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EX-31.1 - SECTION 302 CERTIFICATION - BINGO NATION INCex31-1.txt
EX-32.1 - SECTION 302 CERTIFICATION - BINGO NATION INCex32-1.txt

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

                                    FORM 10-Q

[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended December 31, 2006

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

    For the transition period from __________ to __________

                       Commission File Number: 333-139482


                              VIKING MINERALS INC.
             (Exact name of Registrant as specified in its charter)

            Nevada                                               98-0492900
 (State or other jurisdiction                                  (I.R.S.Employer
of incorporation or organization)                            Identification No.)

     Suite 322 - 235 W. Brandon Blvd
          Brandon, FL 33511                           Telephone: 954-616-9168
(Address of principal executive offices)         (Registrant's telephone number,
                                                        including area code)

       Former Name, Address and Fiscal Year, If Changed Since Last Report

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [ ]

We had a total of 10,000,000 shares of common stock issued and outstanding on
December 31, 2006 and 10,100,000 shares issued and outstanding as of October 5,
2010.

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

Transitional Small Business Disclosure Format: Yes [ ] No [X]

PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The interim financial statements included herein are unaudited but reflect, in management's opinion, all adjustments, consisting only of normal recurring adjustments that are necessary for a fair presentation of our financial position and the results of our operations for the interim periods presented. Because of the nature of our business, the results of operations for the quarterly period ended December 31, 2006 are not necessarily indicative of the results that may be expected for the full fiscal year. 2
VIKING MINERALS INC. (A Development Stage Company) Balance Sheets (Stated in US Dollars) As of As of December 31, August 31, 2006 2006 -------- -------- (Unaudited) (Audited) Assets Current assets Cash $ -- $ -- -------- -------- Total current assets -- -- Total Assets $ -- $ -- ======== ======== Liabilities Current liabilities Accounts payable $ 3,000 $ 855 -------- -------- Total current liabilities 3,000 855 Long Term Liabilities -- -- Total Liabilities $ 3,000 $ 855 -------- -------- Stockholders' Deficiency Common Stock, $0.001 par value 75,000,00 Common Shares Authorized 10,000,000 Shares Issued 10,000 10,000 Additional paid-in capital 10,000 10,000 Deficit accumuated during exploration period (23,000) (20,855) -------- -------- Total stockholders deficit (3,000) (855) -------- -------- Total liabilites and stockholders equity $ -- $ -- ======== ======== The accompanying condensed notes are an integral part of these financial statements. 3
VIKING MINERALS INC. (A Development Stage Company) Statements of Operations (Stated in US Dollars) (Unaudited) For the three month From inception period ended (March 24, 2006) to December 31, December 31, 2006 2006 ------------ ------------ Revenue $ -- $ -- ------------ ------------ Expenses Recognition of an Impairment Loss (Property Expenses) -- 20,000 Accounting & Professional Fees -- 3,000 ------------ ------------ Total Expenses -- 23,000 ------------ ------------ Net Income (Loss) $ -- $ (23,000) ============ ============ Basic & Diluted (Loss) per Common Share (0.000) (0.002) ------------ ------------ Weighted Average Number of Common Shares 10,000,000 10,000,000 The accompanying condensed notes are an integral part of these financial statements. 4
VIKING MINERALS INC. (A Development Stage Company) STATEMENTS OF STOCKHOLDER'S EQUITY From Inception (March 24, 2006) to December 31, 2006 (Stated in US Dollars) (Unaudited) Deficit Accumulated During Common Stock Paid in Development Total Shares Amount Capital Stage Equity ------ ------ ------- ----- ------ Issuance of common stock for cash at $0.02 10,000,000 $10,000 $10,000 $ -- $ 20,000 Net (Loss) for period (20,855) (20,855) ----------- ------- ------- -------- -------- Balance, August 31, 2006 10,000,000 10,000 10,000 (20,855) (855) ----------- ------- ------- -------- -------- Net (Loss) for period (2,145) (2,145) ----------- ------- ------- -------- -------- Balance, December 31, 2006 10,000,000 $10,000 $10,000 $(23,000) $ (3,000) =========== ======= ======= ======== ======== The accompanying condensed notes are an integral part of these financial statements. 5
VIKING MINERALS INC. (A Development Stage Company) Statements of Cash Flows (Stated in US Dollars) (Unaudited) For the three month From inception period ended (March 24, 2006) to December 31, December 31, 2006 2006 -------- -------- OPERATING ACTIVITIES Net income (loss) $ -- $(23,000) Recognition of an Impairment Loss (Mineral Claims) -- 20,000 Accounts payable -- 3,000 -------- -------- NET CASH USED IN OPERATING ACTIVITIES -- -- INVESTING ACTIVITES Purchase of mineral claim -- (20,000) -------- -------- NET CASH USED IN INVESTING ACTIVITIES -- (20,000) FINANCING ACTIVITIES Paid in Capital -- 10,000 Shares Issued -- 10,000 -------- -------- NET CASH PROVIDED BY FINANCING ACTIVITIES -- 20,000 Cash at beginning of period -- -- -------- -------- CASH AT END OF PERIOD $ -- $ -- ======== ======== Cash Paid For: Interest $ -- $ -- ======== ======== Income Tax $ -- $ -- ======== ======== Non-Cash Activities Shares issued in Lieu of Payment for Service $ -- $ -- ======== ======== Stock issued for accounts payable $ -- $ -- ======== ======== Stock issued for notes payable and interest $ -- $ -- ======== ======== Stock issued for convertible debentures and interest $ -- $ -- ======== ======== Convertible debentures issued for services $ -- $ -- ======== ======== Warrants issued $ -- $ -- ======== ======== Stock issued for penalty on default of convertible debentures $ -- $ -- ======== ======== Note payable issued for finance charges $ -- $ -- ======== ======== Forgiveness of note payable and accrued interest $ -- $ -- ======== ======== The accompanying condensed notes are an integral part of these financial statements. 6
