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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the fiscal year ended March 31, 2013

 

Commission file number 333-139482

 

 

VIKING MINERALS INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada 98-0492900
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

 

7558 W Thunderbird Ste. Suite 1-486

Peoria, AZ 85381

(Address of Principal Executive Offices & Zip Code)

 

602-885-9792

(Telephone Number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

None

 

Securities registered pursuant to section 12(g) of the Act:

 

Common Stock, $0.001 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]

 

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 preceding 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

 

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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [ ] Accelerated filer [ ]

 

Non-accelerated filer [ ] Smaller reporting company [X]

(Do 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 [ ] No [X]

 

As of January 25, 2014, the registrant had 199,447,181 shares of common stock issued and outstanding.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

VIKING MINERALS INC.

 

Table of Contents    
PART I   4
ITEM 1. BUSINESS   4
ITEM 1A. RISK FACTORS   5
ITEM 2. PROPERTIES   11
ITEM 3. LEGAL PROCEEDINGS   11
ITEM 4. MINE SAFETY DISCLOSURES   11
PART II   11
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS NO PUBLIC MARKET FOR COMMON STOCK   11
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   12
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA   14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE   14
ITEM 9A. CONTROLS AND PROCEDURES   14
PART III   16
ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS   16
ITEM 11.  EXECUTIVE COMPENSATION   17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   18
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES   19
PART IV   20
ITEM 15. EXHIBITS   20
SIGNATURES   21

 

PART I

 

ITEM 1. BUSINESS

 

SUMMARY

 

COMPANY OVERVIEW

 

Viking Minerals Inc. ("Viking Minerals" or the "Company") was organized under the laws of the State of Nevada on March 24, 2006 to explore mineral properties in North America.

 

Viking Minerals was formed to engage in the exploration of mineral properties for gold, silver, copper and other metals. We are a development stage company seeking properties of merit to explore and develop but we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete an exploration program. We are contemplating raising additional capital to finance future exploration programs. No final decisions regarding the program or financing have been made at this time but we will require financing to commence and complete future explorations. Our auditors have issued a going concern opinion, raising substantial doubt about our financial prospects and the Company's ability to continue as a going concern.

 

BANKRUPTCY OR SIMILAR PROCEEDINGS

 

We have not been the subject of a bankruptcy, receivership or similar proceedings.

 

COMPETITION AND MARKETS

 

We face competition from other resources based companies in all aspects of our business, including acquisition of properties. Many of our competitors have substantially larger financial and other resources than we have. Factors that affect our ability to acquire properties include available funds, available information about prospective properties and our limited number of resources.

 

The availability of a ready market for and the price of any properties or minerals extracted from properties will depend on many factors beyond our control including, but not limited to, the amount of domestic production and imports of similar minerals, the effect of federal and state regulation of allowable rates of production, taxation, the conduct of exploration operations and federal regulation of these operations. All of these factors, together with economic factors in the marketing arena, generally affect the supply of and/or demand for minerals.

 

REGULATORY CONSIDERATIONS

 

We are required to conduct all mineral exploration activities in accordance with government regulations. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact and cause increases in capital expenditures which could result in a cessation of operations.

 

EMPLOYEES

 

The company sole officer and employer is Charles Irizarry.

 

RESEARCH AND DEVELOPMENT EXPENDITURES

 

We have not incurred any research or development expenditures since our incorporation.

 

 

 

PATENTS AND TRADEMARKS

 

We do not own, either legally or beneficially, any patents or trademarks.

 

ITEM 1A. RISK FACTORS

 

WE ARE A DEVELOPMENT STAGE COMPANY AND WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

 

We were incorporated on March 24, 2006 and to date have been involved in the organizational activities, and acquisition of mineral claims. We have no way to evaluate the likelihood that our business will be successful. We have earned no revenues as of the date of this annual report. Potential investors should be aware of the difficulties normally encountered by exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration and development of properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without greatly increasing our revenues. We expect to incur significant losses into the foreseeable future. We recognize that if production is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate significant revenues to achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

 

WE HAVE YET TO EARN ANY REVENUE TO ACHIEVE PROFITABILITY AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE ADDITIONAL FINANCING TO COMPLETE OUR PROGRAM IF WARRANTED. AS A RESULT, OUR ACCOUNTANT BELIEVES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

 

We have accrued net losses of $30,902,613 for the period from inception (March 24, 2006) to March 31, 2013, and have had no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our business. These factors raise substantial doubt that we will be able to continue as a going concern. Our independent auditor, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result we may have to liquidate our business and you may lose your investment. You should consider our auditor's comments when determining if an investment in our company is suitable.

 

BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN EXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.

 

You should be aware of the difficulties normally encountered by exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration and development of the properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. If the results of our development program do not reveal viable commercialization options, we may decide to abandon any or all claims that we may own and acquire new claims. Our ability to acquire additional claims will be dependent upon our possessing adequate capital resources when needed. If no funding is available, we may be forced to abandon our operations.

