Attached files
| file | filename |
|---|---|
| EX-32.1 - CERTIFICATION - NOBLE CONSOLIDATED INDUSTRIES CORP | noble_10q-ex3201.htm |
| EX-31.2 - CERTIFICATION - NOBLE CONSOLIDATED INDUSTRIES CORP | noble_10q-ex3102.htm |
| EX-32.2 - CERTIFICATION - NOBLE CONSOLIDATED INDUSTRIES CORP | noble_10q-ex3202.htm |
| EX-31.1 - CERTIFICATION - NOBLE CONSOLIDATED INDUSTRIES CORP | noble_10q-ex3101.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
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x
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the quarterly period ended: September 30,
2009
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o
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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Commission
File Number: 000-31042
Noble Consolidated
Industries Corp
(Exact
name of registrant as specified in its charter)
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Nevada
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33-0843633
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(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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1280 Alexandria Court, McCarran,
Nevada 89434
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(Address
of principal executive offices)
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775-343-1000
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(Registrant’s
telephone number, including area code)
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U.S.
Canadian Minerals, Inc.
161-939
Peace Portal Drive
Blaine,
Washington 98230
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(Former
name, former address and former fiscal year, if changed since last
report)
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Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the issuer was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days x
Yes o 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,” “non-accelerated filer,” and “a smaller reporting company”
in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). o Yes x No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ¨ No ¨
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 60,017,464 common shares and 600
Preferred “A” shares as of September 30, 2009.
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TABLE OF CONTENTS
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| Page | ||
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Item
1.
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F-1
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Item
2.
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1
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Item
3.
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4
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Item
4.
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4
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Item
1.
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4
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Item
1A.
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4
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Item
2.
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4
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Item
3.
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5
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Item
4.
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5
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Item
5.
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5
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Item
6.
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6
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Item
1. Financial
Statements
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Our
unaudited consolidated financial statements included in this Form 10-Q are
as follows:
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F-2
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Unaudited
Consolidated Balance Sheet as of September 30, 2009 and audited Balance
Sheet as of December 31, 2008;
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F-3
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Unaudited
Consolidated Statements of Operations for the three months ended September
30, 2009 and September 30, 2008, for the nine months ending September 30,
2009 and September 30, 2008, and from reclassification as an exploration
stage company on January 9, 2004 to September 30, 2009;
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F-4
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Unaudited
Consolidated Statements of Cash Flows for the three months ended September
30, 2009 and 2008 and from reclassification as an exploration stage
company on January 9, 2004 to September 30, 2009;
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F-5
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Notes
to Unaudited Consolidated Financial
Statements.
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These
unaudited consolidated 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 September 30, 2009 are not necessarily
indicative of the results that can be expected for the full year.
F-1
NOBLE
CONSOLIDATED INDUSTRIES CORP (fka U.S. Canadian Minerals)
(A
Development Stage Company)
(Unaudited)
Balance Sheets
ASSETS
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September
30,
2009
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December
31,
2008
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|||||||
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(Unaudited)
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||||||||
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CURRENT
ASSETS
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||||||||
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Cash
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$ | 4,215 | $ | 2,032 | ||||
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Prepaid
expenses
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9,500 | - | ||||||
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Total
Current Assets
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13,715 | 2,032 | ||||||
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NET
FIXED ASSETS
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1,089,200 | - | ||||||
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OTHER
ASSETS
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||||||||
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Other
receivables
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10,000 | - | ||||||
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Mineral
properties
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1,661,253 | - | ||||||
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Total
Other Assets
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1,671,253 | - | ||||||
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TOTAL
ASSETS
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$ | 2,774,168 | $ | 2,032 | ||||
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LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
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||||||||
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CURRENT
LIABILITIES
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||||||||
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Accounts
payable and accrued expenses
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$ | 631,073 | $ | 862,034 | ||||
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Short
Term Loan
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200,500 | - | ||||||
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Due
to related parties
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72,366 | 22,366 | ||||||
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Total
Current Liabilities
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903,939 | 884,400 | ||||||
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LONG
TERM LIABILITIES
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||||||||
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Due
to related parties – long term
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- | - | ||||||
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Total
Liabilities
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903,939 | 884,400 | ||||||
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STOCKHOLDERS’
EQUITY (DEFICIT)
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||||||||
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Preferred
stock – Series A; $0.001 par value;
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||||||||
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1,000,000
shares authorized; 600 shares issued and outstanding
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130 | 130 | ||||||
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Common
stock – Series A; $0.001 par value;
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||||||||
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200,000,000
shares authorized; 60,017,464 shares
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||||||||
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shares
issued and outstanding. respectively
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7,817 | 5,322 | ||||||
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Treasury
stock
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1,000 | 1,000 | ||||||
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Additional
paid-in capital
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24,396,469 | 22,919,964 | ||||||
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Deficit
accumulated during the exploration stage
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(22,535,187 | ) | (23,808,784 | ) | ||||
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Total
Stockholders’ Equity (Deficit)
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1,870,229 | (882,368 | ) | |||||
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TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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$ | 2,774,168 | $ | 2,032 | ||||
The
accompanying notes are an integral part of these financial
statements.
