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EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - SPIRE TECHNOLOGIES INC.exh31-1.htm
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EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - SPIRE TECHNOLOGIES INC.exh32-1.htm




UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X]         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 2013

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)

Suite 201 – 55 York Street
Toronto, ON   M5J 1R7
(Address of principal executive offices, including zip code.)

(416) 903-0059
(Registrant’s telephone number, including area code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Unit 404-#101 – 1865 Dilworth Drive
Kelowna, British Columbia, Canada   V1Y 9T1

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
None
None

Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, par value $0.00001 per share

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

Indicate by check mark 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 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,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

The aggregate market value of the voting common stock held by non-affiliates (24,000,000 shares of voting common stock) as of the most recently completely second fiscal quarter, computed at the par value of the stock at $0.00001 was $240, assuming solely for the purposes of this calculation that the directors and executive officers of the issuer are “affiliates”.

On March 6, 2014, the Registrant had 54,000,000 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred to under Part IV.





 
 

 

SPIRE TECHNOLOGIES INC.
(Formerly DRAVCO MINING INC.)

Index to Form 10-K
For the Fiscal Year Ended December 31, 2013

PART 1
 
Page
 
   
Item 1
Business
1
 
   
Item 1A
Risk Factors
7
 
   
Item 2
Properties
8
 
   
Item 3
Legal Proceedings
8
 
   
Item 4
Mine Safety Disclosures
8
 
   
PART II
   
 
   
Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
8
 
   
Item 6
Selected Financial Data
10
 
   
Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operations
10
 
   
Item 7A
Quantitative and Qualitative Disclosures About Market Risk
13
 
   
Item 8
Financial Statements and Supplementary Data
14
 
   
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
26
 
   
Item 9A
Controls and Procedures
26
 
   
Item 9B
Other Information
27
 
   
PART III
   
 
   
Item 10
Directors, Executive Officers and Corporate Governance
28
 
   
Item 11
Executive Compensation
31
 
   
Item 12
Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters
34
 
   
Item 13
Certain Relationships and Related Transactions, and Director Independence
35
 
   
Item 14
Principal Accountant Fees and Services
36
 
   
PART IV
   
 
   
Item 15
Exhibits and Financial Statement Schedules
37
 
   
 
Signatures
38


 
 

 

Cautionary Statement Regarding Forward-Looking Statements

This document and the documents incorporated by reference herein contain forward-looking statements. We have based these statements on our beliefs and assumptions, based on information currently available to us. These forward-looking statements are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations, our total market opportunity and our business plans and objectives set forth under the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements are not guarantees of performance. Our future results and requirements may differ materially from those described in the forward-looking statements. Many of the factors that will determine these results and requirements are beyond our control. In addition to the risks and uncertainties discussed in “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” investors should consider the following:

our ability to successfully implement our business strategy,
 
 
the impact of competition and changes to the competitive environment on our products and services, and
 
 
other factors detailed from time to time in our filings with the Securities and Exchange Commission.

These forward-looking statements speak only as of the date of this report. We do not intend to update or revise any forward-looking statements to reflect changes in our business anticipated results of our operations, strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events, except as required by law.


PART I

ITEM 1.            BUSINESS

We were incorporated in the State of Nevada on September 20, 2000 as Dundee Mining Inc.  On October 2, 2002, we changed our name to Dravco Mining Inc.    We maintain our statutory registered agent’s office at 101 Convention Center Drive, Suite 700, Las Vegas, Nevada, 89109 and our business office is Suite 201 – 55 York Street, Toronto, Ontario, Canada, M5J 1R7.  Our telephone number is (416) 903-0059.

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 the outstanding equity securities of Health Matrix, LLC, such that at the conclusion of the transaction, Health Matrix, LLC will become a wholly owned subsidiary of Spire Technologies Inc. pursuant to a Share Exchange Agreement (the “Exchange”).  Health Matrix, LLC (“Matrix”); 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 Matrix 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 Matrix, LLC has also partnered with Walmart as an exclusive retail and marketing partner.


 
- 1 -

 

As a condition of the proposed transaction with Matrix; on September 16, 2013, our Board of Directors (the “Board”) 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 Board also resolved to increase 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. Furthermore on October 15, 2013, we changed our name from Dravco Mining Inc. to Spire Technologies Inc. to better reflect our new business direction.

The Letter of Intent with Health Matrix, LLC expired on December 31, 2013, however both parties continue to be committed to completing the transaction as proposed.

We have no employees and own no property.  We do not intend to perform any further operations until a merger or acquisition candidate is located and a merger or acquisition consummated.

Merger or Acquisition of a Candidate

The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. We have very limited capital, and it is unlikely that we will be able to take advantage of more than one such business opportunity.

We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. At the present time we have not identified any business opportunity that we plan to pursue, nor have we reached any agreement or definitive understanding with any person concerning an acquisition.

We anticipate that we will contact broker/dealers and other persons with whom our management are acquainted and who are involved in corporate finance matters to advise them of our existence and to determine if any companies or businesses they represent have an interest in considering a merger or acquisition with us.  No assurance can be given that we will be successful in finding or acquiring a desirable business opportunity, given the limited funds that are expected to be available for acquisitions, or that any acquisition that occurs will be on terms that are favorable to us or our stockholders.

Our search will be directed toward small and medium-sized enterprises which have a desire to become public corporations and which are able to satisfy, or anticipate in the reasonably near future being able to satisfy, the minimum requirements in order to qualify shares for trading on the Bulletin Board.  We anticipate that the business opportunities presented to us will:

-
be recently organized with no operating history, or a history of losses attributable to under-capitalization or other factors;
-
be in need of funds to develop a new product or service or to expand into a new market;
-
be relying upon an untested product or marketing any business, to the extent of limited resources. This includes industries such as service, finance, natural resources, manufacturing, high technology, product development, medical, communications and others.

Our discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors.

In connection with such a merger or acquisition, it is highly likely that an amount of stock constituting control of our company would be issued by us or purchased from the current principal shareholders of our company by the acquiring entity or its affiliates.

If stock is purchased from the current shareholders, the transaction is very likely to result in substantial gains to them relative to their purchase price for such stock. In our judgment, our management would not thereby become an “underwriter” within the meaning of the Section 2(11) of the Securities Act of 1933, as amended. The sale of a controlling interest by certain principal shareholders of our company could occur at a time when our other shareholders remain subject to restrictions on the transfer of our shares.


 
- 2 -

 

Depending upon the nature of the transaction, our management may resign from their management positions in connection with our acquisition of a business opportunity.

In the event of such a resignation, our officer and directors would not have any control over the conduct of our business following our combination with a business opportunity. We anticipate that business opportunities will come to our attention from various sources, including our management, our other stockholders, professional advisors such as attorneys and accountants, securities broker/dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.

We have no plans, understandings, agreements, or commitments with any individual for such person to act as a finder of opportunities. We do not foresee that we would enter into a merger or acquisition transaction with any business with which our officer or directors are currently affiliated.

Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific business opportunity may be made upon:

-
management’s analysis of the quality of the other company’s management and personnel;
-
the anticipated acceptability of new products or marketing concepts;
-
the merit of technological changes, the perceived benefit we will derive from becoming a publicly held entity, and numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.

In many instances, it is anticipated that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of the possible need to shift marketing approaches substantially, expand significantly, change product emphasis, change or substantially augment management, or make other changes. We will be dependent upon the owners of a business opportunity to identify any such problems which may exist and to implement, or be primarily responsible for the implementation of, required changes.

Because we may participate in a business opportunity with a newly organized firm or with a firm which is entering a new phase of growth, it should be emphasized that we will incur further risks, because management in many instances will not have proved its abilities or effectiveness, the eventual market for such company’s products or services will likely not be established, and such company may not be profitable when acquired.

We anticipate that we will not be able to diversify, but will essentially be limited to one such venture because of our limited financing. This lack of diversification will not permit us to offset potential losses from one business opportunity against profits from another, and should be considered an adverse factor affecting any decision to purchase our securities.

Holders of our securities should not anticipate that we necessarily will furnish such holders, prior to any merger or acquisition, with financial statements, or any other documentation, concerning a target company or its business. In some instances, however, the proposed participation in a business opportunity may be submitted to the stockholders for their consideration, either voluntarily by our management to seek the stockholders’ advice and consent or because state law so requires. The analysis of business opportunities will be undertaken by or under the supervision of our management, who are not professional business analysts.

Although there are no current plans to do so, our management might hire an outside consultant to assist in the investigation and selection of business opportunities, and might pay a finder’s fee. Since our management has no current plans to use any outside consultants or advisors to assist in the investigation and selection of business opportunities, no policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid.


 
- 3 -

 

However, because of our limited resources, it is likely that any such fee we agree to pay would be paid in stock and not in cash. Otherwise, we anticipate that we will consider, among other things, the following factors:

-
Potential for growth and profitability, indicated by new technology, anticipated market expansion, or new products;
-
Our perception of how any particular business opportunity will be received by the investment community and by our stockholders;
-
Whether, following the business combination, the financial condition of the business opportunity would be, or would have a significant prospect in the foreseeable future of becoming sufficient to enable our securities to qualify for listing on an exchange or on a national automated securities quotation system, such as NASDAQ, so as to permit the trading of such securities to be exempt from the requirements of a Rule 15g-9 adopted by the Securities and Exchange Commission.
-
Capital requirements and anticipated availability of required funds, to be provided by us or from our operations, through the sale of additional securities, through joint ventures or similar arrangements, or from other sources;
-
The extent to which the business opportunity can be advanced;
-
Competitive position as compared to other companies of similar size and experience within the industry segment as well as within the industry as a whole;
-
Strength and diversity of existing management, or management prospects that are scheduled for recruitment;
-
The cost of our participation as compared to the perceived tangible and intangible values and potential; and
-
The accessibility of required management expertise, personnel, raw materials, services, professional assistance, and other required items. In regard to the possibility that our shares would qualify for listing on NASDAQ, the current standards include the requirements that the issuer of the securities that are sought to be listed have total assets of at least $4,000,000 and total capital and surplus of at least $2,000,000, and proposals have recently been made to increase these qualifying amounts.

Many, and perhaps most, of the business opportunities that might be potential candidates for a combination with us would not satisfy the NASDAQ listing criteria. Not one of the factors described above will be controlling in the selection of a business opportunity, and management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data.

Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

Potential investors must recognize that, because of our limited capital available for investigation and management’s limited experience in business analysis, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. We are unable to predict when we may participate in a business opportunity. We expect, however, that the analysis of specific proposals and the selection of a business opportunity may take several months or more.

Prior to making a decision to participate in a business opportunity, we will generally request that we be provided with written materials regarding the business opportunity containing such items as:

-
a description of products;
-
services and company history;
-
management resumes;
-
financial information;
-
available projections, with related assumptions upon which they are based;
-
an explanation of proprietary products and services;
-
evidence of existing patents, trademarks, or services marks, or rights thereto;
-
present and proposed forms of compensation to management;
-
a description of transactions between such company and its affiliates during relevant periods;
-
a description of present and required facilities;

 
- 4 -

 


-
an analysis of risks and competitive conditions;
-
a financial plan of operation and estimated capital requirements;
-
audited financial statements, or if they are not available, unaudited financial statements, together with reasonable assurances that audited financial statements would be able to be produced within a reasonable period of time not to exceed 60 days following completion of a merger transaction; and
-
other information deemed relevant.

As part of our investigation, our management:

-
may meet personally with management and key personnel;
-
may visit and inspect material facilities;
-
obtain independent analysis or verification of certain information provided;
-
check references of management and key personnel; and
-
take other reasonable investigative measures, to the extent of our limited financial resources and management expertise.

Benefits of a Merger or Acquisition With Us

Our management believes that various types of potential merger or acquisition candidates might find a business combination with us to be attractive. These include:

-
acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current shareholders;
-
acquisition candidates which have long-term plans for raising capital through the public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial; and
-
acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities will be of assistance in that process.

Acquisition candidates that have a need for an immediate cash infusion are not likely to find a potential business combination with us to be an attractive alternative.

Form of Acquisition

It is impossible to predict the manner in which we may participate in a business opportunity. Specific business opportunities will be reviewed as well as our respective needs and desires and the promoters of the opportunity and, upon the basis of that review and our negotiating strength and such promoters, the legal structure or method deemed by management to be suitable will be selected. Such structure may include, but is not limited to:

-
leases, purchase and sale agreements;
-
licenses;
-
joint ventures; and
-
other contractual arrangements.

We may act directly or indirectly through an interest in a partnership, corporation or other form of organization.

Implementing such structure may require our merger, consolidation or reorganization with other corporations or forms of business organization, and although it is likely, we cannot assure you that we would be the surviving entity. In addition, our present management and stockholders most likely will not have control of a majority of our voting shares following a reorganization transaction. As part of such a transaction, our management may resign and new directors may be appointed without any vote by stockholders. It is likely that we will acquire participation in a business opportunity through the issuance of our common stock or other securities.


 
- 5 -

 

Although the terms of any such transaction cannot be predicted, in certain circumstances, the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under the Internal Revenue Code of 1986, depends upon the issuance to the stockholders of the acquired company of a controlling interest equal to 80% or more of the common stock of the combined entities immediately following the reorganization.

If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Internal Revenue Code, our current stockholders would retain in the aggregate 20% or less of the total issued and outstanding shares. This could result in substantial additional dilution in the equity of those who were our stockholders prior to such reorganization. Our issuance of these additional shares might also be done simultaneously with a sale or transfer of shares representing a controlling interest in us by our director and principal shareholder.

We anticipate that any new securities issued in any reorganization would be issued in reliance upon exemptions, if any are available, from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the transaction, we may agree to register such securities either at the time the transaction is consummated, or under certain conditions or at specified times thereafter.

The issuance of substantial additional securities and their potential sale into any trading market that might develop in our securities may have a depressive effect upon such market. We will participate in a business opportunity only after the negotiation and execution of a written agreement.

