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EXCEL - IDEA: XBRL DOCUMENT - SPIRE TECHNOLOGIES INC.Financial_Report.xls
EX-3.5 - AMENDMENTS TO THE ARTICLES OF INCORPORATION OF DRAVCO MINING INC. - SPIRE TECHNOLOGIES INC.exh3-5.htm
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER. - SPIRE TECHNOLOGIES INC.exh32-1.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER. - SPIRE TECHNOLOGIES INC.exh31-1.htm





UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 SEPTEMBER 30, 2013
 
 
OR
 
 
[   ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-50664

SPIRE TECHNOLOGIES INC.
(Formerly 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 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 [X]

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.

 
Large Accelerated Filer
[   ]
 
Accelerated Filer
[   ]
 
Non-accelerated Filer
[   ]
 
Smaller Reporting Company
[X]
 
(Do not check if 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 [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
54,000,000 as of October 28, 2013.






 
 

 

PART I – FINANCIAL INFORMATION





ITEM 1.       FINANCIAL STATEMENTS.

 
Balance Sheets (Unaudited)
F-1
 
Statements of Expenses (Unaudited)
F-2
 
Statements of Cash Flows (Unaudited)
F-3
 
Notes to Unaudited Financial Statements
F-4



























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SPIRE TECHNOLOGIES INC.
 
(Formerly Dravco Mining Inc.)
 
(A Development Stage Company)
 
BALANCE SHEETS
 
(Unaudited)
 
 
         
 
         
 
September 30,
   
December 31,
 
 
2013
   
2012
 
           
ASSETS
         
           
Current Assets:
         
     Cash
$ 45,912     $ 2,556  
     Prepaid
  -       650  
               
Total Assets
$ 45,912     $ 3,206  
               
LIABILITIES AND STOCKHOLDERS’ DEFICIT
             
               
Current Liabilities:
             
    Accounts & interest payable
$ 48,688     $ 41,775  
    Due to a stockholder
  36,627       36,627  
    Convertible notes payable
  -       32,500  
    Promissory notes payable
  72,500       68,500  
               
Total Liabilities
$ 157,815     $ 179,402  
               
STOCKHOLDERS’ DEFICIT
             
               
Common Stock
             
               
    Authorized: 300,000,000 shares with a $0.00001 par value
             
    Issued and outstanding: 54,000,000 shares outstanding as of September 30, 2013 and December 31, 2012
$ 540     $ 540  
               
Additional Paid-in Capital
  206,410       205,510  
               
Deficit Accumulated During the Development Stage
  (318,853 )     (382,246 )
               
Total Stockholders’ Deficit
  (111,903 )     (176,196 )
               
Total Liabilities and Stockholders’ Deficit
  45,912       3,206  


See accompanying unaudited Notes to the Financial Statements

F-1



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SPIRE TECHNOLOGIES INC.
 
(Formerly Dravco Mining Inc.)
 
(A Development Stage Company)
 
STATEMENTS OF EXPENSES
 
(Unaudited)
 
 
 
 
 
 
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
   
For the Period
From September
20, 2000 (date
of inception)
to September 30,
 
 
2013
   
2012
   
2013
   
2012
   
2013
 
                             
OPERATING EXPENSES
                           
                             
    Consulting fees
  -       -       -       -       2,500  
    Interest expense
  800       6,193       2,400       10,347       13,337  
    Mineral property costs
  -       -       -       -       8,370  
    Office and administrative
  2,053       5,551       5,422       19,317       83,267  
    Professional fees
  1,500       54,220       8,800       69,153       227,531  
    Transfer agent and filing fees
  8,170       5,609       15,807       10,562       71,085  
    Travel
  2,040       2,230       2,040       2,230       10,625  
Total Operating Expenses
  14,563       73,803       34,469       111,609       416,715  
                                       
OTHER INCOME
                                     
     Other income
  -       -       97,862       -       97,862  
                                       
                                       
NET INCOME (LOSS)
$ (14,563 )   $ (73,803 )   $ 63,393     $ (111,609 )   $ (318,853 )
                                       
NET LOSS PER COMMON SHARE:
                                     
                                       
    Basic and Diluted
$ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                       
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING
  54,000,000       54,000,000       54,000,000       54,000,000          


See accompanying unaudited Notes to the Financial Statements

F-2
 
 
 



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SPIRE TECHNOLOGIES INC.
 