F-2
NOBLE
CONSOLIDATED INDUSTRIES CORP (fka U.S. Canadian Minerals)
(A
Development Stage Company)
Statements
of Operations
(Unaudited)
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For
the Three Months Ended
September
30,
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For
the Nine Months Ended
September
30,
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From
Inception
on
January 1, 2004 Through
September
30,
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||||||||||||||||||
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2009
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2008
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2009
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2008
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2009
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REVENUES
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$ | - | $ | 3,000 | $ | - | $ | - | $ | 136,524 | ||||||||||
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COST
OF REVENUES
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- | - | - | - | 12,778 | |||||||||||||||
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GROSS
MARGIN
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- | 3,000 | - | - | 123,746 | |||||||||||||||
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OPERATING
EXPENSES
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||||||||||||||||||||
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General
and administrative
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896,246 | 715,807 | 329,737 | 204,006 | 9,280,876 | |||||||||||||||
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Total
Operating Expenses
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896,246 | 715,807 | 329,737 | 204,006 | 9,280,876 | |||||||||||||||
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LOSS
FROM OPERATIONS
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(896,246 | ) | (712,807 | ) | (329,737 | ) | (204,006 | ) | (9,157,130 | ) | ||||||||||
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OTHER
INCOME AND (EXPENSE)
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||||||||||||||||||||
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Interest
expense
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- | (3,664 | ) | - | (1,480 | ) | (250,303 | ) | ||||||||||||
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Gain
on sale of assets
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- | - | - | - | 256,873 | |||||||||||||||
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Total
Other Income (Expense)
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- | (3,664 | ) | - | (1,480 | ) | 6,570 | |||||||||||||
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LOSS
FROM CONTINUING OPERATIONS
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(896,246 | ) | (716,471 | ) | (329,737 | ) | (205,486 | ) | (9,150,560 | ) | ||||||||||
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LOSS
FROM DISCONTINUED OPERATIONS
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- | - | - | - | (537,986 | ) | ||||||||||||||
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NET
LOSS
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$ | (896,246 | ) | $ | (716,471 | ) | $ | (329,737 | ) | $ | (205,486 | ) | $ | (9,688,546 | ) | |||||
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BASIC
LOSS PER SHARE
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||||||||||||||||||||
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Continuing
Operations
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$ | (0.05 | ) | $ | (0.17 | ) | $ | (0.02 | ) | $ | (0.04 | ) | ||||||||
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Discontinued
Operations
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$ | - | $ | - | $ | - | $ | - | ||||||||||||
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WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
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17,179,823 | 4,289,554 | 17,179,823 | 4,808,029 | ||||||||||||||||
The
accompanying notes are an integral part of these financial
statements.
