UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended January 31, 2014
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to __________
	Commission File Number: 333-176736

 

Remmington Enterprises, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada	45-2759045
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
228 Hamilton Avenue, 3rd Floor, Palo Alto, CA 94301
(Address of principal executive offices)
(650) 798-5037
(Registrant’s telephone number)
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Indicate by check mark 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 (§ 229.405 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.

 

[ ] Large accelerated filer [ ] Non-accelerated filer

[ ] Accelerated filer [X] Smaller reporting company

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 15,050,000 common shares as of February 25, 2014.

 

 

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4:	Controls and Procedures	5
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	6
Item 1A:	Risk Factors	6
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3:	Defaults Upon Senior Securities	6
Item 4:	Mine Safety Disclosures	6
Item 5:	Other Information	6
Item 6:	Exhibits	6

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements 

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1	Condensed Balance Sheets as of January 31, 2014 and July 31, 2013 (unaudited);
F-2	Condensed Statements of Operations for the three and six months ended January 31, 2014 and 2013 and from July 15, 2011 (inception) through January 31, 2014 (unaudited);
F-3	Condensed Statements of Cash Flows for the six months ended January 31, 2014 and 2013 and from July 15, 2011 (inception) through January 31, 2014 (unaudited);
F-4	Notes to Condensed Financial Statements.

 

These unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended January 31, 2014 are not necessarily indicative of the results that can be expected for the full year.

 

Remmington Enterprises, Inc.

(A development stage Company)

Condensed Balance Sheets 

 

		January 31,				July 31,
		2014				2013
ASSETS
Current assets
Cash		$	—			$	811
Total current assets			—				811
Other assets
Capitalized mining claims			—				20,600
Total assets		$	—			$	21,411
LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
Current liabilities
Accounts payable and accrued expenses		$	1,306			$	127,621
Accounts payable – related party			6,087				—
Total current liabilities			7,393				127,621
Stockholders’ (deficit)
Preferred stock, $0.001 par value; 10,000,000 shares authorized, None issued and outstanding at January 31, 2014 and July 31, 2013, respectively			—				—
Common stock, $0.001 par value; 90,000,000 shares authorized, 14,950,000 and 12,900,000 issued and outstanding at January 31, 2014 and July 31, 2013, respectively			14,950				12,900
Additional paid-in capital			40,300				40,300
Stock subscriptions receivable			(2,050	)			—
Deficit accumulated during the development stage			(54,427	)			(153,244	)
Accumulated losses from discontinued operations			(6,166	)			(6,166	)
Total stockholders’ (deficit)			(7,393	)			(106,210	)
Total liabilities and stockholders’ (deficit)		$	—			$	21

 

The accompanying notes are an integral part of theses financial statements

 

Remmington Enterprises, Inc.

    (A development stage Company)

    Statements of Operations

  

																		Period from
		For the Three				For the Three				For the Six				For the Six				July 15, 2011
		Months Ended				Months Ended				Months Ended				Months Ended				(Inception) to
		January 31,				January 31,				January 31,				January 31,				January 31,
		2014				2013				2014				2013				2014
Revenue		$	—			$	—			$	—			$	—			$	—
Operating expenses:
Professional fees			19,170				15,568				32,202				43,309				182,513
General and administrative			7,177				775				7,252				960				10,185
Total operating expenses			26,347				16,343				39,454				44,269				192,699
Loss from continuing operations			(26,347	)			(16,343	)			(39,454	)			(44,269	)			(192,698	)
Other income:
Gain on sale of asset			138,271				—				138,271				—				138,271
Net income (loss) before discontinued operations			111,924				(16,343	)			98,817				(44,269	)			(54,427	)
Provision for income taxes			—				—				—				—				—
Income tax loss			111,924				(16,343	)			98,817				(44,269	)			(54,427	)
Discontinued operations			—				—				—				(606	)			(6,166	)
Net income (loss)		$	111,924			$	(16,343	)		$	98,817			$	(44,875	)		$	(60,594	)
Net income (loss) per share – basic and fully diluted		$	0.01			$	(0.00	)		$	0.01			$	(0.00	)
Weighted average number of shares outstanding from continued operations			13,278,804				12,900,000				13,089,402				12,900,000
Weighted average number of shares outstanding from discontinued operations			13,278,804				12,900,000				13,089,402				12,900,000

 

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

 

Remmington Enterprises, Inc.