 

 

 

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION OPERATIONS, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

 

The extracting of mineral involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no insurance to cover against these hazards. The payment of such liabilities may result in our inability to complete our planned program and/or obtain additional financing to fund our program.

 

AS WE UNDERTAKE ACQUISITIONS AND DEVELOPMENT OF OUR PROPERTIES, WE WILL BE SUBJECT TO COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OF OUR PROGRAM.

 

There are several governmental regulations that materially restrict mineral extraction. We will be subject to regulations and laws as we carry out our program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the area in order to comply with these laws. The cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements can include:

 

a)Water discharge will have to meet drinking water standards;

 

b)Dust generation will have to be minimal or otherwise re-mediated;

 

c)Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;

 

d)An assessment of all material to be left on the surface will need tobe environmentally benign;

 

e)Ground water will have to be monitored for any potential contaminants;

 

f)The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be remediated; and

 

There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. If remediation costs exceed our cash reserves we may be unable to complete our exploration program and have to abandon our operations.

 

IF ACCESS TO OUR PROPERTIES IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE DELAYED IN ANY FUTURE MINING EFFORTS.

 

It is possible that adverse weather could cause accessibility to any property that we should acquire and this would delay our timetables.

 

 

 

 

BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY MINERALS WE MAY RECOVER FROM CLAIMS THAT WE MAY OWN MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.

 

Our success will be dependent on the growth of demand for minerals in the properties that we acquire. If consumer demand slows our revenues may be significantly affected. This could limit our ability to generate revenues and our financial condition and operating results may be harmed.

 

BECAUSE OUR CURRENT OFFICERS AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

 

Mr. Charles Irizarry our CEO and a director, currently devotes up to 10 hours per week providing services to the company. While he presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development. Our other Directors spend similar amounts of time providing services to the company and there is no guarantee that they will have sufficient time to devote to the management of our business.

 

WE MAY BE UNABLE TO OBTAIN ADDITIONAL CAPITAL THAT WE MAY REQUIRE TO IMPLEMENT OUR BUSINESS PLAN. THIS WOULD RESTRICT OUR ABILITY TO GROW.

 

The proceeds from our initial offerings in 2006 provide us with a limited amount of working capital and is not sufficient to fund our proposed operations. We will require additional capital to continue to operate our business and our proposed operations. We may be unable to obtain additional capital as and when required.

 

Future acquisitions and future development, production and marketing activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow.

 

We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, the capital we have received to date may not be sufficient to fund our operations going forward without obtaining additional capital financing.

 

Any additional capital raised through the sale of equity may dilute your ownership percentage. This could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.

 

Our ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the resource industry in particular), our status as a new enterprise without a demonstrated operating history, the location of our properties and the price of minerals on the commodities markets (which will impact the amount of asset-based financing available to us) or the retention or loss of key management. Further, if natural resource prices on the commodities markets decrease, then our potential revenues will likely decrease, and such decreased revenues may increase our requirements for capital. If the amount of capital we are able to raise from financing activities is not sufficient to satisfy our capital needs, we may be required to cease our operations.

 

 

 

We may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which may adversely impact our financial condition.

 

AMENDMENTS TO CURRENT LAWS AND REGULATIONS GOVERNING OUR PROPOSED OPERATIONS COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR PROPOSED BUSINESS.

 

Our business will be subject to substantial regulation under state and federal laws relating to the exploration for, and the development, upgrading, marketing, pricing, taxation, and transportation of mineral resources and other matters.

Amendments to current laws and regulations governing operations and activities of resource operations could have a material adverse impact on our proposed business. In addition, there can be no assurance that income tax laws, royalty regulations and government incentive programs related to the resource industry generally, will not be changed in a manner which may adversely affect us and cause delays, inability to complete or abandonment of properties.

 

Permits, leases, licenses, and approvals are required from a variety of regulatory authorities at various stages of mining and extraction. There can be no assurance that the various government permits, leases, licenses and approvals sought will be granted to us or, if granted, will not be cancelled or will be renewed upon expiration.

 

ESTIMATES OF ANY MINERAL RESERVES THAT WE MAKE MAY BE INACCURATE WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON US

 

There are numerous uncertainties inherent in estimating quantities of mineral resources, including many factors beyond our control, and no assurance can be given that expected levels of resources or recovery of minerals will be realized. In general, estimates of recoverable minerals are based upon a number of factors and assumptions made as of the date on which resource estimates are determined, such as geological and engineering estimates which have inherent uncertainties and the assumed effects of regulation by governmental agencies and estimates of future commodity prices and operating costs, all of which may vary considerably from actual results. All such estimates are, to some degree, uncertain and classifications of resources are only attempts to define the degree of uncertainty involved. For these reasons, estimates of the recoverable minerals, the classification of such resources based on risk of recovery, prepared by different engineers or by the same engineers at different times, may vary substantially.