F-3
NOBLE
CONSOLIDATED INDUSTRIES CORP (fka U.S. Canadian Minerals)
(A
Development Stage Company)
Statements
of Cash Flows
(Unaudited)
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For
the Nine Months Ended
September
30,
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From
Inception on January 1, 2004 Through
September
30,
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|||||||||||
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2009
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2008
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2009
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||||||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES
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||||||||||||
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Net
loss
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$ | (896,246 | ) | $ | (716,471 | ) | $ | (9,094,494 | ) | |||
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Discontinued
operations
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- | - | (1,265,877 | ) | ||||||||
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Adjustment
to accrued expenses
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407,525 | - | 407,525 | |||||||||
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Adjustments
to reconcile net loss to net cash used by operating
activities:
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||||||||||||
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Stock
issued for services
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- | 21 | 1,432,458 | |||||||||
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Stock
based compensation
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43,000 | - | 1,113,983 | |||||||||
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Depreciation
expense
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- | - | 14,976 | |||||||||
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Changes
in operating assets and liabilities
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||||||||||||
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(Increase)
decrease in prepaid expenses
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(9,500 | ) | - | (9,500 | ) | |||||||
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Increase
(decrease) in accounts payable and accrued expenses
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(83,096 | ) | 714,169 | 1,160,610 | ||||||||
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Net
Cash Used in Operating Activities
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(538,317 | ) | (2,281 | ) | (6,240,319 | ) | ||||||
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CASH
FLOWS FROM INVESTING ACTIVITIES
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||||||||||||
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Additions
to property and equipment
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- | - | (1,785,299 | ) | ||||||||
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Other
receivables
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(10,000 | ) | - | (925,239 | ) | |||||||
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Proceeds
from mineral properties
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- | - | 551,227 | |||||||||
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Proceeds
from investments
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- | - | 704,783 | |||||||||
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Additions
to investments
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- | - | (1,517,163 | ) | ||||||||
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Net
Cash Used in Investing Activities
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(10,000 | ) | - | (2,971,691 | ) | |||||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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||||||||||||
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Proceeds
from loans
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250,500 | 524 | 2,493,929 | |||||||||
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Repayment
of loans
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- | (1,781 | ) | (142,718 | ) | |||||||
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Recission
of common stock
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- | - | (879,500 | ) | ||||||||
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Proceeds
from common stock and preferred stock
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300,000 | 3,467 | 7,744,514 | |||||||||
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Net
Cash Provided by Financing Activities
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550,500 | 2,210 | 9,216,225 | |||||||||
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NET
DECREASE IN CASH
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2,183 | (71 | ) | 4,215 | ||||||||
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CASH
AT BEGINNING OF PERIOD
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2,032 | 4,707 | - | |||||||||
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CASH
AT END OF PERIOD
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$ | 4,215 | $ | 4,636 | $ | 4,215 | ||||||
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SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION
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||||||||||||
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CASH
PAID FOR:
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||||||||||||
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Interest
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$ | - | $ | - | $ | 165,175 | ||||||
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Income
Taxes
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$ | - | $ | - | $ | - | ||||||
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NON
CASH FINANCING ACTIVITIES
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||||||||||||
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Stock
issued for mineral properties
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$ | - | $ | - | $ | 45,000 | ||||||
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Stock
issued for accounts payable
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$ | 62,000 | $ | - | $ | 62,000 | ||||||
The
accompanying notes are an integral part of these financial
statements.
F-4
NOBLE
CONSOLIDATED INDUSTRIES CORP. & SUBSIDIARY
(formerly
U.S. Canadian Minerals, Inc.)
(A
Development Stage Company)
Notes to
the Condensed Consolidated Financial Statements
(Unaudited)
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NOTE
1 -
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BASIS
OF FINANCIAL STATEMENT
PRESENTATION
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The
accompanying unaudited condensed consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted in accordance with
such rules and regulations. The information furnished in the interim
condensed consolidated financial statements includes normal recurring
adjustments and reflects all adjustments, which, in the opinion of management,
are necessary for a fair presentation of such financial
statements. Although management believes the disclosures and
information presented are adequate to make the information not misleading, it is
suggested that these interim condensed consolidated financial statements be read
in conjunction with the Company’s audited financial statements and notes thereto
included in its December 31, 2008 Annual Report on Form
10-KSB. Operating results for the three-months ended September 30,
2009 are not necessarily indicative of the results to be expected for year
ending December 31, 2009.
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NOTE
2 -
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GOING
CONCERN CONSIDERATIONS
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The
accompanying condensed consolidated financial statements have been prepared
using generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. As reported in its Annual Report on
Form 10-KSB, for the year ended December 31, 2008, the Company has incurred
operating losses of $8,254,314 from inception of the Company through December
31, 2008. The Company’s stockholders’ deficit at December 31, 2008
was $882,368. Additionally, the Company has sustained additional
operating losses for the nine months ended September 30, 2009 of $896,246 as
well as negative cash flows from operations. These factors combined,
raise substantial doubt about the Company’s ability to continue as a going
concern.
The
Company has not yet established an ongoing source of revenues sufficient to
cover its operating costs and allow it to continue as a going concern. The
ability of the Company to continue as a going concern is dependent on the
Company obtaining adequate capital to fund operating losses until it becomes
profitable. If the Company is unable to obtain adequate capital, it could be
forced to cease operations.
