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EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - Soltera Mining Corp.exh31-1.htm
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - Soltera Mining Corp.exh32-1.htm




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

FORM 10-Q

[X]
QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarterly period ended
   July 31, 2015
   
[    ]
TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from _______________ to _________________
   
Commission file number
   000-51841

SOLTERA MINING CORP.
(Exact name of registrant as specified in its charter)

Nevada
00-0000000
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
3651 Lindell Road, Suite D579, Las Vegas, Nevada
89103
(Address of principal executive offices)
(Zip Code)

303-800-5752
(Registrant's telephone number, including area code)
 
 
(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (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 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   [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company in Rule 12b-2 of the Exchange Act.

Larger Accelerated Filer
[   ]
Accelerated Filer
[   ]
Non-accelerated Filer
[   ]  (Do not check if a 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).
[X] Yes   [   ] No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class
Outstanding at August 28, 2015
common stock - $0.001 par value
98,167,597

Transitional Small Business Disclosure Format (Check one):     Yes [   ]   No [X]
 




2015 Form 10-Q – Q3
Soltera Mining Corp.
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PART I – FINANCIAL INFORMATION

Pursuant to Regulation 13A Reports of issuers of securities registered pursuant to section 12, Reg. §240.13a-13 (c) (2) (i) & (ii), Soltera need not file Part 1 - Financial Information for the following reasons:

·
The registrant is not in the production stage but is engaged primarily in the exploration for the development of mineral deposits other than oil, gas or coal; and
·
The registrant has not been in production during the current fiscal year or the two years immediately prior thereto; and
·
The registrant has not received any receipts from the sale of mineral products or from the operations of mineral producing properties since it does not sell mineral products nor conduct operations of mineral producing properties.












2015 Form 10-Q – Q3
Soltera Mining Corp.
3


PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

Soltera is not a party to any pending legal proceedings and, to the best of Soltera's knowledge, none of Soltera's property or assets are the subject of any pending legal proceedings, with the exception of the following:

Zapaleri Project

Soltera is aware of a potential claim dispute on the Zapaleri Project.  However, management believes that Soltera's ownership rights are in good standing.  If Soltera's ownership rights are lost, Soltera will promptly file a Form 8-K with the SEC disclosing the loss of ownership rights.   The legal dispute affects Incas' rights on the Zapaleri Project and must be solved by the mining Chamber of the Jujuy Province.  Soltera is currently waiting for the decision of the mining Chamber of the Jujuy Province.  As a result of the legal dispute and until it is resolved, Incas is not required to commence any work or expense on this project.  After the solution of the legal dispute, if positive, Incas will have the exclusive right to explore the mineral claims with an option to acquire a 100% interest in the Zapaleri Project upon fulfilling the conditions of the Second Option Agreement.

Ambrian Resources AG

In July 2010 Soltera Mining Corp. was served with a lawsuit by Ambrian Resources AG.  Ambrian sued Soltera for damages on the alleged grounds that Ambrian had negotiated and finalized a binding funding agreement with Soltera during April-June 2010 but instead Soltera chose to enter a financing agreement with another company (Goldlake).  Ambrian also claimed that Soltera used a strategy developed by Ambrian and used information provided by a South African mining engineer who visited the project at Ambrian's expense.  Ambrian was seeking damages in excess of $20 million dollars.

Soltera denied and continued to deny all claims in the lawsuit and retained a Nevada litigator to defend the action brought against it by Ambrian in the State of Nevada.  Soltera was also seeking to have the lawsuit dismissed on the grounds that there was no binding agreement with Ambrian.  On January 23, 2013 a Stipulation and Order for Dismissal was entered by both parties in which all outstanding claims were dismissed with prejudice in consideration of nil. (Visit Clark County Courts Records Inquiry website ref.# A619956 for status.)

See the Form 8-K filed by Soltera on June 18, 2010 for more information on the Goldlake financing agreement.

SEC Administrative Proceeding - Delinquent Filings

On June 17, 2015 the SEC filed an order instituting administrative proceedings against Soltera for failing to file its periodic reports in a timely manner.  The SEC has filed a motion seeking the revocation of the registration with the SEC of Soltera's shares of common stock.  On August 17, 2015 Soltera filed a response to the SEC's motion objecting to the revocation of the registration of Soltera's common stock based on the fact that Soltera is no longer delinquent in the filing of its periodic reports with the SEC.  Soltera has also filed a motion to set the administrative proceeding to trial.  The SEC has an opportunity to file a reply to Soltera's response, but has not done so to date.

Item 1A.  Risk Factors.

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



2015 Form 10-Q – Q3
Soltera Mining Corp.
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Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter of the fiscal year covered by this report, (i) Soltera did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) Soltera did not sell any unregistered equity securities.

Item 3.  Defaults Upon Senior Securities.

During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of Soltera.  Also, during this quarter, no material arrearage in the payment of dividends has occurred.

Item 4.  Mining Safety Disclosures.