(Formerly Dravco Mining Inc.)
 
(A Development Stage Company)
 
STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
 
Nine Months Ended
September 30,
   
For the Period From
September 20, 2000
(date of inception)
 
 
2013
   
2012
   
to September 30, 2013
 
                 
OPERATING ACTIVITIES
               
Net income (loss)
$ 63,393     $ (111,609 )   $ (318,853 )
                       
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
                     
    - Donated rent
  900       900       6,900  
                       
Change in operating assets and liabilities:
                     
    - Prepaid expenses
  650       3,863       -  
    -(Decrease) Increase in accounts & interest payable
  6,913       25,494       48,688  
                       
Net Cash (used in) Operating Activities
  71,856       (81,352 )     (263,265 )
                       
FINANCING ACTIVITIES
                     
    Due to stockholder
  -       1,000       36,627  
    Deferred financing costs
  -       -       -  
    Proceeds from sale of stock
  -       -       200,050  
    Proceeds from issuance of convertible notes payable
  -       32,500       47,500  
    Proceeds from issuance of promissory note payable
  -       53,500       53,500  
    Principal payments on long term debt
  (28,500 )     -       (28,500 )
                       
Net Cash Provided By  Financing Activities
  (28,500 )     87,000       309,177  
                       
CHANGE IN CASH
  43,356       5,648       45,912  
                       
CASH - Beginning of Period
  2,556       828       -  
                       
CASH - End of Period
$ 45,912     $ 6,476     $ 45,912  
                       
Non-Cash Transactions
                     
    Reclass for convertible debentures
$ 32,500     $ 15,000     $ 47,500  
                       
Supplemental Disclosures
                     
    Interest paid
$ -     $ -     $ -  
    Income taxes paid
$ -     $ -     $ -  


See accompanying unaudited Notes to the Financial Statements

F-3



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SPIRE TECHNOLOGIES INC.
(Formerly Dravco Mining Inc.)
(A Development Stage Company)
Notes to the Unaudited Financial Statements
September 30, 2013



1.    Basis of Financial Statement Presentation

The accompanying unaudited interim financial statements of Spire Technologies Inc. (formerly Dravco Mining Inc.)  (“Spire” 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, 2012, as reported in Form 10-K, have been omitted. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

2.    Going Concern

As at September 30, 2013, 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 September 30, 2013 for expenses paid on behalf of the Company.  The amount due is unsecured, non-interest bearing and due on demand.

During the nine months ended September 30, 2013, the President has provided office space valued at $900 which was recorded as donated capital.

4.    Convertible and Other Notes Payable

During 2012, the Company borrowed $32,500 under two convertible debentures. The debentures bear interest of 10% per annum. The notes were convertible at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a 20% discount. The debentures matured on January 31, 2013 and March 1, 2013. As of September 30, 2013, the notes are no longer convertible as the notes are only convertible through maturity date.

On May 15, 2012, the Company borrowed $28,500 from a non-related party under a promissory note.  The promissory note accrued interest at a rate of 6% per annum and was due in full on June 15, 2012.  On March 15, 2013, the principal and accrued interest on the note were repaid in full.


F-4



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SPIRE TECHNOLOGIES INC.
(Formerly Dravco Mining Inc.)
 (A Development Stage Company)
Notes to the Unaudited Financial Statements
September 30, 2013



4.    Convertible and Other Notes Payable (continued)

On August 31, 2012, the Company borrowed an aggregate of $25,000 from two non-related parties under promissory notes.  The notes bear an interest amount equal to $2,500 and were due on September 15, 2012.  As of the date of this report the promissory notes have not been repaid and are in default.

5.    Other Income

Other income of $97,862 recorded during the nine months ended September 30, 2013 was a breakup fee paid to the Company to offset due diligence costs incurred in connection with a proposed merger that did not conclude.

6.    Stockholders' Equity

On September 23, 2013, the Company increased its authorized common stock from 100,000,000 shares of common stock to 300,000,000 shares of common stock; par value $0.00001 per share which correspondingly effected a forward stock split on a three for one (3:1) basis, whereby each shareholder would hold three shares for every one share previously held.  
 