 

ABANDONMENT AND RECLAMATION COSTS ARE UNKNOWN AND MAY BE SUBSTANTIAL.

 

We will be responsible for compliance with terms and conditions of environmental and regulatory approvals and all laws and regulations regarding the abandonment of our properties and reclamation of lands at the end of their economic life, which abandonment and reclamation costs may be substantial. A breach of such legislation and/or regulations may result in the issuance of remedial orders, the suspension of approvals, or the imposition of fines and penalties, including an order for cessation of operations at the site until satisfactory remedies are made. It is not possible to estimate with certainty the abandonment and reclamation costs since they will be a function of regulatory requirements at the time.

 

INCREASES IN OUR OPERATING EXPENSES WILL IMPACT OUR OPERATING RESULTS AND FINANCIAL CONDITION.

 

Extraction, development, production, marketing (including distribution costs) and regulatory compliance costs (including taxes) will substantially impact the net revenues we derive from any minerals that we may produce. These costs are subject to fluctuations and variation in different locales in which we will operate, and we may not be able to predict or control these costs. If these costs exceed our expectations, this may adversely affect our results of operations. In addition, we may not be able to earn net revenue at our predicted levels, which may impact our ability to satisfy our obligations.

 

 

PENALTIES WE MAY INCUR COULD IMPAIR OUR BUSINESS.

 

Failure to comply with government regulations could subject us to civil and criminal penalties, could require us to forfeit property rights, and may affect the value of our assets. We may also be required to take corrective actions, such as installing additional equipment or taking other actions, each of which could require us to make substantial capital expenditures. We could also be required to indemnify our employees in connection with any expenses or liabilities that they may incur individually in connection with regulatory action against them. As a result, our future business prospects could deteriorate due to regulatory constraints, and our profitability could be impaired by our obligation to provide such indemnification to our employees.

 

ENVIRONMENTAL RISKS MAY ADVERSELY AFFECT OUR BUSINESS.

 

Mineral extraction operations present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of federal, state, and local laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with resource operations. The legislation also requires that facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities.

 

Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner we expect may result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.

 

The discharge of pollutants into the air, soil or water may give rise to liabilities to governments and third parties and may require us to incur costs to remedy such discharges. The application of environmental laws to our business may cause us to curtail our production or increase the costs of our production, development or exploration activities.

 

THE MARKET PRICE OF OUR COMMON STOCK IS LIKELY TO BE HIGHLY VOLATILE AND SUBJECT TO WIDE FLUCTUATIONS.

 

Assuming we are able to establish an active trading market for our common stock, the market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that are beyond our control, including:

 

vdilution caused by our issuance of additional shares of common stock and other forms of equity securities, which we expect to make in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies;
vannouncements of acquisitions, reserve discoveries or other business initiatives by our competitors;

 

vfluctuations in revenue from our business as new reserves come to market;

 

vchanges in the market for commodities or in the capital markets generally;

 

vquarterly variations in our revenues and operating expenses;

 

vchanges in the valuation of similarly situated companies, both in our industry and in other industries;

 

vchanges in analysts' estimates affecting us, our competitors or our industry;
 

 

 

vchanges in the accounting methods used in or otherwise affecting our industry;

 

vadditions and departures of key personnel;

 

vfluctuations in interest rates and the availability of capital in the capital markets; and

 

These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and our results of operations and financial condition.

 

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE FLUCTUATIONS MAY CAUSE OUR STOCK PRICE TO DECLINE.

 

Our operating results will likely vary in the future primarily as the result of fluctuations in our revenues and operating expenses, expenses that we incur, the price of minerals in the commodities markets and other factors. If our results of operations do not meet the expectations of current or potential investors, the price of our common stock may decline.

 

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

 

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in the common stock.

 

APPLICABLE SEC RULES GOVERNING THE TRADING OF "PENNY STOCKS" WILL LIMIT THE TRADING AND LIQUIDITY OF OUR COMMON STOCK, WHICH MAY AFFECT THE TRADING PRICE OF OUR COMMON STOCK.

 

Our common stock is presently considered to be a "penny stock" and is subject to SEC rules and regulations which impose limitations upon the manner in which such shares may be publicly traded and regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules which may increase the difficulty investors may experience in attempting to liquidate such securities.

 

FORWARD-LOOKING STATEMENTS

 

This Form 10-K contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are likely to differ materially from those anticipated in these forward-looking statements for many reasons.

 

 

ITEM 2. PROPERTIES

 

We currently do not own any physical property or own any real property which we occupy and run our business. Our address is located at 7558 W Thunderbird Ste. 486 Peoria, Arizona 85381.

 

On July 10, 2012, the Company entered into an agreement with GMM Global Multi-Mining Diversified Group Limited (“GMM”) wherein GMM assigned and transferred a 60% interest in a joint venture to the company for 131,000,000 shares of the company’s common stock (valued at $131,000, per the agreement) and $500,000 cash. The 131,000,000 shares of common stock were issued on July 10, 2012; however, the Company failed to pay the required $500,000 and forfeited its right to the 60% interest as of April 1, 2013. The Company recorded a loss on impairment of $131,000.