There are no current mining activities at the date of this report.  Soltera is not an operator of any mine and has not been an operator of any mine during the time period covered by this report.

Item 5.  Other Information.

During the quarter of the fiscal year covered by this report, Soltera reported all information that was required to be disclosed in a report on Form 8-K.

Soltera has adopted a financial code of ethics that applies to all its executive officers and employees, including its CEO and CFO.  See Exhibit 14 – Code of Ethics for more information.  Soltera undertakes to provide any person with a copy of its financial code of ethics free of charge.  Please contact Fabio Montanari at (303) 800-5752 to request a copy of Soltera's financial code of ethics.  Management believes Soltera's financial code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Item 6.  Exhibits.

(a)
Index to and Description of Exhibits

All Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to Soltera's previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-51841 and SEC File Number 333-131232.

Exhibit
Description
Status
     
3.1
Articles of Incorporation of Atlin Mineral Exploration Corp., filed as an Exhibit to Soltera's Form SB-2 filed on January 24, 2006 and incorporated herein by reference.
Filed
     
3.2
By-Laws of Atlin Mineral Exploration Corp., filed as an Exhibit to Soltera's Form SB-2 filed on January 24, 2006 and incorporated herein by reference.
Filed
     
3.3
Certificate of Amendment of Soltera Mining Corp. dated May 30, 2007, filed as an Exhibit to Soltera's Form 8-K filed on May 31, 2007 and incorporated herein by reference
Filed
     
3.4
Articles of Incorporation of Incas (translated), filed as an Exhibit to Soltera's Form 10-KSB (Annual Report) on February 21, 2008 and incorporated herein by reference.
Filed
     
3.5
Licence of Atzek Mineral SA de CV dated September 25, 2007, filed as an Exhibit to Soltera's Form 8-K (Current Report) on March 10, 2008 and incorporated herein by reference.
Filed


2015 Form 10-Q – Q3
Soltera Mining Corp.
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Exhibit
Description
Status
     
3.6
Articles of Incorporation of Atzek Mineral SA de CV dated September 25, 2007, filed as an Exhibit to Soltera's Form 8-K (Current Report) on March 10, 2008 and incorporated herein by reference.
Filed
     
3.7
Certificate of Amendment of Soltera Mining Corp. dated July 23, 2008, filed as an Exhibit to Soltera's Form 8-K filed on October 1, 2008, and incorporated herein by reference.
Filed
     
3.8
Act of Incorporation for Albanian Mines Company sh.a., filed as an Exhibit to Soltera's Form 8-K (Current Report) on October 23, 2008 and incorporated herein by reference.
Filed
     
10.1
Property Agreement dated September 22, 2005 between Atlin Mineral Exploration Corp. and Nadwynn Sing, filed as an Exhibit to Soltera's Form SB-2 filed on January 24, 2006 and incorporated herein by reference.
Filed
     
10.2
Trust Agreement dated September 22, 2005 between Atlin Mineral Exploration Corp. and Nadwynn Sing, filed as an Exhibit to Soltera's Form SB-2 filed on January 24, 2006 and incorporated herein by reference.
Filed
     
10.3
Management Agreement dated May 1, 2007 between Atlin Mineral Exploration Corp. and Nadwynn Sing, filed as an Exhibit to Soltera's Form 8-K filed on May 2, 2007 and incorporated herein by reference.
Filed
     
10.4
Letter Agreement dated May 22, 2007 between Atlin Mineral Exploration Corp. and Decoors Mining Corp., filed as an Exhibit to Soltera's Form 8-K filed on May 29, 2007 and incorporated herein by reference.
Filed
     
10.5
Stock Acquisition Agreement dated July 24, 2007 between Soltera Mining Corp. and Fabio Montanari, filed as an Exhibit to Soltera's Form 8-K (Current Report) on August 2, 2007 and incorporated herein by reference.
Filed
     
10.6
First Option Agreement dated July 6, 2007 between Antonio Augustin Giulianotti and Incas Mineral, S.A., filed as an Exhibit to Soltera's Form 8-K (Current Report) on August 2, 2007 and incorporated herein by reference.
Filed
     
10.7
Second Option Agreement dated July 6, 2007 between Manuel Bernal Mateo and Incas Mineral, S.A., filed as an Exhibit to Soltera's Form 8-K (Current Report) on August 2, 2007 and incorporated herein by reference.
Filed
     
10.8
Share Transfer Agreement dated July 24, 2007 between Nadwynn Sing and Fabio Montanari, filed as an Exhibit to Soltera's Form 8-K (Current Report) on August 2, 2007 and incorporated herein by reference.
Filed
     
10.9
Loan Agreement dated July 30, 2007 among Soltera Mining Corp., Incas Mineral, S.A., and Antonio Augustin Giulianotti, filed as an Exhibit to Soltera's Form 8-K (Current Report) on August 2, 2007 and incorporated herein by reference.
Filed
     
10.10
Share Transfer Agreement Amendment #1 dated August 20, 2007 between Nadwynn Sing and Fabio Montanari, filed as an Exhibit to Soltera's Form 8-K (Current Report) on September 14, 2007 and incorporated herein by reference.
Filed
     