The Company’s share transactions disclosed in the financial statements have been restated retroactively to reflect the forward stock split for all periods presented.
 





















F-5



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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 Spire Technologies Inc. (formerly Dravco Mining Inc.), unless otherwise indicated.

Overview

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.

On August 28th, 2013, we entered into a Letter of Intent to acquire 100% of of the outstanding equity securities of Health Metrix Inc. such that at the conclusion of the transaction, Health Metrix Inc. will become a wholly owned subsidiary of Spire Technologies Inc. pursuant to an Agreement and Plan of Merger and Reorganization.  Health Metrix Inc.; a private corporation formed in the State of Delaware, is launching a revolutionary patient survey and communication platform enabling hospitals to gather crucial patient satisfaction, patient outcomes and drive discharge adherence.  The platform will also be used by hospitals for patient scheduling adherence as well as internal employee surveys and rewards.  The Health Metrix platform directly rewards any participant of a survey or takes request with cash and shopping incentives from Walmart.   The platform is tested, scalable and ready for market.   Health Metrix Inc. has also partnered with Walmart as an exclusive retail and marketing partner.

Completion of the transaction under the LOI is dependent on, among other things, a private placement of not less than 3,500,000 shares at a price not less than $0.50 per share, 100% of the shareholders of Health Metrix Inc. approving and participating in the transaction contemplated in the LOI and receipt of any necessary regulatory approvals and compliance with statutory filing requirements with respect to the transaction.



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As a condition of the proposed transaction with Health Metrix Inc.; on September 16, 2013 , our Board of Directors approved a forward stock split of our common stock at the rate of three shares of common stock for each one share of common stock of the Company’s authorized and issued and outstanding shares (the “Stock Split”). The Board of Directors resolved that a Certificate of Change be filed with the Nevada Secretary of State reflecting an increase in the number of authorized shares of common stock from 100,000,000 to 300,000,000 resulting from the stock split.  The stock split took effect on October 15, 2013.  A copy of the amendment is filed as an exhibit to this report.

Furthermore effective October 15, 2013, we changed our name from Dravco Mining Inc. to Spire Technologies Inc. to better reflect our new business direction. A copy of the amendment is filed as an exhibit to this report.  In connection with the name change we have been assigned a new stock symbol “SPTK”.

The parties intend to close the proposed Acquisition by October 31, 2013.

We have no employees and own no property.  We have no monthly rent but expense a monthly fee of $100 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.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about Spire Technologies Inc. upon which to base an evaluation of our performance.  We are a development stage corporation and have not generated any revenues from operations.

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.  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 September 30, 2013, we had a working capital deficit of $111,903.  Total assets increased to $45,912 from total assets of $3,206 at December 31, 2012.  Total assets consisted of $45,912 in cash.

Net cash from (used in) operating activities was $71,856 and $ (81,352) for the nine months ended September 30, 2013 and 2012, respectively.  Cash from operating activities was due to receipt of funds received in respect of a breakup fee paid to the Company regarding the failed merger transaction with Paradox Basin Resource Corp.   During the nine months ended September 30, 2013, the Company repaid a promissory note with a principal of $28,500, which is now paid in full.

We have limited cash and cash equivalents on hand.  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.




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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 September 30, 2013 was $200,050.  At September 30, 2013, our president is owed $36,627 for funds advanced 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.

On August 18, 2011, we borrowed $15,000 under three convertible debentures. The debentures bear interest of 10% per annum. The debentures matured on August 18, 2012 and as of the date of this report, are no longer convertible.

During the year ended December 31, 2012, we borrowed $32,500 under two convertible debentures. The debentures bear interest of 10% per annum. The debentures matured on January 31, 2013 and March 1, 2013. As of the date of this report, the notes are no longer convertible.

On May 15, 2012 we borrowed $28,500 from a non-related party under a promissory note.  The promissory note bared interest at a rate of 6% per annum and was due in full on June 15, 2012.  On March 15, 2013, the principal and accrued interest on the note was repaid in full.

On August 31, 2012 we borrowed an aggregate of $25,000 from two non-related parties under promissory notes.  The notes bear an interest amount equal to $2,500 and were due on September 15, 2012.  As of the date of this report the promissory notes have not been repaid and are in default.