Although the terms of such agreement cannot be predicted, generally such an agreement would require:

-
specific representations and warranties by all of the parties thereto;
-
specify certain events of default;
-
detail the terms of closing and the conditions which must be satisfied by each of the parties thereto prior to such closing;
-
outline the manner of bearing costs if the transaction is not closed;
-
set forth remedies upon default; and
-
include miscellaneous other terms.

We anticipate that we, and/or our management and principal shareholder will enter into a letter of intent with the management, principals or owners of a prospective business opportunity prior to signing a definitive binding agreement. This letter of intent will set forth the terms of the proposed acquisition but will not bind any of the parties to consummate the transaction. Execution of a letter of intent will by no means indicate that consummation of an acquisition is probable. Neither we nor any of the other parties to the letter of intent will be bound to consummate the acquisition unless and until a definitive agreement concerning the acquisition as described in the preceding paragraph is executed.

Even after a definitive agreement is executed, it is possible that the acquisition would not be consummated should any party elect to exercise any right provided in the agreement to terminate it on specified grounds. We anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others.

If we decide not to participate in a specific business opportunity, the costs incurred in the related investigation would not be recoverable. Moreover, because many providers of goods and services require compensation at the time or soon after the goods and services are provided, our inability to pay until an indeterminate future time may make it impossible to procure goods and services.

Investment Company Act and Other Regulation

We may participate in a business opportunity by purchasing, trading or selling the securities of such business. We do not, however, intend to engage primarily in such activities.

 
- 6 -

 

Specifically, we intend to conduct our activities so as to avoid being classified as an Investment Company under the Investment Company Act of 1940 (“Investment Act”), and therefore to avoid application of the costly and restrictive registration and other provisions of the Investment Act, and the regulations promulgated thereunder.

Section 3(a) of the Investment Act contains the definition of an investment company, and it excludes any entity that does not engage primarily in the business of investing, reinvesting or trading in securities, or that does not engage in the business of investing, owning, holding or trading investment securities defined as all securities other than government securities or securities of majority- owned subsidiaries the value of which exceeds 40% of the value of its total assets excluding government securities, cash or cash items.

We intend to implement our business plan in a manner that will result in the availability of this exception from the definition of Investment Company. As a result, our participation in a business or opportunity through the purchase and sale of investment securities will be limited.

Our plan of business may involve changes in our capital structure, management, control and business, especially if we consummate a reorganization as discussed above. Each of these areas is regulated by the Investment Act, in order to protect purchasers of investment company securities. Since we will not register as an investment company, stockholders will not be afforded these protections.

Any securities which we might acquire in exchange for our common stock will be restricted securities within the meaning of the Securities Act of 1933, as amended (the “Act”). If we elect to resell such securities, such sale cannot proceed unless a registration statement has been declared effective by the Securities and Exchange Commission or an exemption from registration is available. Section 4(1) of the Act, which exempts sales of securities not involving a distribution, would in all likelihood be available to permit a private sale.

Although the plan of operation does not contemplate resale of securities acquired, if such a sale were to be necessary, we would be required to comply with the provisions of the Act to effect such resale. An acquisition made by us may be in an industry that is regulated or licensed by federal, state or local authorities. Compliance with such regulations can be expected to be a time-consuming and expensive process.

Competition

We expect to encounter substantial competition in our efforts to locate attractive opportunities, primarily from business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals. Many of these entities will have significantly greater experience, resources and managerial capabilities than we do and will therefore be in a better position to obtain access to attractive business opportunities. We also will experience competition from other public blind pool companies, many of which may have more funds available than we do.

Employees

We currently have no employees other than our sole officer and Board of Directors. We expect to use consultants, attorneys and accountants as necessary, and do not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities.

ITEM 1A.         RISK FACTORS

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




 
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ITEM 2.            PROPERTIES

We own no real property. We currently maintain limited office space located at Suite 201 – 55 York Street, Toronto, Ontario, Canada, M5J 1R7.  We have no monthly rent, nor do we accrue any expense for monthly rent.  Our president provides us with office space in which we conduct business on our behalf.  Our president 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.


ITEM 3.            LEGAL PROCEEDINGS

None.


ITEM 4.            MINE SAFETY DISCLOSURES

Not applicable.

PART II


ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is presently traded on the Financial Industry Regulatory Authority’s (FINRA) Over-the-Counter QB marketplace under the name “Spire Technologies Inc.” and under the symbol “SPTK”. Our common stock par value is $0.00001 per share.

The following table sets forth, for the fiscal quarters indicated, the high and low sale price for our common stock, as reported on the OTCBB.  The quotations below reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not represent actual transactions.

Fiscal Year
High Bid
Low Bid
2013
   
Fourth Quarter 10-1-13 to 12-31-13
$0.71
$0.24
Third Quarter 7-1-13 to 9-30-13
N/A
N/A
Second Quarter 4-1-13 to 6-30-13
N/A
N/A
First Quarter 1-1-13 to 3-31-13
$0.71
$0.71

Fiscal Year
High Bid
Low Bid
2012
   
Fourth Quarter 10-1-12 to 12-31-12
N/A
N/A
Third Quarter 7-1-12 to 9-30-12
$0.75
$0.70
Second Quarter 4-1-12 to 6-30-12
$1.05
$0.75
First Quarter 1-1-12 to 3-31-12
$1.05
$0.80

Shareholders

At March 6, 2014 the Company had 32 shareholders of record of common stock, including shares held by brokerage clearing houses, depositories or otherwise in unregistered form.  The beneficial owners of such shares are not known to the Company. Our transfer agent is Empire Stock Transfer.  Empire Stock Transfer is located at 1859 Whitney Mesa Dr., Henderson, NV 89014; telephone: (702) 818-5898; facsimile: (702) 974-1444.


 
- 8 -

 

Dividends

We have not declared any cash dividends with respect to our common stock and do not intend to declare dividends in the foreseeable future.  There are no material restrictions limiting, or that are likely to limit our ability to pay dividends in our common stock.
 
 
Section Rule 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6, and 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker/dealers to approve the transaction for the customer’s account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

The application of the penny stock rules may affect your ability to resell your shares.

Securities Authorized for Issuance Under Equity Compensation Plans

We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder.

Recent Sale of Unregistered Securities

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 bared an interest rate of 10% per annum which was to be calculated on the unpaid balance on the maturity date of August 18, 2012.  As of December 31, 2013, the notes are no longer convertible.

 
- 9 -

 

During the year ended December 31, 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 December 31, 2013, the notes 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 6.            SELECTED FINANCIAL DATA

Pursuant to Item 301(c) of Regulation S-K, the Company, as a smaller reporting company, is not required to provide the information required by this item.


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

This Management’s Discussion and Analysis of Financial Condition or Plan of Operation and other sections of this report contain forward-looking statements that are based on the current beliefs and expectations of management, as well as assumptions made by, and information currently available to, the Company’s management.  Because such statements involve risks and uncertainties, actual actions and strategies and the timing and expected results thereof may differ materially from those expressed or implied by such forward-looking statements.  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.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited financial statements and accompanying notes and other financial information appearing elsewhere in this annual report on Form 10-K.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about our company upon which to base an evaluation of our future performance.  We are a development stage corporation and have not generated any revenues from operations.  We cannot guarantee that we will be successful in our business operations.  

