documents are included herein:
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Exhibit No.
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Document Description
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
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32.1
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).
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12 | Page
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 9th day of May 2012.
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DRAVCO MINING INC.
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(Registrant)
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BY:
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/s/ RODNEY LOZINSKI
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Rodney Lozinski
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President, Principal Executive and Principal Financial Officer, Treasurer/Secretary, Principal Accounting Officer, and sole member of the Board of Directors
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13 | Page
EXHIBIT INDEX
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Exhibit No.
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Document Description
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
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32.1
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Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).
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14 | Page