 

In 2011, the Company had entered into an option agreement with Sundance Gold Ltd. whereby they were granted the right to earn 70% of 20 mineral claims in the State of Nevada covering approximately 200 acres known as the Dolly Varden claims. As per the terms of the agreement the company was to spend $500,000 on a work program on this property by December 31, 2011. The company experienced difficulties securing financing for the work program on these claims and as per the agreement forfeited their right to earn 70% of these mineral claims. All costs incurred for the Sundance Gold Ltd property have been impaired and expensed during this last fiscal year.

 

ITEM 3. LEGAL PROCEEDINGS

 

We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

PART II

 

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS NO PUBLIC MARKET FOR COMMON STOCK

 

As of the date of this report we have approximately 27 shareholders of record. We have paid no cash dividends and have no outstanding options. We have no securities authorized for issuance under equity compensation plans.

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

 

a)contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
b)contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws;
c)contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
d)contains a toll-free telephone number for inquiries on disciplinary actions;
e)defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
 
f)contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
a.bid and offer quotation for the penny stock;
b.the compensation of the broker-dealer and its salesperson in the transaction;
c.the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
d.monthly account statements showing the market value of each penny stock held in the customer's account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

 

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD LOOKING STATEMENTS

 

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We are a development stage company and have yet to generated enough revenues to achieve profitability.

 

RESULTS OF OPERATIONS

 

We are still in the development stage and have generated no revenues to date.

 

We incurred expenses of $30,912,613 from inception (March 24, 2006) to the year ending March 31, 2013. These expenses consisted of loss on extinguishment of debt ($30,621,661), write down of properties ($131,000) and general operating expenses, professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. Our net loss from inception (March 24, 2006) to the year ending March 31, 2013 was $30,912,613.

 

The loss incurred during the year ended March 31, 2013 (YE13) was $30,796,908 compared to a loss of $29,571 for the year ended March 31, 2012 (YE12). The loss was largely caused by the Loss on Extinguishment of Debts during YE2013 being $30,621,661 and Write Down of properties being $131,000 as compared to $Nil in YE12. The loss was caused by:

1.the issuance of 19,950,000 shares to extinguish debts of $19,500 when the market price of the shares were $1.50. This resulted in a loss on extinguishment of debt of $29,905,050;
2.the issuance of 15,000,000 shares to extinguish debts of $15,000 when the market price of the shares were $0.0225. This resulted in a loss on extinguishment of debt of $322,500; and
3.the issuance of 33,389,181 shares to extinguish debts of $33,389 when the market price of the shares were $0.0128. This resulted in a loss on extinguishment of debt of $394,111.
4.the write-down of properties of $131,000.
 

 

 

Effective on July 10, 2012 the Company entered into an agreement dated July 10, 2012 (the Agreement") with GMM Global Multi-Mining Diversified Group Limited, a private company ("GMM").

 

GMM is a party to that certain joint venture agreement dated July 10, 2012 (the "Joint Venture Agreement"), between Corizona Mining Partners LLC ("Corizona") and GMM, pursuant to which a legal entity was to be formed under the laws of Peru (the "Peruvian Legal Entity"), in which GMM would have a sixty percent (60%) equity interest (the "GMM Equity Interest") and Corizona would have a forty percent (40%) equity interest. Corizona had the right, title and interest in and to that certain ten year lease of mining concessions named "RECA I,", "RECA II" and "RIO ROJO" (the "Lease") covering approximately 800 hectares under the ownership of Corporacion Minera Mario S.A., located in the district of Maraflores, province and department of Lima, which Lease was be contributed and transferred to the Peruvian Legal Entity for the purpose of establishing production operations (the Mining Project"). In accordance with the terms and provisions of the Joint Venture Agreement, GMM was required to contribute $500,000 to the Peruvian Legal Entity for purposes of acquiring, exploring and developing the Project.

 

Also in accordance with the terms and provisions of the Agreement, the Company shall on behalf of GMM was to provide the required $500,000 for the exploration and development of the Project and shall further issue to GMM an aggregate of 131,000,000 shares of its restricted common stock, and GMM was to assign and transfer all of its right, title and interest in and to the Equity Interest to the Company in consideration therefore.

 

Effective July 10, 2012, the Company issued an aggregate of 131,000,000 shares of its restricted common stock to GMM at a per share price of $0.001. The securities of the Company issued to GMM have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state in the United States, and were issued in reliance upon an exemption from registration under the Securities Act of 1933. The securities may not be offered or sold in the United States absent registration under the Securities Act of 1933 or an applicable exemption from such registration requirements.

 

As the Company did not make the requisite $500,000 payment, by its March 31, 2013 deadline, the Company has forfeited its interest in the Agreement. According the investment of 131,000,000 valued at $131,000 was written as a Recognition of Impairment Loss.