We are subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of 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 presently finance our operations through debt and equity financings.  We have limited resources and there is no assurance that future financing will be available to us on acceptable terms. If financing is not available on acceptable terms, we may be unable to continue, develop or expand our operations.  Additional equity financing could result in dilution to existing shareholders.

Liquidity and Capital Resources

At December 31, 2013, we had total assets of $22,149, comprised solely of cash.  Our liabilities were $160,218, resulting in a working capital deficit of $138,069, compared to $3,206 in total assets and total liabilities of $179,402 for the year ended December 31, 2012.   During the year ended December 31, 2013 the Company’s liabilities decreased as a result of the repayment of a promissory note in the amount of $28,500.


 
- 10 -

 

Net cash from (used in) operating activities was $48,093 and $(85,272) for the year ended December 31, 2013 and 2012, respectively.  Cash from operating activities in fiscal 2013 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 twelve months ended December 31, 2013, the Company repaid a promissory note with a principal of $28,500, which is now paid in full.

Net cash provided by (used in) financing activities was $(28,500) and $87,000 for the twelve months ended December 31, 2013 and 2012, respectively.  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 December 31, 2013 was $200,050.  To date, our management has advanced a total of $36,627 (December 31, 2012 $36,627) to us for working capital.  This advance will need to be repaid once funds are available.  There can be no assurance that he will continue to advance funds as required or that methods of financing will be available or accessible on reasonable terms.

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.

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.

We need to raise additional capital to fund any future plan of operation. Our management is exploring a variety of options to meet our cash requirements and future capital requirements, including the possibility of equity offerings, debt financing and business combinations.

Deficit accumulated since inception is $345,319.   Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our management and stockholders, the continued issuance of equity to new stockholders, and our ability to achieve and maintain profitable operations.  If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  There can be no assurance that we will be able to raise additional capital, and if we are unable to raise additional capital, we 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.


 
- 11 -

 

On August 28, 2013, we entered into a Letter of Intent to acquire 100% of the outstanding equity securities of Health Matrix, LLC, such that at the conclusion of the transaction, Health Matrix, LLC will become a wholly owned subsidiary of Spire Technologies Inc. pursuant to an Exchange Agreement (the “Exchange”).  Health Matrix, LLC (“Matrix”); 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 Matrix 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 Matrix, LLC has also partnered with Walmart as an exclusive retail and marketing partner.

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 Activities

For the Years Ended December 31, 2013 and 2012

We did not generate any revenues from operations during the fiscal years ended December 31, 2013 and 2012.

During the fiscal years ended December 31, 2013 and 2012, much of the Company’s resources were directed at maintaining the Company in good standing and identifying new business opportunities.  We currently have no definitive agreements or understanding with any prospective business combination candidates.

We had net income of $36,927 for the year ended December 31, 2013 compared to a net loss of $118,866 for the year ended December 31, 2012.  The change is explained below.

Operating Expenses:  Operating expenses were $60,935 and $118,866 for the years ended December 31, 2013 and 2012, respectively.  During the year ended December 31, 2013, total operating expenses decreased by $57,931. Operating expenses were greater at December 31, 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.  Operating expenses at December 31, 2013 were comprised of $12,541 in office and administrative costs, $25,250 in professional fees, $17,904 in transfer agent and filing fees, $2,040 in travel expenses related to the due diligence investigation of Health Matrix, LLC  and $3,200 in interest expense paid on notes payable still outstanding in the Company.

As of December 31, 2013, we have yet to generate 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 annual 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 annual report have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of

 
- 12 -

 

business.  If we are 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 us and our shareholders.

Critical Accounting Policies

The following are the accounting policies that we consider to be critical accounting policies. Critical accounting policies are those that are both important to the portrayal of our financial condition and results and those that require the most difficult, subjective, or complex judgments, often as results of the need to make estimates about the effect of matters that are subject to a degree of uncertainty.

Use of Estimates:  The preparation of our financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of expenses during the reporting period.

On an ongoing basis, we evaluate our estimates which are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of expenses that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions.

Recent Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Contractual Obligations and Off-Balance Sheet Arrangements

As of December 31, 2013, 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 or operations, liquidity, capital expenditures or capital resources that is material to investors.


ITEM 7A.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K, the Company, as a smaller reporting company, is not required to provide the information required by this item.





 
- 13 -

 

ITEM 8.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

SPIRE TECHNOLOGIES INC.
(Formerly Dravco Mining Inc.)
(A Development Stage Company)

 
Index
   
Report of Independent Registered Public Accounting Firm
F–1
   
Balance Sheets
F–2
   
Statements of Expenses
F–3
   
Statements of Stockholders’ (Deficit)
F–4
   
Statements of Cash Flows
F–6
   
Notes to the Financial Statements
F–7












 
- 14 -

 




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
Spire Technologies, Inc. (formerly Dravco Mining, Inc.)
(A Development Stage Company)
Toronto, Ontario, Canada

We have audited the accompanying balance sheets of Spire Technologies, Inc. (formerly Dravco Mining, Inc.) (a development stage company) (the “Company”) as of December 31, 2013 and 2012 and the related statements of expenses, stockholders’ deficit, and cash flows for the years then ended and for the period from September 20, 2000 (inception) through December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012 and the results of its operations and its cash flows for the years then ended and for the period from September 20, 2000 (inception) through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ MALONEBAILEY, LLP

MALONEBAILEY, LLP
www.malonebailey.com
Houston, Texas

March 7, 2014




 
F-1
- 15 -

 

SPIRE TECHNOLOGIES INC.
 
(Formerly Dravco Mining Inc.)
 
(A Development Stage Company)
 
BALANCE SHEETS
 
 
         
 
         
 
December 31,
   
December 31,
 
 
2013
   
2012
 
 
         
ASSETS
         
           
Current Assets:
         
Cash
$ 22,149     $ 2,556  
Prepaid
  -       650  
 
             
Total Assets
$ 22,149     $ 3,206  
 
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT
             
 
             
Current Liabilities:
             
Accounts & interest payable
$ 51,091     $ 41,775  
Due to a stockholder
  36,627       36,627  
Convertible notes payable
  -       32,500  
Promissory notes payable
  72,500       68,500  
 
             
Total Liabilities
$ 160,218     $ 179,402  
 
             
STOCKHOLDERS’ DEFICIT
             
 
             
Common Stock
             
 
             
Authorized: 300,000,000 shares with a $0.00001 par value
Issued and outstanding: 54,000,000 shares as of
December 31, 2013 and 2012
$ 540     $ 540  
 
             
Additional Paid-in Capital
  206,710       205,510  
 
             
Deficit Accumulated During the Development Stage
  (345,319 )     (382,246 )
 
  -          
Total Stockholders’ Deficit
  (138,069 )     (176,196 )
 
             
Total Liabilities and Stockholders’ Deficit
$ 22,149     $ 3,206  




 
The accompanying notes are an integral part of these financial statements
 
F-2
- 16 -

 

SPIRE TECHNOLOGIES INC.
 