(A development stage Company)

Condensed Statements of cash flows

 

										July 15, 2011
		For the Six Months Ended				For the Six Months Ended				(Inception) to
		January 31,				January 31,				January 31,
		2014				2013				2014
Cash flows from operating activities of continuing operations:
Net income (loss)		$	98,817			$	(44,269	)		$	(54,427	)
Net (loss) from discontinued operations			—				(606	)			(6,166	)
Gain on the sale of mining assets			(138,271	)			—				(138,271	)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			33,367				39,744				161,751
Accrued expenses – related party			6,087				—				6,087
Net cash (used) by operating activities of continuing operations			—				(5,131	)			(32,600	)
Cash flows from investing activities of continuing operations:
Purchase of mining claims			—				—				(20,600	)
Net cash (used) in investing activities of continuing operations			—				—				(20,600	)
Cash flows from financing activities of continuing operations:
Proceeds from the sales of common stock – related party			—				—				30,000
Proceeds from the sales of common stock			—				—				23,200
Net cash provided by financing activities of continuing operations			—				—				53,200
Net increase (decrease) in cash			—				(5,131	)			—
Cash – beginning of period			—				11,642				—
Cash – end of period		$	—			$	6,511			$	—
Supplemental disclosures of cash flow information:
Cash paid for interest		$	—			$	—			$	—
Cash paid for taxes		$	—			$	—			$	—
Supplemental non-cash information:
Mining assets sold for assumption of liabilities		$	20,600			$	—			$	20,600
Liabilities assumed in connection with sale of mining assets		$	(158,871	)		$	—			$	(158,871	)

 

The accompanying notes are an integral part of theses financial statements

Remmington Enterprises, Inc.

(A development stage Company)

Notes to Condensed Financial Statements

 

 

Note 1           NATURE OF BUSINESS and Summary of Significant Accounting Policies

 

(A)Nature of Operations

Remmington Enterprises, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on July 15, 2011.  As of January 15, 2014, Remmington Enterprises, Inc. is no longer in the business of precious metal mineral acquisition, exploration and development.

 

During January 2014, the Company underwent a significant change in direction. On January 16, 2014 the former CEO and sole director of the Company, Gary Scroggins resigned and immediately was replaced by Hans Morgan Van Niekerk. Simultaneously, the Company assigned all of the assets as well as relinquished assumption of all the obligations as of that date to Mr. Scroggins. Under the new direction of Mr. Van Niekerk, Remmington Enterprises, Inc. is currently evaluating alternative business opportunities.

 

(B) Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

 

The accompanying unaudited condensed financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of January 31, 2014, and the results of its operations and cash flows for the three and six-months ended January 31, 2014 and the period from July 15, 2011 (inception) to January 31, 2014. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”). The Company believes that the disclosures in the unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. However, the unaudited condensed financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Form S-1/A for the year ended July 31, 2013 filed with the Commission on October 29, 2013.

 

The Company has adopted a July 31 year end.

 

(C) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reported period.  Actual results could differ from those estimates.

Remmington Enterprises, Inc.

(A development stage Company)

Notes to Condensed Financial Statements

 

(D) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.  At January 31, 2014 and July 31, 2013, the Company had no cash equivalents.

 

(E) Impairment of Long-Lived Assets

The Company accounts for its long-lived assets in accordance with ASC Topic 360-10. ASC Topic 360-10 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate.

 

The Company assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value. During the period ended January 31, 2014, no impairment was recognized.

 

(F) Fair Value of Financial Instruments

Financial instruments consist of cash, accounts receivable, accounts payable, notes payable and advances payable. Recorded values of cash, receivables, accounts payable and accrued liabilities approximate fair values due to the short maturities of such instruments. Recorded values for notes payable and related liabilities approximate fair values, since their stated or imputed interest rates are commensurate with prevailing market rates for similar obligations.