 

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues there is no assurance we will ever reach profitability.

 

The following table provides selected financial data about our company for the years ended March 31, 2013 and 2012.

 

  Balance Sheet Data  March 31, 2013  March 31, 2012
  Cash  $—     $—   
  Liabilities  $64,112   $88,205 
  Stockholders' Deficit  $(64,112)  $(88,205)

 

LIQUIDITY AND CAPITAL RESOURCES

 

Our cash balance at March 31, 2013 was $Nil with outstanding liabilities of $64,112. Management believes our current cash balance will be unable to sustain operations for the next 12 months. We will be forced to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We are a development stage company and have generated no revenue to date.

 

 

PLAN OF OPERATION

 

Our cash balance is $Nil as of March 31, 2013. We believe our cash balance is insufficient to fund our levels of operations for the next twelve months. As a result we will be forced to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. We are a development stage company and have generated no revenue to date.

 

Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated minimal revenues to date. There is no assurance we will ever profitability.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The company had no independent accountant review the financials for this period, in accordance with Rule 3-11 of Regulation S-X.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

 

·Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

 

·Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

 

·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
 

 

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

As of March 31, 2013 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

(1)lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
(2)inadequate segregation of duties consistent with control objectives; and
(3)ineffective controls over period end financial disclosure and reporting processes.

 

The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of March 31, 2013.

 

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary rules of the SEC that permit the Corporation to provide only the management's report in this annual report.

 

MANAGEMENT'S REMEDIATION INITIATIVES

 

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

 

 

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

 

We anticipate that these initiatives will be at least partially, if not fully, implemented by March 31, 2013. Additionally, we plan to test our updated controls and remediate our deficiencies by March 31, 2013.

 

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

 

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

 

The names, ages and titles of our executive officers and director are as follows:

 

Name and Address of Executive Officer and/or Director Age Position

Charles Irizarry

Suite 322 – 235

W. Brandon Blvd

Brandon FL 33511

49 President, Chief Financial Officer and Director

 

For the past five years, Charles Irizarry has been engaged in the resource sector, managing and directing resource exploration companies. Since 1995, Mr. Irizarry has been president of a private consulting firm that provides management support and consulting advice to junior resource companies. From 2005 to 2008, Mr. Irizarry was the President of a coal exploration company that was engaged in the exploration of coal properties in Mexico. Mr. Irizarry studied business in state college and is completing his Masters in Business Administration. Under the direction of Mr. Irizarry, the Company plans to expand its business to seek high quality resource projects with good exploration and production potential.

 

TERM OF OFFICE

 

Our director is appointed to hold office until the next annual meeting of our stockholders or until his successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the State of Nevada Statutes. Our officer is appointed by our Board of Directors and holds office until removed by the Board.

 

SIGNIFICANT EMPLOYEES

 

We have no significant employees other than our officer and/or directors who collectively devote approximately 10 hours per week to company matters.

 

Our officers and directors have not been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limited him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

 

 

 

Our officers and directors have not been convicted in any criminal proceeding (excluding traffic violations) nor is he subject of any currently pending criminal proceeding.

 

We conduct our business through agreements with consultants and arms-length third parties. We pay our consulting geologist the usual and customary rates received by geologists performing similar consulting services.

 

CODE OF ETHICS

 

Our board of directors adopted our code of ethical conduct that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

 

We believe the adoption of our Code of Ethical Conduct is consistent with the requirements of the Sarbanes-Oxley Act of 2002.

 

Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

 

·Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

·Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us;

 

·Compliance with applicable governmental laws, rules and regulations;

 

·The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and

 

·Accountability for adherence to the Code.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

           Long Term Compensation

  Annual Compensation Awards Payouts

(a) (b) (c) (e) (f) (g) (h) (i)

 

Name and

Principal   position

 

 

Year

 

 

Salary

Other

annual Comp.

($)

Restricted

stock awards

($)

 

Options/ SAR

(#)

 

LTIP payouts

($)

All other

compen sation

($)

Charles Irizarry

President, CFO

and Director

2011

2012

2013

-0-

-0-

-0-

 

-0-

-0-

12,500

 

-0-

-0-

-0-

 

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

               

 

 

 

Compensation of Directors

 

We have no standard arrangement to compensate directors for their services in their capacity as directors.  Directors are not paid for meetings attended.   All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

 

Consulting Agreements with Executive Officers and Directors

 

There is one consulting agreements with Charles Irizarry. Mr. Irizarry has earned $2,500 per month from November 2012 through March 2013. Subsequent to March 2013, Mr. Irizarry will earn $3,500.

 

Stock Option Plan

 

We have never established any form of stock option plan for the benefit of our directors, officers or future employees.  We do not have a long-term incentive plan nor do we have a defined benefit, pension plan, profit sharing or other retirement plan.