(Formerly Dravco Mining Inc.)
 
(A Development Stage Company)
 
STATEMENTS OF EXPENSES
 
 
         
 
         
 
For the Year Ended
December 31,
   
For the Period From September 20, 2000
(date of inception)
 
 
2013
   
2012
   
to December 31, 2013
 
 
               
OPERATING EXPENSES
               
 
               
Consulting fees
  -       -       2,500  
Interest expense
  3,200       10,937       14,137  
Mineral property costs
  -       -       8,370  
Office and administrative
  12,541       22,203       90,386  
Professional fees
  25,250       70,653       243,981  
Transfer agent and filing fees
  17,904       12,842       73,182  
Travel
  2,040       2,231       10,625  
Total Operating Expenses
  60,935       118,866       443,181  
 
                     
OTHER INCOME
                     
Other income
  (97,862 )     -       (97,862 )
 
                     
 
                     
NET INCOME (LOSS)
$ 36,927     $ (118,866 )   $ (345,319 )
                       
NET LOSS PER COMMON SHARE:
                     
                       
Basic and Diluted
$ (0.00 )   $ (0.00 )        
                       
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
  54,000,000       54,000,000          











 
The accompanying notes are an integral part of these financial statements
 
F-3
- 17 -

 

SPIRE TECHNOLOGIES INC.
 
(Formerly Dravco Mining Inc.)
 
(A Development Stage Company)
 
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
 
For the Period From September 20, 2000 (Date of Inception) to December 31, 2013
 
 
 
 
 
 
Common Shares
   
Additional
Paid-in
Capital
   
Deficit
Accumulated
During the
       
 
Number
   
Par Value
   
(Discount)
   
Development Stage
   
Total
 
 
                           
Balance September 20, 2000 (Date of Inception)
  -     $ -     $ -     $ -     $ -  
 
                                     
Shares issued for cash on September 20, 2000
  30,000,000       300       (250 )     -       50  
 
                                     
Net income (loss) in 2000
  -       -       -       (19,386 )     (19,386 )
 
                                     
Net income (loss) in 2001
  -       -       -       (2,097 )     (2,097 )
 
                                     
Net income (loss) in 2002
  -       -       -       (5,129 )     (5,129 )
 
                                     
Net income (loss) in 2003
  -       -       -       (21,614 )     (21,614 )
 
                                     
Shares issued for cash on March 10, 2004
  24,000,000       240       199,760       -       200,000  
 
                                     
Net income (loss) in 2004
  -       -       -       (16,562 )     (16,562 )
 
                                     
Donated rent
  -       -       1,200       -       1,200  
 
                                     
Net income (loss) in 2005
  -       -       -       (25,910 )     (25,910 )
 
                                     
Net income (loss) in 2006
  -       -       -       (28,694 )     (28,694 )
 
                                     
Net income (loss) in 2007
  -       -       -       (26,350 )     (26,350 )
 
                                     
Balance, December 31, 2007
  54,000,000       540       200,710       (145,742 )     55,508  
 
                                     
Net income (loss) in 2008
  -       -       -       (41,024 )     (41,024 )
 
                                     
Balance, December 31, 2008
  54,000,000       540       200,710       (186,766 )     14,484  









 
The accompanying notes are an integral part of these financial statements
 
F-4
- 18 -

 

SPIRE TECHNOLOGIES INC.
 
(Formerly Dravco Mining Inc.)
 
(A Development Stage Company)
 
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
 
For the Period From September 20, 2000 (Date of Inception) to December 31, 2013
 
 
 
 
 
 
Common Shares
   
Additional
Paid-in
Capital
   
Deficit
Accumulated
During the
Development Stage
       
 
Number
   
Par Value
         
(Discount)
   
Total
 
 
                       
 
 
Donated rent
  -       -       1,200       -       1,200  
 
                                     
Net income (loss) in 2009
  -       -       -       (27,622 )     (27,622 )
 
                                     
Balance, December 31, 2009
  54,000,000       540       201,910       (214,388 )     (11,938 )
 
                                     
Donated rent
  -       -       1,200       -       1,200  
 
                                     
Net income (loss) in 2010
  -       -       -       (23,088 )     (23,088 )
 
                                     
Balance, December 31, 2010
  54,000,000       540       203,110       (237,476 )     (33,826 )
 
                                     
Donated rent
  -       -       1,200       -       1,200  
 
                                     
Net income (loss) in 2011
  -       -       -       (25,904 )     (25,904 )
 
                                     
Balance, December 31, 2011
  54,000,000       540       204,310       (263,380 )     (58,530 )
 
                                     
Donated rent
  -       -       1,200       -       1,200  
                                       
Net income (loss) in 2012
  -       -       -       (118,866 )     (118,866 )
 
                                     
Balance, December 31, 2012
  54,000,000       540       205,510       (382,246 )     (176,196 )
 
                                     
Donated rent
  -       -       1,200       -       1,200  
 
                                     
Net income (loss) in 2013
  -       -       -       36,927       36,927  
 
                                     
Balance, December 31, 2013
  54,000,000     $ 540     $ 206,710     $ (345,319 )   $ (138,069 )







 
The accompanying notes are an integral part of these financial statements
 
F-5
- 19 -

 

SPIRE TECHNOLOGIES INC.
 
(Formerly Dravco Mining Inc.)
 
(A Development Stage Company)
 
STATEMENTS OF CASH FLOWS
 
 
 
 
 
 
For the Year Ended
December 31,
   
For the Period From
September 20, 2000
(date of inception)
 
 
2013
   
2012
   
to December 31, 2013
 
 
               
OPERATING ACTIVITIES
               
Net income (loss)
$ 36,927     $ (118,866 )   $ (345,319 )
 
                     
Adjustments to reconcile net loss to net cash used in operating
activities:
                     
- Donated rent
  1,200       1,200       7,200  
 
                     
Change in operating assets and liabilities:
                     
- Prepaid expenses
  650       4,350       -  
-(Decrease) Increase in accounts & interest payable
  9,316       28,044       51,091  
 
                     
Net Cash (used in) Operating Activities
  48,093       (85,272 )     (287,028 )
 
                     
FINANCING ACTIVITIES
                     
Due to stockholder
  -       1,000       36,627  
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 debt
  (28,500 )     -       (28,500 )
 
                     
Net Cash Provided By  Financing Activities
  (28,500 )     87,000       309,177  
 
                     
CHANGE IN CASH
  19,593       1,728       22,149  
 
                     
CASH - Beginning of Period
  2,556       828       -  
 
                     
CASH - End of Period
$ 22,149     $ 2,556     $ 22,149  
 
                     
Non-Cash Transactions
                     
Reclass of convertible debentures to nonconvertible
promissory notes
  32,500       15,000       47,500  
 
                     
Supplemental Disclosures
                     
Interest paid
$ -     $ -     $ -  
Income taxes  paid
$ -     $ -     $ -  






 
The accompanying notes are an integral part of these financial statements
 
F-6
- 20 -

 

SPIRE TECHNOLOGIES INC.
(Formerly Dravco Mining Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013 and 2012



1.    Nature of Business

Spire Technologies Inc. (formerly Dravco Mining Inc.) (“we”, “our” or the “Company”) was incorporated in Nevada on September 20, 2000. The Company is a Development Stage Company, as defined by ASC 915 “Development Stage Entities”. The Company’s principal business plan up to December 2008 was to acquire, explore and develop mineral properties and ultimately seek out earnings by exploiting mineral claims. The Company is now seeking alternative business opportunities and is furthering its business plan.