In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually attain profitable operations. The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
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NOTE
3 -
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MATERIAL
EVENTS
|
On July
7, 2009, the Company negotiated a settlement with MPower, Inc., a private New
Nevada corporation, in relation to a $73,500 judgment against the Company. In
consideration for payment of the sum of $25,000 and delivery of 20,000 common
shares in the capital stock of the Company, MPower, Inc. released the Company
from all further claims with respect to the matters addressed in the suit and
consented to the filing of an Order to Dismiss in the District Court of Clark
County, Nevada.
On July
15, 2009, the Company completed a share exchange with Noble Technologies Corp, a
private Nevada corporation (“Noble Tech”), engaged in the processing of
mineralized concentrates for American mine owners and operators. The Company
issued 400,000 Class A preferred shares (the “Company Shares”) which were
delivered to the 22 common shareholders of Noble Tech in consideration for
delivery to the Company of 400,000 common shares representing 100% of the
issued capital stock of Noble Tech. The issuance and delivery of the Company
Shares effected not only a change in control of the Company but also rendered
Noble Tech a wholly owned subsidiary of the Company
F-5
NOBLE CONSOLIDATED INDUSTRIES CORP. & SUBSIDIARY
(formerly
U.S. Canadian Minerals, Inc.)
(A
Development Stage Company).
Notes to
the Condensed Consolidated Financial Statements
(Unaudited)
On July
16, 2009, the director of the Company, Van der Bok Busboom, appointed Thomas E.
Barton Chown and Mark A. Kersey to serve as directors of the Company until the
next annual meeting of the Company’s shareholders and, on the same date, the
directors of the Company appointed Thomas E. Barton Chown to act as General
Counsel to and President of the Company and Mark A. Kersey to act as
Vice-President, Chief Financial Officer and Secretary of the
Company.
On July
16, 2009, Van der Bok Busboom resigned as officer and director of the Company
and two material management consulting agreements with First Star Strategies,
Inc. and Maria Regina Caeli Management Corp were terminated.
In the
period between July 15, 2009 and August 11, 2009, the 22 former shareholders of
Noble Tech converted the Company Shares into 40,000,000 common shares in the
capital stock of the Company.
On August
12, 2009, the Securities and Exchange Commission issued an Order to Suspend
Trading (the “Order”) in relation to the common shares of the Company. The Order
was effective for the period from 9:30am on August 12, 2009 through 11:59pm on
August 25, 2009. The Order indicated that “questions have been raised about the
accuracy and adequacy of publically disseminated information concerning, among
other things, U.S. Canadian Mineral’s liabilities, share issuances, recent
merger transaction, business prospects and recently acquired purported
assets”.
On
September 16, 2009, the Company executed a Mutual Release with First Star
Strategies, Inc. which, among other things, effected a $631,638.36 reduction in
the Company’s accounts payable.
|
NOTE
4 -
|
SUBSEQUENT
EVENTS
|
On
October 1, 2009, the Company received a Certificate of Amendment from the
Secretary of State for the State of Nevada which acknowledged a change in the
name of the Company from U.S. Canadian Minerals, Inc. to Noble Consolidated
Industries Corp.
On
October 9, 2009, the Company effectively changed its registrar and transfer
agent from Pacific Stock Transfer Company to Interwest Transfer Co.,
Inc.
On
October 20, 2009, the Company executed a Mutual Release with Maria Regina Caeli
Management Corp which, among other things, secured a $556,313.86 reduction in
the Company’s accounts payable.
On
October 21, 2009, the Company transferred all of its right, title and interest
in the 260 acres of contiguous minerals rights in Mohave County, Arizona that
comprise the C.O.D. Project to Costena Resources, Inc., a private Florida
corporation (“Costena”) in consideration for a $2,500,000 convertible promissory
note that bears interest at the rate of 10% per annum through its 1 year term.
In the event that Costena files a registration statement with the Securities and
Exchange Commission and is called for trading on an American stock exchange or
otherwise makes a market for its common shares, the Company shall have the right
to convert the whole or any part of the principal secured and/or interest due
under the Costena note into common shares of Costena at a conversion price
equivalent to a 20% discount to the average closing price of Costena’s common
shares as quoted on such stock exchange or trading facility through which a
market for Costena’s common shares may be made for the 5 trading days prior to
the Company’s notice of intention to convert as required under the Costena note.