 

Bonuses and Deferred Compensation

 

None

 

Compensation Pursuant to Plans

 

None

 

Pension Table

 

None

 

Termination of Employment

 

There are no compensatory plans or arrangements, including payments to be received from us, with respect to any person named in Summary of Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with us, or any change in control of us, or a change in the person’s responsibilities following a change in control of us.

 

  Compliance with Section 16 (a) of the Exchange Act

 

We know of no director or officer, (“Reporting Person”) that failed to file any reports required to be furnished pursuant to Section 16(a).  We do not know whether the beneficial owner of more than ten percent of any class of equity securities of our stock registered pursuant to Section 12 (“Reporting Person”) has filed any reports required to be furnished pursuant to Section 16(a)

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of March 31, 2013 by:

i.each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities,
 

 

 

ii.our directors, and or
iii.our officer.

Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

 

Title of Class of Common Stock (1) Name and Address of Beneficial Owner Amount and Percentage of Beneficial Owner
Common Stock

Charles Irizarry

7558 W Thunderbird

Ste. Suite 1-486

Peoria, AZ 85381

10,000 – 0%

 

Holders of More than 5% of Our Common Stock

 

----------

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on July 23, 2013.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

None of our directors, or officers, any proposed nominee for election as a director, any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all of our outstanding shares, any promoter, or any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us.

 

Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose his interest in a proposed transaction and will abstain from voting for or against the approval of such transaction.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

For the year ended March 31, 2012, the total fees charged to the company for audit services, including quarterly reviews, were $6,665.

 

For the year ended March 31, 2013, there were $9,410 in fees charged to the company for audit services, audit-related services and tax services.

 

 

 

PART IV

 

ITEM 15. EXHIBITS

 

Exhibit

Number

  Description
3(i)   Articles of Incorporation
     
3(ii)   Bylaws
     
10.1   Option Agreement dated January 10, 2011 with Sundance Gold Ltd. (incorporated by reference to the Form 8 filed January 21, 2011)
     
31.1   Sec. 302 Certification of Chief Executive Officer
     
31.2   Sec. 302 Certification of Chief Financial Officer
     
32.1   Sec. 906 Certification of Chief Executive Officer
     
32.2   Sec. 906 Certification of Chief Financial Officer
     
101   Interactive data files pursuant to Rule 405 of Regulation S-T

 

----------

* Filed with the SEC as an exhibit to our Form SB-1 Registration Statement

originally filed on December 19, 2006.

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13(a) or 15(d) 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.

 

January 25, 2014           Viking Minerals Inc.

 

 

 

                    By: /s/ Charles Irizarry

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

                    Charles Irizarry, President and

                    Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Viking Minerals Ltd.
(a Pre-Exploration Stage Company)
Balance Sheets
       
       
   March 31, 2013  March 31, 2012
ASSETS          
CURRENT ASSETS          
  Cash  $—     $—   
    —      —   
TOTAL ASSETS  $—     $—   
           
LIABILITIES          
CURRENT LIABILITIES          
  Accounts payable  $60,675   $56,099 
  Advances from related party   —      7,106 
  Advance   3,438    25,000 
TOTAL CURRENT LIABILITIES   64,113    88,205 
           
STOCKHOLDERS' DEFICIT          
Common stock, $0.001 par value, Authorized - 400,000,000 common shares,   Issued as of March 31, 2013 – 199,447,181 shares and as of March 31,2012 - 108,000   199,447    108 
Additional paid-in capital   30,649,053    27,392 
Deficit accumulated during exploration period   (30,912,613)   (115,705)
TOTAL STOCKHOLDERS' DEFICIT   (64,113)   (88,205)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $—     $—   
           
The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

Viking Minerals Ltd.
(a Pre-Exploration Stage Company)
Statements of Operations
          
   For the year ended  For the year ended  From inception (March 24, 2006) to
   March 31, 2013  March 31, 2012  March 31, 2013
          
REVENUE  $—     $—     $—   
                
EXPENSES               
  Recognition of an Impairment Loss (Property Expenses)   131,000    —      181,624 
  Loss on Extinguishment of debt   30,621,661    —      30,621,661 
  Office   3,810    29,591    68,891 
  Professional   13,487    —      13,487 
  Communications   26,950    —      26,950 
TOTAL EXPENSES   30,796,908    29,571    30,912,613 
                
Net loss from operations   (30,796,908)   (29,571)   (30,912,613)
                
NET INCOME (LOSS)  $(30,796,908)  $(29,571)  $(30,912,613)
                
BASIC & DILUTED (LOSS) PER COMMON SHARE  $(0.25)  $(0.18)     
                
WEIGHTED AVERAGE NUMBER OF SHARES   120,781,594    163,673      
                
                
                
                
The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Viking Minerals Ltd.
(a Pre-Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIT
From Inception (March 24, 2006) to March 31, 2013
   Common Stock     Deficit Accumulated During Exploration   
   Shares  Amount  Paid-in Capital  Stage  Stockholder Deficit
                