2.    Going Concern

As at December 31, 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.    Summary of Significant Accounting Policies

a)    Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in U.S. Dollars. The Company’s fiscal year-end is December 31.

b)    Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.





 
F-7
- 21 -

 

SPIRE TECHNOLOGIES INC.
(Formerly Dravco Mining Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013 and 2012

 

3.    Summary of Significant Accounting Policies (continued)

c)     Cash Concentration and Cash Equivalents

We consider all short-term securities purchased with a maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits.  Management does not believe the Company is exposed to significant credit risk.  Management, as well, does not believe the Company is exposed to significant interest rate and foreign currency fluctuation risks during the period presented in these financial statements.  As of December 31, 2013, there are no amounts that exceed the federally insured limits

d)     Long-lived Assets

ASC topic 360, “Property, Plant and Equipment” establishes procedures for review of recoverability, and measurement of impairment whenever events or changes in circumstances indicated that the carrying amount of long-lived assets may not be recoverable.  ASC topic 360 also requires that long-lived assets to be disposed of other than by sale shall continue to be classified as held and used until disposal.  Further, ASC topic 360 specifies the criteria for classifying long-lived assets as “held for sale” and requires that long-lived assets to be disposed of by sale be reported at the lower of carrying amount or fair value less estimated selling costs.  There are no long-lived assets at December 31, 2013 and 2012.

e)     Fair Value of Financial Instruments

The Company has adopted ASC topic 820, “Fair Value Measurements and Disclosures” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

·    
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
·    
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
·    
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The fair value of the Company’s cash and cash equivalents, receivables, accounts payable and accrued liabilities approximate carrying value based on their effective interest rates compared to current market prices.

The Company’s financial instruments consist of cash, payables, and notes payable.  The carrying amount of cash and payables approximates fair value because of the short-term nature of these items.  The carrying amount of the notes payable approximates fair value as the individual borrowings bear interest at market interest rates.



 
F-8
- 22 -

 

SPIRE TECHNOLOGIES INC.
(Formerly Dravco Mining Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013 and 2012



3.    Summary of Significant Accounting Policies (continued)

f)     Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash. Cash was deposited with a major financial institution in Canada.

g)     Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Occasional transitions may occur in Canadian dollars and management has adopted FASB ASC topic 830 “Foreign Currency Matters”). Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

h)     Income Taxes

We account for income taxes in accordance with ASC topic 740, “Income Taxes.”  Under this standard, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance when we cannot make the determination that it is more likely than not that some portion or all of the related tax asset will be realized.

i)      Earnings Per Share

The Company computes loss per share in accordance with ASC topic 260, “Earnings Per Share” . ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

j)      Recent Accounting Pronouncements

We do not expect the adoption of recently accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.




 
F-9
- 23 -

 

SPIRE TECHNOLOGIES INC.
(Formerly Dravco Mining Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013 and 2012



4.    Related Party Transactions

The former president of the Company is owed $36,627 as of December 31, 2013 and December 31, 2012 for expenses paid on behalf of the Company.  The amount due is unsecured, non-interest bearing and due on demand.

During 2013, the Company’s management provided office space valued at $1,200 which was recorded as donated capital.


5.    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 December 31, 2013, the notes are no longer convertible as the notes were only convertible through maturity date.

On May 15, 2012, the Company borrowed $28,500 from a non-related party.  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 was repaid in full.

On August 31, 2012 the Company borrowed an aggregate of $25,000 from two non-related parties.  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.


6.    Other Income

Other income of $97,862 in 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.


7.    Stockholders’ Equity

On September 23, 2013, the Company increased its authorized common stock from 100,000,000 shares to 300,000,000 shares; par value $0.00001 per share and effected a forward stock split on a three for one 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-10
- 24 -

 

SPIRE TECHNOLOGIES INC.
(Formerly Dravco Mining Inc.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2013 and 2012



8.   Income Taxes

  Deferred income tax assets and liabilities as at December 31, 2013 and 2012 are as follows:

 
2013
   
2012
 
           
Net operating losses carried forward
$ 69,729     $ 83,074  
Valuation allowance
  (69,729 )     (83,074 )
               
Net deferred income tax asset
         

The Company has net operating losses carried forward of $199,226 available to offset taxable income in future years which expire in fiscal years ended 2021 through 2031.


9.   Subsequent Events

The Company has evaluated subsequent events through the date the financial statements are issued and believes there are no events to disclose.



















 
F-11
- 25 -

 

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

Our financial statements for the fiscal years ended December 31, 2013 and 2012, included in this report have been audited by MaloneBailey, LLP, 9801 Westheimer Rd., Suite 1100, Houston, TX 77042 as set forth in their report included herein. There have been no disagreements with MaloneBailey, LLP, on accounting and financial disclosures.


ITEM 9A.         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, due to the deficiencies in our internal control over financial reporting described below.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that  (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) 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 (iii) 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 controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, 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.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, as of December 31, 2013, management has concluded that the Company’s internal controls over financial reporting were not operating effectively. Management has identified the following weaknesses; that only when aggregated, may possibly be viewed as a material weakness in our internal control over financial reporting as of December 31, 2013:

1.
We do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over our financial statements.  Currently the Board of Directors acts in the capacity of the Audit Committee, consisting of two members, one member who is not independent of management and lacks sufficient financial expertise for overseeing financial reporting responsibilities.

 
- 26 -

 


2.
Insufficient documentation of financial statement preparation and review procedures - We employ policies and procedures in reconciliation of the financial statements and the financial information based on which the financial statements are prepared, however, the controls and policies we employ are not sufficiently documented.

3.
We did not maintain proper segregation of duties for the preparation of our financial statements – During the year ended December 31, 2013 the majority of the preparation of financial statements was carried out by one person.  This has resulted in several deficiencies including:

 
a.
Significant, non-standard journal entries were prepared and approved by the same person, without being checked or approved by any other personnel.

 
b.
Lack of control over preparation of financial statements, and proper application of accounting policies.

4.
We lack sufficient information technology controls and procedures – As of December 31, 2013, we lacked a proper data back up procedure, and while backup did take place in actuality, we believe that it was not regulated by methodical and consistent activities and monitoring.

The foregoing material weaknesses identified in our internal control over financial reporting were identified by our external consultants responsible for the preparation of our financial reporting package. The aforementioned material weaknesses did not impact our financial reporting or result in a material misstatement of our financial statements.

As of December 31, 2013 we have not taken action to correct the material weaknesses identified in our internal control over financial reporting. Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in connection with the aforementioned weaknesses, will implement the following remediation measures:

1.
Our Board of Directors will nominate an audit committee and audit committee financial expert.

2.
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.