Deficit accumulated since inception is $318,853.   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.

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 Operation

Currently, we are a development stage corporation.  A development stage corporation is one engaged in the search of business opportunities, successful negotiation and closing of a business acquisition and furthering its business plan.

Our plan of operation for the next twelve months will be to continue working towards the completion of the proposed transaction under the LOI executed on August 28, 2013.  In the event the transaction does not close, we will then (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of an operating entity engaged in any industry selected.

Results of Operations

For the three months ended September 30, 2013 and 2012

We did not generate any revenue during the three month periods ended September 30, 2013 and 2012.  We had a net loss of $14,563 for the three months ended September 30, 2013 compared to a net loss of $73,803 for the same period ended 2012.  Details are as follows:





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Operating Expenses:  Operating expenses for the three months ended September 30, 2013 were comprised of $2,053 in office and administrative costs, $1,500 in audit fees, $8,170 in transfer agent and filing fees, $2,040 in travel expenses related to the due diligence investigation of Health Metrix Inc. and $800 in interest expense paid on notes payable still outstanding in the Company. Operating expenses were greater at September 30, 2012 largely due to increased professional fees (legal, accounting and audit) associated with the preparation of documentation for the proposed merger with Paradox Basin Resources Corp. 

For the nine months ended September 30, 2013 and 2012

We did not generate any revenue during the nine month periods ended September 30, 2013 and 2012.  We had net income of $63,393 for the nine months ended September 30, 2013 compared to $ (111,609) for the same period ended 2012.  Details are as follows:

Operating Expenses:  During the period ended September 30, 2013, the Company had a net gain of $63,393 from operating activities.   Cash from operating activities was due to receipt of funds received in respect of a breakup fee paid to the Company regarding the failed merger transaction with Paradox Basin Resource Corp.  Total operating expenses during the period were $34,469 compared to total operating expenses of $111,609 at September 30, 2012.  Operating expenses were greater at September 30, 2012 largely due to increased professional fees (legal, accounting and audit) associated with the preparation of documentation for the proposed merger with Paradox Basin Resources Corp. 

As of the date of this report, we have yet to generate any revenues from our business operations. 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, 2012, 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.

Critical Accounting Policies

There have been no material changes in our existing accounting policies and estimates from the disclosures included in our 2012 Form 10-K, except for the newly adopted accounting policies as disclosed in the interim financial statements.



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Off-Balance Sheet Arrangements

As of September 30, 2013, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.


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:

 
(i)
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.

 
(ii)
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.

 
(iii)
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.

 
(iv)
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.

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 September 30, 2013 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

On August 18, 2011, we entered into agreements with three non-related parties whereby the non-related parties each advanced to us $5,000 under a convertible debenture, for an aggregate principal amount of $15,000.  The debentures bear interest of 10% per annum.  The notes were convertible until August 18, 2012 at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a 20% discount. As of the date of this report, the notes have matured and are no longer convertible.

During the year ended December 31, 2012, we borrowed an aggregate of $32,500 from a non-related party under two convertible debentures. The debentures bear interest of 10% per annum. The notes were convertible at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a 20% discount. The debentures matured on January 31, 2013 and March 1, 2013 and are no longer convertible.

The Company believes that 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.


ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.       MINE SAFETY DISCLOSURES

None.


ITEM 5.       OTHER INFORMATION

None.






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ITEM 6.       EXHIBITS.

The following documents are included herein:

Exhibit No.
Document Description
   
3.5
Amendments to the Articles of Incorporation of Dravco Mining Inc.
   
31.1
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.
   
32.1
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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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 28th day of October 2013.



 
SPIRE TECHNOLOGIES INC.
 
(Formerly, Dravco Mining Inc.)
 
(Registrant)
     
     
 
BY:
/s/ RODNEY LOZINSKI
   
Rodney Lozinski
   
President, Principal Executive and Principal Financial Officer,
Treasurer/Secretary, Principal Accounting Officer, and sole
member of the Board of Directors










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EXHIBIT INDEX

Exhibit No.
Document Description
   
3.5
Amendments to the Articles of Incorporation of Dravco Mining Inc.
   
31.1
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.
   
32.1
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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