The Costena note will be shown as a current asset on the balance sheet of the
Company for the year ended December 31, 2009.
F-6
Forward
Looking Statements
This
Management’s Discussion and Analysis of Financial Condition and Results of
Operations and other sections of this Report contain forward-looking statements
within the meaning of the Securities Litigation Reform Act of 1995 that are
based on Current expectations, estimates and projections about our business,
management’s beliefs and assumptions made by management. Words such as
“expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”,
“should”, “could” and variations of such words and similar expressions are
intended to identify such forward-looking statements. Theses statements are not
guarantees of future performance and involve risks and uncertainties that are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such forward-looking
statements due to numerous factors including our ability to obtain capital to
repay our debt and fund ongoing operations; our ability to fully implement our
business plan; our ability to take advantage of new business opportunities as
they arise; general economic and business conditions, both nationally and in our
immediate regional market; the effect of government regulation in our industry;
financing plans and the impact of our competition; anticipated trends in our
business, and other risks discussed from time to time in our other Securities
and Exchange Commission filings and reports, including our annual report on Form
10-KSB for the year ended December 31, 2008. In addition, such statements could
be affected by general industry and market conditions and growth rates, and
general domestic and international economic conditions. Such forward-looking
statements speak only as of the date on which they are made and we do not
undertake any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this Report.
Our
website address is www.nobleconsolidated.com
. You can also read and copy any materials we file with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You can
obtain additional information about the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet
site ( www.sec.gov ) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, including the
Company.
Overview
Noble
Consolidated Industries Corp (the “Company”), through its wholly owned
subsidiary, Noble Technologies Corp (“Noble”) is a “down stream” service
provider to mine owners and operators in the United States. Noble is not itself
a mining company but rather a service provider to the mining industry and, as
such, has positioned itself to take commercial advantage of currently high
global commodity prices without the risk associated with mine exploration or the
capital and operating costs associated with mine development and operation.
Noble conducts its business and mineral processing operations at a 31,000 square
foot facility located in McCarran, Nevada, approximately 15 miles east of Reno,
Nevada and just south of U.S. Interstate 80.
Noble has
not yet commenced operations at the McCarran plant. Management of Noble has
applied for all county and state permits required to install and operate the
equipment required to process mineralized concentrates on a basis consistent
with the Company’s business plan. Noble has received both a Building Permit
and a temporary Business License from Storey County, Nevada and, accordingly,
has commenced installation of the equipment required to process mineralized
concentrates. Noble will commence operations upon receipt of the required air
quality, water and mining permits from the State of Nevada.
1
The
service to be provided by Noble involves the utilization of processing equipment
in a manner to designed to optimize recovery of precious and/or base metals in
the processing of mineralized concentrates into dore bars. On behalf of the
Company, Noble contracts with the owner of the concentrates and is compensated
upon monetization of the dore. Noble’s revenue model involves negotiating the
retention of a percentage of the net funds realized from monetization of the
dore after deduction of all costs associated with production of the dore. The
percentage of the net funds retained by Noble is a function of the precious
and/or base metal content in the concentrates delivered for
processing.
RESULTS
OF OPERATIONS
The
Company has achieved no significant revenue or profits to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. The Company incurred a net loss of approximately $896,246 for the nine
months ended September 30, 2009, compared with a net loss of $712,807 for the
nine months ended September 30, 2008. The larger loss in 2009 is primarily due
to the costs associated with the re-organization of the Company, the adoption
and implementation of a materially different business plan, the settlement of
one judgment and one law suit against the Company, and the payment of old
accounts payable incurred by previous management.
The
Company’s 2009 activities to date have been financed primarily through the
private placement of securities by its wholly owned subsidiary, Noble, and by
loans from shareholders.
Liquidity
and Capital Resources
Liquidity
is the ability of a company to generate adequate amounts of cash to meet its
needs for cash. Over the past fiscal quarter our principal sources of liquidity
encompassed cash provided from the private placement of Noble’s securities and
shareholder loans. Our principal uses of liquidity generally include execution
of the Company’s business plan, specifically the application for required county
and state permits, the assembly of the processing equipment into an efficient
production line, preparation and filing of all regulatory reports, professional
fees, payroll and related expenses. Information regarding
our cash flows for the three months ended September 30, 2009 is presented in our
condensed, consolidated statements of cash flows contained in this Form 10-Q,
and is further discussed below.