3.
We will engage in a thorough review and restatement of our information technology control procedures, in addition to procurement of all hardware and software that will enable us to maintain proper backups, access, control etc.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  We are not required to provide an attestation report by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the last quarter of our fiscal year ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.


ITEM 9B.         OTHER INFORMATION

None.



 
- 27 -

 

ITEM 10.          DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Identification of Directors and Executive Officers

The following are our directors and executive officers and significant employees during the last fiscal year.  

Name
Age
Title
     
 
Rodney Lozinski
 
59
 
Director
 
*Resigned from positions of: President, Principal Executive and
Principal Financial Officer, Secretary, Treasurer and Principal
Accounting Officer on November 1, 2013
     
Raniero Corsini
50
President, Principal Executive and Principal Financial Officer,
Secretary, Treasurer, Principal Accounting Officer and Director
effective November 1, 2013

Background of Officers and Directors

Rodney Lozinski, Director

Rodney L. Lozinski has served as a director as well as former president, principal executive and principal financial officer, secretary, treasurer, principal accounting officer since inception.  On November 1, 2013, he resigned from his officer positions with the Company but continues to serve as a member of the Board of Directors.  For the last thirty-three years, Mr. Lozinski, with his wife, has owned and operated businesses specializing in custom designing trees, plants and florals for homes and businesses. Creative Plant Interiors (established 1992) is a division of Dr. Plant Tropical Foliage Corporation (established in 1979) and operates out of Kelowna, British Columbia, Canada.  Mr. Lozinski was involved in the creation and maintenance of two worldwide websites that involves the manufacturing and shipping globally of plants and home decorating products (www.silkplantscanada.com).

Raniero Corsini, President, Principal Executive Officer, Principal Financial Officer, Treasurer, Secretary Principal Accounting Officer & Director

Since October 2008, Raniero Corsini has been providing financial consulting services through his own consulting company in Toronto, Canada; 2099514 Ontario Inc.  Concurrent to managing 2099514 Ontario Inc. Mr. Corsini has been the managing director for Wildlaw Capital Markets in Toronto, Canada where he has been since April 2012.   Mr. Corsini received a Bachelors of Business Administration from the United States International University in San Diego, CA and London, UK.   He brings over twenty years of extensive experience in business management and sales with wealth and asset management companies in Canada.

From July 2001 to October 2008, Mr. Corsini served as Senior Vice President of Global Business Development and Structured Products at Sentry Select Capital Corp., a Canadian wealth management company in Toronto, Canada that offers a range of investment products including closed-end investment funds, mutual funds, principal-protected notes and flow-through limited partnerships, covering a variety of domestic and global mandates.   Mr. Corsini has served as a director of Northern Empire Energy Corp. (OTCPK: NOEEE) since March 2012 and was a director of MeeMee Media Inc. (OTCQB: MEME) from July 2010 through July 2013.



 
- 28 -

 

Terms of Office

The Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of the Company’s stockholders or until removed from office in accordance with the Company’s bylaws and the provisions of the Nevada Revised Statutes.  The Company’s directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until he or she resigns or is removed in accordance with the Company’s bylaws and the provisions of the Nevada Revised Statutes.

The Company’s officers are appointed by the Company’s Board of Directors and hold office until removed by the Board.

Involvement in Certain Legal Proceedings

During the past ten years, Messrs. Lozinski and Corsini have not been the subject of the following events:

1.
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
 
 
2.
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
 
3.
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
 
 
 
i)
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator,  floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
 
   
 
ii)
Engaging in any type of business practice; or
 
   
 
iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
 
   
4.
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
 
 
5.
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
 
 
6.
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
 
 
7.
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 
- 29 -

 


 
i)
Any Federal or State securities or commodities law or regulation; or
 
 
     
 
ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
 
 
     
 
iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
 
   
8.
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Committees of the Board and Financial Expert

Our Board of Directors held no formal meetings during the 12 month period ended December 31 2013.  All proceedings of the Board of Directors were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors.  Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.  We do not presently have a policy regarding director attendance at meetings.

We do not currently have standing audit, nominating or compensation committees, or committees performing similar functions.  Due to the size of our board, our Board of Directors believes that it is not necessary to have standing nominating or compensation committees at this time because the functions of such committees are adequately performed by our Board of Directors.  We do not have a nominating or compensation committee charter as we do not currently have such committees.  We do not have a policy for electing members to the board.

The Company does not presently have, among its officers and directors, a person meeting considered an “audit committee financial expert” as defined in Item 401 of Regulation S-K and given our financial circumstances, we do not anticipate seeking an audit committee financial expert to join the committee in the foreseeable future.

Since inception, our Board of Directors has conducted their business entirely by consent resolutions and have not met, as such.

It is anticipated that the Board of Directors will form separate audit, compensation and nominating committees at such time as the Company’s operations have expanded.

Nominations to the Board of Directors

Our directors take a critical role in guiding our strategic direction and oversee the management of the Company.  Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.

In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business.  Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.

 
- 30 -

 

In carrying out its responsibilities, the Board will consider candidates suggested by stockholders.  If a stockholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, officers and persons who beneficially owned more than ten percent of the Company’s common stock to file reports of ownership and changes in ownership of common stock.  To the best of the Company’s knowledge, all such reports as required to be filed during the 2013 fiscal year were filed on a timely basis in compliance with Section 16(a).

Code of Ethics

The Company has adopted a code of business conduct and ethics for directors, officers and employees.  A copy of the Company’s Code of Ethics is included as an exhibit to the Company’s annual report on Form 10-KSB for the year ended December 31, 2004. The Company’s Code of Ethics is incorporated by reference.


ITEM 11.          EXECUTIVE COMPENSATION

The following table summarizes all compensation awarded to, earned by, or paid to our executive officers as of December 31, 2013 for all services rendered in all capacities to us during the last three completed fiscal years.

Executive Officer Compensation Table
             
Nonqualified
   
Name
         
Non- Equity
Deferred
   
and
     
Stock
Option
Incentive Plan
Compensation
All Other
 
Principal
 
Salary
Bonus
Awards
Awards
Compensation
Earnings
Compensation
Total
Position
Year
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
 
                 
Rodney Lozinski:
2013
0
0
0
0
0
0
0
0
Director
2012
0
0
0
0
0
0
0
0
(Former  President, former Principal Executive Officer, former Principal Financial Officer, former Secretary, former Treasurer and former Principal
Accounting Officer. Resigned 11/1/13)
2011
0
0
0
0
0
0
0
0
 
                 
Raniero Corsini:
2013
0
0
0
0
0
0
0
0
President, Principal
2012
0
0
0
0
0
0
0
0
Executive Officer, Principal Financial Officer, Principal Accounting Officer, Treasurer, Secretary and Director
2011
0
0
0
0
0
0
0
0

Employment Agreements

There are no employment agreements with our sole officer and none are being contemplated.  The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our sole named executive officer.  There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole officer.

 
- 31 -

 

Securities Authorized for Issuance Under Compensatory Plans

None.

Long-Term Incentive Plan Awards

The Company does not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to the Company’s financial performance, stock price or any other measure.