 

(G) Earnings (Loss) Per Share

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10. Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of January 31, 2014, there were no potential common shares underlying warrants or options.

 

(H) Revenue Recognition

The Company currently has not generated revenues. Any future revenues earned, primarily through the sale of extracted minerals, will be recognized utilizing the following general revenue recognition criteria: 1) pervasive evidence of an arrangement exists; 2) delivery has occurred; 3) the price to the buyer is fixed or determinable; and 4) collectability is reasonably assured.

 

Delivery on mineral sales is determined to be complete for revenue recognition purposes when title and risk of loss has passed to the customer in accordance with stated contractual terms and there is no future obligations related to the shipment. Title generally passes as the minerals are loaded into transport carriers for delivery to the customer.

 

(I) Income Taxes

Income taxes are accounted for under the asset and liability method in accordance with ASC Topic 740-10. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their

Remmington Enterprises, Inc.

(A development stage Company)

Notes to Condensed Financial Statements

 

(I) Income Taxes, continued

respective tax bases and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. When it is

considered to be more likely than not that a deferred tax asset will not be realized, a valuation allowance is provided for the excess.

 

(J) New Accounting Standards

We do not believe there are any recently issued accounting standards that have not yet been adopted that will have a material impact on the Company’s financial statements.

 

Note 2    Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a net loss from continued operations of $54,427 and a net loss from discontinued operations of $6,166 for the period of July 15, 2011 (Inception) to January 31, 2014.

 

These conditions give rise to doubt about the Company’s ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

 

Note 3     Mining Properties

 

On July 26, 2011, the Company acquired four lode mining claims for cash totaling $20,600. As of January 15, 2014 the Company sold these mining claims as part of the discontinuance of this line of business.

 

Note 4   Related Party Transactions

 

On July 19, 2011, the Company issued 10,000,000 shares of its restricted common stock to its then sole officer and director at a rate of $0.003 per share. (See NOTE 5)

 

Note 5     Stockholders’ (Deficit)

 

We are authorized to issue up to 90,000,000 shares of $0.001 par value common stock and 10,000,000 shares of $0.001 par value preferred stock. The Preferred Stock may be issued in one or more series, with all rights and preferences being determined by the board of directors.

 

Preferred Stock

The voting rights, rate of dividends preference in relation to other classes or series, and rights in the event of liquidation related to shares of Preferred Stock of any series are determined by the board of directors and may vary from time to time.

 

Remmington Enterprises, Inc.

(A development stage Company)

Notes to Condensed Financial Statements

 

 

Note 5     Stockholders’ (Deficit), continued

 

Common Stock

Holders of common stock have voting rights equal to one vote for each share of Common Stock held and are entitled to receive dividends when, and if declared by the board of directors subject to the rights of any Preferred Stock having preference as to dividends. In the event of liquidation or dissolution, subject to the rights of Preferred Stock holders are entitled to share ratably in the Corporations assets. Holders of Common Stock do not have conversion, redemption or preemptive rights.

 

On July 19, 2011, the Company issued 10,000,000 shares of its common stock to its sole officer and director for cash totaling $30,000.

 

During the year ended July 31, 2012, the Company issued a total of 3,000,000 shares of its common stock at a price of $0.008 per share for a total of $23,200 cash and $800 in stock subscriptions receivable. In August 2012 the stock subscription receivable of $800 was considered uncollectible and thus has been written off the books utilizing that effective date.

 

During the period ended January 31, 2014 the Company entered into a stock subscription agreement whereby 2,050,000 common shares were subscribed for at their par value of $2,050.

 

Note 6 Subsequent Events

 

In accordance with ASC 855, management evaluated all activity of the Company through the issue date of the financial statements and concluded that no other subsequent events have occurred that would require recognition or disclosure in the financial statements.

 

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

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

 

Overview

 

We were incorporated in the State of Nevada on July 15, 2011. Until recently, we were an exploration stage mineral exploration company with claims in Hawthorne, Nevada.