VIKING MINERALS INC. Development Stage Company NOTES TO THE INTERM FINANCIAL STATEMENTS December 31, 2006 (Stated in US Dollars) (Unaudited) 1. ORGANIZATION The company was incorporated under the laws of the state of Nevada on March 24, 2006 with 75,000,000 authorized common shares with a par value of $0.001. The company was organized for the purpose of acquiring and developing mineral claims. The company acquired a mineral claim with unknown reserves and abandoned it in 2009. The company is presently seeking mineral claims for development and is considered to be in the development stage. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING METHODS The company recognizes income and expenses based on the accrual method of accounting. DIVIDEND POLICY The company has not yet adapted a policy regarding payment of dividends. INCOME TAX The company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reverse. An allowance against deferred tax assets is recorded, when it is more likely than not that such tax benefits will not be realized. FINANCIAL AND CONCENTRATIONS RISK The company has no financial and concentrations risks. BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidulutive and then only the basic per share amounts are shown in the report. 7
STATEMENT OF CASH FLOWS For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. REVENUE RECOGNITION Revenue is recognized on the sale and delivery of a product or the completion of a service provided. ADVERTISING AND MARKET DEVELOPMENT The company expenses advertising and market development costs are research data expenses. IMPAIRMENT OF LONG-LIVED ASSETS The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets. ENVIRONMENTAL REQUIREMENTS At the report date environmental requirements related to a formally held mineral claim are unknown and therefore any estimate of future costs cannot be made. MINERAL PROPERTY ACQUISITIONS COSTS Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related property and equipment costs. To determine if these costs are in excess of their recoverable amount periodic evaluation of carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets. Various factors could impact our ability to achieve forecasted production schedules. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions the Company may use in cash flow models from exploration stage mineral interests involves further risks in 8
addition to those factors applicable to mineral interests where proven and proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. ESTIMATES AND ASSUMPTIONS Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. FINANCIAL INSTRUMENTS The carrying amounts of financial instruments are considered by management to be their estimated fair values due to their short term maturities. RECENT ACCOUNTING PRONOUNCEMENTS The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements. 3. CAPITAL STOCK On inception the company issued 10,000,000 private placement common shares for cash of $20,000. On May 18, 2010 the company issued an additional 100,000 shares for services at a deemed price of $0.075 per share. 4. SUBSEQUENT EVENTS On May 18, 2010 the company issued an additional 100,000 shares for services at a deemed price of $0.075 per share. 5. SIGNIFICANT TRANSACTOINS WITH RELATED PARTIES Officer-directors have acquired 72% of the outstanding common capital stock of the company. 6. GOING CONCERN The accompanying financial statements have been prepared assuming that the company will continue as a going concern. The company does not have a sufficient working capital for its planned activity, and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Continuation of the company as a going concern is dependent upon obtaining additional working capital and the management of the company has developed a strategy which it believes will accomplish this objective through short term loans from an officer-director, and additional equity investments, which will enable the company to continue operations for the coming year. 9
ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. OVERVIEW Viking Minerals Inc. was incorporated in the State of Nevada as a for-profit company on March 24, 2006. The Company is a development stage company that is presently seeking mineral claims for development. PLAN OF OPERATION The Company has not yet generated any revenue from its operations. As of the fiscal quarter ended December 31, 2006 we had no cash on hand. Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We are in the process of seeking equity or debt financing to fund our operations over the next 12 months. Management cautions that financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements. If we are unsuccessful in raising the additional proceeds through equity financing we will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. If the company cannot raise proceeds via a financing through its common stock or secure debt financing it would be required to cease business operations. As a result, investors in the company would lose all of their investment. Management does not plan to hire additional employees at this time. Our President will be responsible for current operations. We will use third party consultants should we require assistance in any activities. OFF BALANCE SHEET ARRANGMENT The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required. ITEM 4. CONTROLS AND PROCEDURES The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by 10
Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles. As of the date of this 10-Q management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements and communicated the matters to our management. Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not affect the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can affect the Company's results and its financial statements for the future years. We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and 11
implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future. We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS We are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS Not applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to our security holders for a vote during the period ending December 31, 2006. ITEM 5. OTHER INFORMATION None. 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. Exhibit Number Description of Exhibit -------------- ---------------------- 3.1 Articles of Incorporation (1) 3.2 Bylaws (1) 31.1 Certification by Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith 32.1 Certification by Chief Executive Officer and Chief Financial Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code, promulgated pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed herewith ---------- (1) Filed with the SEC as an exhibit to our Form SB-1 Registration Statement originally filed on December 19, 2006. ITEM 9: DISAGREEMENTS ON ACCOUNTING AND FINANCIALS DISCLOSURE MATTERS The company had no independent accountant review the financials for this period, in accordance with Rule 3-11 of Regulation S-X. 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. Date: October 5, 2010 Signature Title --------- ----- By: /s/ Charles Irizarry Chief Executive Officer, --------------------------------- Chief Financial Officer, Charles Irizarry President, Secretary, Treasurer and Director (Principal Executive Officer and Principal Accounting Officer) 1