Balace March 24, 2006 (date of inception)                         
Issuance of common stock   350,000   $350   $19,650   $—     $20,000 
Net loss year ended March 31, 2007   —      —      —      (30,600)   (30,600)
Balance March 31, 2007   350,000    350    19,650    (30,600)   (10,600)
                          
Net loss year ended March 31, 2008   —      —      —      (2,812)   (2,812)
Balance March 31, 2008   350,000    350    19,650    (33,412)   (13,412)
                          
Net loss year ended March 31, 2009   —      —      —      (3,162)   (3,162)
Balance March 31, 2009   350,000    350    19,650    (36,574)   (16,574)
                          
Net loss year ended March 31, 2010   —      —      —      (350)   (350)
Balance March 31, 2010   350,000    350    19,650    (36,924)   (16,924)
                          
Shares issued for services   3,500    4    7,497    —      7,500 
Net loss year ended March 31, 2011   —      —      —      (49,210)   (49,210)
Balance March 31, 2011   353,500    354    27,147    (86,134)   (58,634)
                          
Shares canceled, June 23, 2011   (245,500)   (246)   246    —      —   
Net loss year ended March 31, 2012   —      —      —      (29,571)   (29,571)
Balance March 31, 2012   108,000    108    27,392    (115,705)   (88,205)
                          
Shares issued for property   131,000,000    131,000    —      —      131,000 
Shares issued for debt   68,339,181    68,339    30,621,661    —      30,690,000 
Net loss year ended March 31, 2013   —      —      —      (30,796,908)   (30,796,908)
Balance March 31, 2013   199,447,181   $199,447   $30,649,053   $(30,912,613)  $(64,113)
                          
                          
The accompanying notes are an integral part of these financial statements.
                          

 

 

 

 

Viking Minerals Ltd.
(a Pre-Exploration Stage Company)
STATEMENTS OF CASH FLOWS
From Inception (March 24, 2006) to March 31, 2013
          
   For the year ended  For the year ended  From incepiton (March 24, 2006) to
   March 31, 2013  March 31, 2012  March 31, 2013
OPERATING ACTIVITIES               
  Net income (loss)  $(30,796,908)  $(29,571)  $(30,912,613)
  Recognition of impairment loss (Mineral Claim)   131,000    —      181,624 
  Loss on Extinguishment of debt   30,621,661    —      30,621,661 
  Stock issued for services   —      —      7,500 
  Stock issued for debt   88,290    —      68,340 
  Accounts payable   (15,374)   22,465    60,675 
NET CASH USED IN OPERATING ACTIVITIES   28,669    (7,106)   27,186 
                
INVESTING ACTIVITIES               
  Purchase of mineral claims   —      —      (50,624)
NET CASH USED IN INVESTING ACTIVITIES   —      —      (50,624)
                
FINANCING ACTIVITIES               
  Advances   (21,563)   —      3,438 
  Advances from related party   (7,106)   7,106    —   
  Common stock issued for cash   —      —      20,000 
NET CASH USED IN FINANCING ACTIVITIES   (28,66)9   7,106    23,438 
                
NET CHANGE IN CASH   —      —      —   
                
CASH, at beginning of period   —      —      —   
CASH AT END OF PERIOD  $—     $—     $—   
                
CASH PAID FOR:               
  Interest  $—     $—     $—   
  Income Tax  $—     $—     $—   
SHARES PAID FOR:               
  Property   131,000,000    —      131,000,000 
  Debt Settlement   68,339,181    —      68,339,181 
                
The accompanying notes are an integral part of these financial statements.

 

 

 

VIKING MINERALS INC.

(A Pre-Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

March 31, 2013

 

 

1. ORGANIZATION

 

The company was incorporated under the laws of the state of Nevada on March 24, 2006 with 75,000,000 authorized common shares with a par value of $0.001. In January 2011 the company filed an amendment with the state of Nevada to increase the authorized shares to 400,000,000 shares of common stock at a par value of $0.001 per share.

 

The company was organized for the purpose of acquiring and developing mineral claims and is in the pre-exploration stage.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Accounting Methods

 

The company recognizes income and expenses based on the accrual method of accounting.

 

Dividend Policy

 

The company has not yet adapted a policy regarding payment of dividends.

 

Income Tax

 

The company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reverse. An allowance against deferred tax assets is recorded, when it is more likely than not that such tax benefits will not be realized.

 

On March 31, 2013, the company had a net operating loss available for carryforward of $95,000. The income tax benefit of approximately $40,000 from the carryforward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the company has been unable to project a reliable estimated net income for the future. The net operating loss will begin to expire in 2026.

 

Financial and Concentrations Risk

 

The company has no financial and concentrations risks.

 

Basic and Diluted Net Income (loss) Per Share

 

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes anti-dilutive and then the basic and diluted per share amounts are the same.

 

Statement of Cash Flows

 

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

 

 

Revenue Recognition

 

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

 

Advertising and Market Development

 

The company expenses advertising and market development costs are research data expenses.