 

Since the initiation of this plan of operations, however, we have experienced losses and have been unable to obtain additional finances. In order to pursue our business plan, we would need to obtain additional funding in the form of equity financing from the sale of our common stock or loans. Unfortunately, we have not been able to identify sources of equity financing and do not have any arrangements in place for any future financing. The risky nature of this enterprise and lack of tangible assets places debt financing out of our reach.

 

Because of the difficulties in raising additional funding, we have been presented with the difficult task of re-evaluating our business plan to determine whether it continues to be commercially viable. As a result of our lack of progress so far, the uncertainty regarding the source of our required additional funding and the relatively risky overall nature of our enterprise, management has been evaluating alternative business opportunities.

 

On January 15, 2014, we entered into an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Agreement”) with our former officer and director, Gary A. Scoggins. Pursuant to the Agreement, we transferred all assets related to our mineral exploration business, including our mining claims, to Mr. Scoggins. In exchange for this assignment of assets, Mr. Scoggins agreed to assume and cancel all liabilities relating to our former mineral exploration business.

 

As a result of the Agreement, we are no longer pursuing the mineral exploration business. We are currently evaluating other business opportunities under the direction of new management.

 

Results of Operations for the three and six months ended January 31, 2014 and 2013 and from July 15, 2011 (inception) through January 31, 2014.

 

We have not earned any revenues since our inception. We do not anticipate achieving revenues until we are able to locate a viable business opportunity and implement a successful business plan. We will likely experience net losses for the foreseeable future.

 

We incurred expenses in the amount of $26,347 for the three months ended January 31, 2014, compared to expenses of $16,343 for the three months ended January 31, 2013. We incurred expenses in the amount of $39,454 for the six months ended January 31, 2014, compared to expenses of $44,269 for the six months ended January 31, 2013. We have incurred total expenses of $192,698 from inception on July 15, 2011 through January 31, 2014.

 

On January 15, 2014, we sold our mining claims resulting in $138,271 for the three and six months ended January 31, 2014 that was not experienced in prior periods. As a result, we incurred net income in the amount of $111,924 for the three months ended January 31, 2014, as compared with $16,343 for the same period ended 2013. We incurred net income of $98,817 for the six months ended January 31, 2014, as compared with a net loss of $44,875 for the same period ended 2013. We had a net loss of $60,594 from continued and discontinued operations from inception on July 15, 2011 through January 31, 2014.

 

Our losses are attributable to operating expenses together with a lack of any revenues. Our expenses during the periods reported consisted primarily of professional fees. We anticipate our operating expenses will increase as we continue with our new plan business plan.

 

Liquidity and Capital Resources

 

As of January 31, 2014, we had no current assets and current liabilities of $7,393, consisting entirely of accounts payable and accrued expenses. Thus, we had a working capital deficit of $7,393 as of January 31, 2014.

 

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

 

Going Concern

 

As discussed in the notes to our financial statements, we have no established source of revenue.  This has raised substantial doubt for our auditors about our ability to continue as a going concern.  Without realization of additional capital, it would be unlikely for us to continue as a going concern.

 

Our activities to date have been supported by equity financing.  Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. 

 

Off Balance Sheet Arrangements

 

As of January 31, 2014, there were no off balance sheet arrangements.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

 

Recently Issued Accounting 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.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2014. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Hans Morgan Van Niekerk. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2014, our disclosure controls and procedures are not effective. There have been no changes in our internal controls over financial reporting during the quarter ended January 31, 2014.

 

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Limitations on the Effectiveness of Internal Controls

 

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

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

 

On January 15, 2014, we issued 2,050,000 shares of common stock to ES Partners, Ltd. at a price of $0.001 per share, for total proceeds of $2,050. We did not engage in any general solicitation or advertising and the offer and sale of these shares was exempt under Rule 506 of Regulation D.

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  

SIGNATURES

 

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

 

	Remmington Enterprises, Inc.
Date:	March 17, 2014
By:	/s/ Hans Morgan Van Niekerk Hans Morgan Van Niekerk
Title:	Chief Executive Officer and Director