10.11
Management Agreement dated August 29, 2007, between Soltera Mining Corp. and Nadwynn Sing, filed as an Exhibit to Soltera's Form 8-K (Current Report) on September 24, 2007 and incorporated herein by reference.
Filed


2015 Form 10-Q – Q3
Soltera Mining Corp.
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Exhibit
Description
Status
     
10.12
Bare Trust dated July 24, 2007, filed as an Exhibit to Soltera's Form 10-KSB (Annual Report) on February 21, 2008 and incorporated herein by reference.
Filed
     
10.13
Assignment Agreement dated February 29, 2008 between Soltera Mining Corp. and Fabio Montanari, filed as an Exhibit to Soltera's Form 8-K (Current Report) on March 10, 2008 and incorporated herein by reference.
Filed
     
10.14
Option Agreement dated March 21, 2007 among TNR Gold Corp., Antonio Augustin Giulianotti, and Fabio Montanari, filed as an Exhibit to Soltera's Form 8-K (Current Report) on March 10, 2008 and incorporated herein by reference.
Filed
     
10.15
Stock Acquisition Agreement dated February 29, 2008 between Soltera Mining Corp. and Fabio Montanari, filed as an Exhibit to Soltera's Form 8-K (Current Report) on March 10, 2008 and incorporated herein by reference.
Filed
     
10.16
Cananea Exploration Agreement with an Option to Purchase dated September 25, 2007 among Atzek Mineral S.A. de C.V. and Luis Enrique Fierros Hernandez, Rossina Hernandez Baldenebro, Luigi Meglioli, and Dagoberto Gomez Y Hoyuela, filed as an Exhibit to Soltera's Form 8-K (Current Report) on March 10, 2008 and incorporated herein by reference.
Filed
     
10.17
Colorada Exploration Agreement with an Option to Purchase dated September 26, 2007 among Atzek Mineral S.A. de C.V. and Rafael Vila Melendez, Luis Enrique Vila Mazon, José Vila Mazon, and Beatriz Ontiveros Felix, filed as an Exhibit to Soltera's Form 8-K (Current Report) on March 10, 2008 and incorporated herein by reference.
Filed
     
10.18
Irrevocable Offer dated April 1, 2009 among Antonio Agustin Giulianotti, Soltera Mining Corp., and TNR Gold Corp., filed as an Exhibit to Soltera's Form 8-K (Current Report) on May 13, 2009 and incorporated herein by reference.
Filed
     
10.19
Assignment Agreement dated March 29, 2010 among Fabio Montanari, Incas Mineral, S.A., and Soltera Mining Corp., filed as an Exhibit to Soltera's Form 8-K (Current Report) on April 6, 2010 and incorporated herein by reference.
Filed
     
10.20
Joint-Venture or Joint Enterprise Agreement dated February 8, 2010 between Antonio Augustin Giulianotti and Fabio Montanari, filed as an Exhibit to Soltera's Form 8-K (Current Report) on April 6, 2010 and incorporated herein by reference.
Filed
     
10.21
Exploration Contract with an Option to Purchase dated February 8, 2010 between Antonio Augustin Giulianotti and Fabio Montanari, filed as an Exhibit to Soltera's Form 8-K (Current Report) on April 6, 2010 and incorporated herein by reference.
Filed
     
10.22
Financing Agreement dated June 9, 2010 between Soltera Mining Corp. and Goldlake Italia S.p.A., filed as an Exhibit to Soltera's Form 8-K (Current Report) on June 18, 2010 and incorporated herein by reference.
Filed
     
10.23
Financing Agreement dated February 7, 2014 between Soltera Mining Corp. and GTS Gold Trading Services DMCC, filed as an Exhibit to Soltera's Form 8-K (Current Report) on March 13, 2014 and incorporated herein by reference.
Filed
     
10.24
Renegotiation Agreement dated February 20, 2014 between Antonio Augustin Giulianotti and Incas Mineral, S.A., filed as an Exhibit to Soltera's Form 8-K (Current Report) on March 13, 2014 and incorporated herein by reference.
Filed


2015 Form 10-Q – Q3
Soltera Mining Corp.
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Exhibit
Description
Status
     
14
Code of Ethics, filed as an Exhibit to Soltera's Form 10-QSB (Quarterly Report) on September 18, 2007 and incorporated herein by reference.
Filed
     
31
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Included
     
32
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Included
     
99.1
Disclosure Committee Charter, filed as an Exhibit to Soltera's Form 10-K (Annual Report) on August 28, 2009 and incorporated herein by reference.
Filed












2015 Form 10-Q – Q3
Soltera Mining Corp.
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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, Soltera Mining Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.

       
SOLTERA MINING CORP.
         
         
Dated:
August 28, 2015
 
By:
FABIO MONTANARI
       
Name:
Fabio Montanari
       
Title:
CEO and CFO
         
(Principal Executive Officer and
         
Principal Financial Officer)