 

Impairment of Long-Lived Assets

 

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

 

Environmental Requirements

 

At the report date environmental requirements related to a formally held mineral claim are unknown and therefore any estimate of future costs cannot be made.

 

Mineral Property Acquisitions Costs

 

Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

 

Various factors could impact our ability to achieve forecasted production schedules. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions the Company may use in cash flow models from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and

proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically.

 

Estimates and Assumptions

 

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

 

Financial Instruments

 

The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities.

 

 

Recent Accounting Pronouncements

 

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

 

3. ACQUISITION OF A MINERAL CLAIM

 

On July 10, 2012, the Company entered into an agreement with GMM Global Multi-Mining Diversified Group Limited (“GMM”) wherein GMM assigned and transferred a 60% interest in a joint venture to the company for 131,000,000 shares of the company’s common stock (valued at $131,000, per the agreement) and $500,000 cash. The 131,000,000 shares of common stock were issued on July 10, 2012; however, the Company failed to pay the required $500,000 and forfeited its right to the 60% interest as of April 1, 2013. The Company recorded a loss on impairment of $131,000.

 

In 2011, the Company had entered into an option agreement with Sundance Gold Ltd. whereby they were granted the right to earn 70% of 20 mineral claims in the State of Nevada covering approximately 200 acres known as the Dolly Varden claims. As per the terms of the agreement the company was to spend $500,000 on a work program on this property by December 31, 2011. The company experienced difficulties securing financing for the work program on these claims and as per the agreement forfeited their right to earn 70% of these mineral claims. All costs incurred for the Sundance Gold Ltd property have been impaired and expensed during this last fiscal year.

 

4. CAPITAL STOCK

 

At inception the company issued 10,000 private placement common shares for cash of $20,000. On May 18, 2010 the company issued an additional 100 shares for services. The value of these shares was calculated by using 75 hours of consulting at a charge rate of $100 per hour.

 

In January 2011, the company executed a forward split of its common stock on the basis of 35 new common shares for each existing 1 common share. The record date for the action was January 27, 2011, and the payment date was January 28, 2011. The forward split was payable as a dividend. All share references in these financial statements have been retroactively adjusted for this forward split.

 

On June 23, 2011, the company received notice that 245,500 common outstanding shares were cancelled. After this event the current total issued and outstanding number of shares was 108,000 common shares.

 

On July 5, 2012, the company executed a reverse split decreasing shares by 1 for 1000. After this stock split, the total number of common shares issued and outstanding was 108,000. All share references in these financial statements have been retroactively adjusted for this reverse split.

 

On July 10, 2012, the company completed an agreement with GMM Global Multi-Mining Diversified Group Limited (“GMM”) wherein GMM assigned and transferred a 60% interest in a joint venture to the company for 131,000,000 shares of the company’s common stock (valued at $131,000, per the agreement) and $500,000 cash. The 131,000,000 shares of common stock were issued on July 10, 2012; however, the Company failed to pay the required $500,000 and forfeited its right to the 60% interest. The Company recorded a loss on impairment of $131,000.

 

On July 12, 2012, the company completed a transaction whereby it issued 19,950,000 shares of its common stock for $19,950 in debt. The debt was comprised of prior advances from an unrelated third party. This transaction was accounted for as an extinguishment of debt, in accordance with ASC 470-50. The shares were valued at $1.50 per share, which was the price of the Company’s common stock on July 12, 2012. The difference between the price and the net carrying amount of the extinguished debt was recognized as a loss on extinguishment of debt in the statement of operations, in the amount of $29,905,050.

 

 

 

On October 31, 2012, the company completed a transaction whereby it issued 15,000,000 shares of its common stock for $15,000 in debt. The debt was comprised of advances from unrelated third parties. This transaction was accounted for as an extinguishment of debt, in accordance with ASC 470-50. The shares were valued at $0.0225 per share, which was the price of the Company’s common stock on October 31, 2012. The difference between the price and the net carrying amount of the extinguished debt was recognized as a loss on extinguishment of debt in the statement of operations, in the amount of $322,500.

 

On January 31, 2013, the company completed a transaction whereby it issued 33,389,181 shares of its common stock for $33,389 in debt. The debt was comprised of advances from unrelated third parties. This transaction was accounted for as an extinguishment of debt, in accordance with ASC 470-50. The shares were valued at $0.0128 per share, which was the price of the Company’s common stock on January 31, 20132. The difference between the price and the net carrying amount of the extinguished debt was recognized as a loss on extinguishment of debt in the statement of operations, in the amount of $394,111.

 

 

5. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

 

During the year ended March 31, 2013, the CEO had advanced $Nil ($7,106 – 2012) to the Company. The Company owes the CEO $28,750 which is included in accounts payable for management fees.

 

6. GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. The company does not have a sufficient working capital for its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern.

 

Continuation of the company as a going concern is dependent upon obtaining additional working capital and the management of the company has developed a strategy which it believes will accomplish this objective through short term loans from an officer-director, and additional equity investments, which will enable the company to continue operations for the coming year.