At
September 30, 2009, the Company’s cash and prepaid expenses totaled $13,715 in
available resources to fund $631,073 in accounts payable and accrued expenses.
While management anticipates the commencement of Noble’s operations in the first
quarter of the 2010 fiscal period, expenses will exceed revenues for the
foreseeable future. Additional sources of cash will be necessary in the final
quarter of the 2009 fiscal period and the first quarter of the 2010 fiscal
period to fund the cash shortfall.
As of
September 30, 2009, the Company had a working capital surplus (current assets
minus current liabilities) of $1,870,229 as compared to a deficit of $882,368
under the Company’s previous management on December 31, 2008 (our last fiscal
year end).
Since its
inception the Company has had limited operating capital, and has relied heavily
on debt and equity financing. Without additional capital, it is unlikely that
the Company can continue as a going concern. The Company plans to raise
operating capital via debt and equity offerings. However, there are no
assurances that such offerings will be successful or sufficient to fund the
operations of the Company. In the event the offerings are insufficient, the
Company has not formulated a plan to continue as a going concern. Moreover, if
such offerings are successful, they may result in substantial dilution to the
existing shareholders.
2
Write-Down
of Property Assets – Mineral Rights and Investment Assets
In the
3rd Quarter of 2009 there were no write downs or impairments of value of
property assets, mineral rights or investment assets.
Off
Balance Sheet Arrangements
As of
September 30, 2009, the Company was not a party to any off balance sheet
arrangements.
Going
Concern
As shown
in the accompanying financial statements, we have incurred a net loss of
$9,150,560 since inception. To achieve profitable operations, we require
additional capital for marketing purposes in the effort to identify and secure
more mineralized concentrates for processing through Noble’ s McCarran facility.
Our management believes that sufficient funding will be available to meet our
business objectives including anticipated cash needs for working capital and is
currently evaluating several financing options. However, there can be no
assurance that we will be able to obtain sufficient funds to continue and, if
successful, to commence the sale of our projects .As a result of the foregoing,
there exists substantial doubt about our ability to continue as a going
concern.
Critical
Accounting Policies
Basis of
Presentation
These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in US dollars. The Company’s fiscal year-end is December 31. The Company has not
realized revenues from its intended operations as of September 30, 2009 and is
classified as a development stage enterprise.
Revenue
recognition
The
Company will recognize revenue from the performance of its services and/or sale
of its products in accordance with Securities and Exchange Commission Staff
Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial
Statements”. Revenue will be recognized only when the price is fixed or
determinable, persuasive evidence of an arrangement exists, the service is
provided, and collectability is assured. The Company had revenues of $-0- during
the quarter ended September 30, 2009.
Use of Estimates -
The preparation of these financial statements in conformity with generally
accepted accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent 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 valuation allowances on accounts receivable and
inventory, valuation and amortization policies on property and equipment, and
valuation allowances on deferred income tax losses. 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.
3
Non-applicable.
|
Item
4.
|
Non-applicable.
|
Item
4(T).
|
Controls
and Procedure.
|
Our
management is responsible for maintaining disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)), designed to insure that information we
are required to disclose in the reports that we file or submit under the
Exchange Act is recorded, summarized, processed and reported, within the time
frames specified in the Securities and Exchange Commission’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the issuer’s management, including its principal
executive officer or officers and principal financial officer or officers, or
persons performing similar functions, as appropriate to allow timely decisions
regarding timely disclosure.
The
Company has evaluated the effectiveness of the design and operation of its
disclosure controls and procedures as of September 30, 2009 (the “Evaluation
Date”). Such evaluation was conducted by the Company’s principal executive
officer and its principal financial officer. Based upon such evaluation, the
Company’s principal executive officer and principal financial officer have
concluded that, as of the Evaluation Date, the Company’s controls and disclosure
procedures were effective. There have been changes in the Company’s internal
controls over financial reporting that occurred during the Company’s most recent
fiscal quarter, that have materially affected, or are reasonably likely to
materially affect, the Company’s internal controls over financial
reporting.
|
Item
1.
|
As of
September 30, 2009, the Company is not a party to any litigation or other legal
proceeding.
|
Item
1A.
|
Non-applicable
to smaller reporting companies.
|
(a)
|
During
the three months ended September 30, 2009, the Company issued the
following equity securities in transactions exempt from the registration
requirements of the Securities Act of 1933, as amended, afforded by
Section 4(2) thereof:
|
On July
15, 2009, the Company issued an aggregate of 400,000 Class A preferred shares of
the Company’s capital stock to the 22 shareholders of Noble Technologies Corp in
consideration for delivery to the Company of 400,000 common shares representing
100% of the issued capital stock of Noble Technologies Corp.