Options/SAR Grants

No individual grants of stock options, whether or not in tandem with stock appreciation rights (“SARs”) and freestanding SARs have been made to our sole executive officer, or directors or employees during the current fiscal year.  No stock options have been previously granted.

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.  However, we intend to review and consider future proposals regarding board compensation.  All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

The following table sets forth information with respect to compensation paid by us to directors during the last completed fiscal year.  Our fiscal year end is December 31, 2013.

Director Compensation Table
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
 
Fees
           
 
Earned
   
Non-Equity
Nonqualified
   
 
or
   
Incentive
Deferred
   
 
Paid in
Stock
Option
Plan
Compensation
All Other
 
 
Cash
Awards
Awards
Compensation
Earnings
Compensation
Total
Name
($)
($)
($)
($)
($)
($)
($)
 
             
Rodney Lozinski
0
0
0
0
0
0
0
Raniero Corsini
0
0
0
0
0
0
0

Potential Payments Upon Termination or Change-in-Control

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company.

We currently have no employment agreements nor any compensatory plans or arrangements with any of our executive officers that may result from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer’s responsibilities following a change-in-control.




 
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Indemnification of Directors and Executive Officers and Limitation of Liability

Nevada Law

Section 78.7502 of the Nevada Revised Statutes permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:

 
(a)
is not liable pursuant to Nevada Revised Statute 78.138, or

 
(b)
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

In addition, Section 78.7502 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:

 
(a)
is not liable pursuant to Nevada Revised Statute 78.138; or

 
(b)
acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter, the corporation is required to indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Section 78.752 of the Nevada Revised Statutes allows a corporation to purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

Other financial arrangements made by the corporation pursuant to Section 78.752 may include the following:

 
(a)
the creation of a trust fund;

 
(b)
the establishment of a program of self-insurance;

 
(c)
the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; and

 
(d)
the establishment of a letter of credit, guaranty or surety


 
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No financial arrangement made pursuant to Section 78.752 may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to an undertaking to repay the amount if it is determined by a court that the indemnified party is not entitled to be indemnified by the corporation, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances.

The determination must be made:

 
(a)
by the stockholders;

 
(b)
by the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

 
(c)
if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion, or

 
(d)
if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.


ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the beneficial shareholdings of those persons or entities who beneficially hold five percent or more of the Company’s common stock, and our directors and executive officers as a group, as of December 31, 2013, with the computation being based upon 54,000,000 shares of common stock being outstanding.  Each person has sole voting and investment power with respect to the shares of common stock shown and all ownership is of record and beneficial.

 
Direct Amount of
 
Percent
Name of Beneficial Owner
Beneficial Owner
Position
of Class
(1)
 
     
Officers and Directors
     
 
     
Rodney Lozinski
Unit 404-#101- 1865 Dilworth Dr.
Kelowna, British Columbia   V1Y 9T1
30,000,000
Director
55.56%
 
     
Raniero Corsini
Suite 201 – 55 York Street
Toronto, ON   M5J 1R7
0
President, Principal Executive Officer,
Principal Financial Officer, Principal
Accounting Officer, Treasurer, Secretary
and Director
0%
 
     
All Officers and Directors as a
Group (2 Persons)
30,000,000
 
55.56%
 
     
Principal Stockholders
     
 
     
Cede & Co. (FAST) (2)
PO 2020
Bowling Green Station
New York, NY   10004
12,874,200
 
23.84%

 
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(1)
Percentage based on 54,000,000 shares of common stock outstanding on December 31, 2013
   
(2)
Cede & Co. acting as a depository service for beneficial holders of the Company’s common stock, holds an aggregate of 12,874,200 common shares. The beneficial owners of such shares are not known to the Company.


ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain Business Relationships

During the fiscal year ended December 31, 2013, Mr. Lozinski, our former president provided us his office in which we conducted business on our behalf.  Effective November 1, 2013, Mr. Corsini our current president, principal executive officer, principal financial officer, secretary, treasurer and director provided us with office space to conduct our business.  Neither Messrs. Corsini nor Lozinski have received any remuneration for the use of the office space.

At December 31, 2013, Rodney Lozinski our former president is owed $36,627 for loans previously advanced.

Review, Approval or Ratification of Transactions with Related Persons

We rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest.  Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company.

Director Independence

During the year ended December 31, 2013, we had no independent directors. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., The NASDAQ National Market, and the Securities and Exchange Commission.

Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues.



 
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ITEM 14.          PRINCIPAL ACCOUNTING FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

 
2013
$
9,500
 
MaloneBailey,LLP
 
2012
$
13,245
 
MaloneBailey,LLP

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

 
2013
$
-
 
MaloneBailey,LLP
 
2012
$
-
 
MaloneBailey,LLP

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

 
2013
$
-
 
MaloneBailey,LLP
 
2012
$
-
 
MaloneBailey,LLP

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

 
2013
$
-
 
MaloneBailey,LLP
 
2012
$
-
 
MaloneBailey,LLP

(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.






 
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PART IV

ITEM 15.          EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following exhibit index shows those exhibits filed with this report and those incorporated herein by reference:

   
Incorporated by reference
 
Exhibit
Document Description
Form
Date
Number
Filed
herewith
 
         
3.1
Certificate of Amendment of Articles of Incorporation
– Name Change to Dravco Mining Inc.
SB-2/A4
October 10, 2002
3.1
 
 
         
3.2
Amended Bylaws
SB-2/A4
October 10, 2002
3.2
 
 
         
3.3
Articles of Incorporation of Dundee Mining Inc.
SB-2
January 19, 2001
3.3
 
 
         
3.4
Bylaws of Dundee Mining Inc.
SB-2
January 19, 2001
3.4
 
 
         
3.5
Amendments to the Articles of Incorporation of
Dravco Mining Inc.
10-Q
October 30, 2013
3.5
 
 
         
4.1
Specimen Stock Certificate
SB-2
January 19, 2001
4.1
 
 
         
10.1
Trust Agreement
SB-2
January 19, 2001
10.1
 
 
         
10.2
Bill of Sale Absolute
SB-2
January 19, 2001
10.2
 
 
         
14.1
Code of Ethics
10-KSB
March 30, 2005
14.1
 
 
         
31.1
Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 15d-15(e), promulgated
under the Securities and Exchange Act of 1934, as
amended
     
X
 
         
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 Office and Chief  Financial
Officer)
     
X







 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 7th day of March 2014.

 
SPIRE TECHNOLOGIES INC.
(Formerly Dravco Mining Inc.)
 
   
 
BY:
/s/ RANIERO CORSINI
   
Raniero Corsini
President, Principal Executive Officer, Principal Financial
Officer, Principal Accounting Officer, Secretary and
Treasurer



Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature
Title
Date
 
 
 
By:  /s/ RANIERO CORSINI
Raniero Corsini
President, Principal Executive Officer, Principal
Financial Officer, Principal Accounting Officer,
Secretary, Treasurer and Director
March 7, 2014
 
   
By:  /s/ RODNEY LOZINSKI
Rodney Lozinski
Director
March 7, 2014










 
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