4
|
Item
3.
|
None
None
|
Item
5.
|
British Columbia Securities
Commission Claim of Jurisdictional Authority over the Company based on Canadian
National Instrument 51-509
On June
26, 2009 the British Columbia Securities Commission (“BCSC”) notified the
Company that, based on section 3 of NI 51-509 and the BCSC’s assertion that the
business of the Company was directed or administered from British Columbia on or
after September 15, 2008, the Company was a reporting issuer under
the Securities Act of British Columbia (as amended). The Company disagrees with
the position of the BCSC and has retained the services of a law firm based in
British Columbia to contest this matter on behalf of the Company.
Information from current
reports recently filed by the Company on Form 8-K
On July
20, 2009, the Company filed a Current Report on Form 8-K advising as to
completion of the share exchange between the Company and Noble Technologies Corp
on July 15, 2009.
On August
17, 2009 the Company filed a Current Report on Form 8-K advising as the terms
associated with the Order to Suspend Trading issued by the Securities and
Exchange Commission on August 12, 2009 in relation to the common shares of the
Company.
On August
28, 2009 the Company filed a Current Report on Form 8-K/A amending a Current
Report on Form 8-K as filed by the Company on June 3, 2009. In filing the
amending report, the Company stressed that the “Report on Preliminary
Examination” prepared by Duncan Bain in relation to the Company’s interest in
the 260 acres of contiguous mineral rights in Mohave County, Arizona that
comprise the C.O.D. Project (the “Report”) was not a N.I. 43-101 compliant
report and contained numerous inappropriate submissions within the context of
S.E.C. standards for such geological reports. The Company advised that the
Report was being treated as a geological report by the Company and, in order to
avoid any confusion in the mind of the investing public, the Report was removed
from the Company’s website.
The
Company reported the transfer of all of its right, title and interest in the 260
acres of contiguous minerals rights in Mohave County, Arizona that comprise the
C.O.D. Project to Costena Resources, Inc. as a “subsequent event” to the
Company’s third quarter ended September 30, 2009 in Note 4 above.
On
September 16, 2009 the Company filed a Current Report on Form 8-KA amending a
Current Report on Form 8-K as filed by the Company on July 20, 2009. In filing
the amending report, the Company was observing its obligation under Regulation
S-X, Rule 8-05 to provide required financial statements for an acquired business
within 70 days of the date of acquisition. The Company filed both audited
financial statements for Noble Technologies Corp’s year to 31/9/09 and pro forma
financial statements for Noble Technologies Corp for the next three fiscal
periods through December 31, 2012.
5
Subsequent
to September 30, 2009
Information from current
reports recently filed by the Company on Form 8-K
On
October 5, 2009 the Company filed a Current Report on Form 8-K advising that on
October 1, 2009, the Company received a Certificate of Amendment from the
Secretary of State for the State of Nevada acknowledging the change in the name
of the Company from U.S. Canadian Minerals, Inc. to Noble Consolidated
Industries Corp.
On
October 14, 2009 the Company filed a Current Report on Form 8-K advising that,
effective at 5pm PDT on October 9, 2009, the Company had changed its registrar
and transfer agent from Pacific Stock Transfer Company to Interwest Transfer
Co., Inc.
On
October 23, 2009, the Company filed a Current Report on Form 8-K advising that,
on October 21, 2009, the Company transferred all of its right, title and
interest in the 260 acres of contiguous minerals rights in Mohave County,
Arizona that comprise the C.O.D. Project to Costena Resources, Inc., a private
Florida corporation, in consideration for a $2,500,000 convertible promissory
note that bears interest at the rate of 10% per annum through its 1 year
term.
|
Item
6.
|
|
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 pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
| 32.2 |
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
6
SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
|
Noble
Consolidated Industries Corp
|
|
|
Date:
|
November
24, 2009
|
| By: /s/ Thomas E. Barton Chown | |
| Thomas E. Barton Chown | |
| Title: General Counsel / President | |
| By: /s/ Mark A. Kersey | |
| Mark A. Kersey | |
| Chief Financial Officer |
7