Attached files
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 March 31, 2007
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission File Number: 333-140663
MUNRO DEVELOPMENTS INC.
(Exact name of Registrant as specified in its charter)
Nevada 20-3872178
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4577 S.W. 103 Street Road
Ocala, Fl. 34476 Telephone: 352-328-3849
(Address of principal executive offices) (Registrant's telephone number,
including area code)
Setchfield Resources Inc.
502 North Division Street
Carson City, Nevada 89703
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 55,000,000 shares of common stock issued and outstanding as of
April 27, 2011
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 March 31, 2007 are not necessarily indicative of the results that may be
expected for the full fiscal year.
MUNRO DEVELOPMENTS INC
Formerly Setchfield Resources,Inc.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
March 31, 2007
(Stated in US Dollars)
(Unaudited)
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MUNRO DEVELOPMENTS INC.
Formerly Setchfield Resources Inc.
(A Development Stage Company)
Balance Sheets
(Stated in US Dollars)
As of As of
March 31, December 31,
2007 2006
-------- --------
(Unaudited) (Unaudited)
Assets
Current assets
Cash $ -- $ --
-------- --------
Total current assets -- --
-------- --------
Total Assets $ -- $ --
======== ========
Liabilities
Current liabilities
Accounts payable $ 5,801 $ 1,483
-------- --------
Total current liabilities 5,801 1,483
Long Term Liabilities -- --
Total Liabilities $ 5,801 $ 1,483
-------- --------
Stockholders' Deficiency
Common Stock, $0.001 par value
75,000,00 Common Shares Authorized
55,000,000 Shares Issued 55,000 5,000
Additional paid-in capital (50,000) --
Deficit accumuated during exploration period (10,801) (6,483)
-------- --------
Total stockholders deficit (5,801) (1,483)
-------- --------
Total liabilites and stockholders equity $ -- $ --
======== ========
The accompanying condensed notes are an integral
part of these financial statements.
3
MUNRO DEVELOPMENTS INC.
Formerly Setchfield Resources Inc.
(A Development Stage Company)
Statements of Operations
(Stated in US Dollars)
(Unaudited)
For the three For the three From inception
month period month period (November 17, 2003)
ended ended to
March 31, March 31, March 31,
2007 2006 2007
------------ ------------ ------------
Revenue $ -- $ -- $ --
------------ ------------ ------------
Expenses
Recognition of an Impairment Loss (Property Expenses) 183 183 5,365
Accounting & Professional Fees 4,136 150 5,436
------------ ------------ ------------
Total Expenses 4,319 333 10,801
------------ ------------ ------------
Net Income (Loss) $ (4,319) $ (333) $ (10,801)
============ ============ ============
Basic & Diluted (Loss) per Common Share (0.000) (0.00)
------------ ------------
Weighted Average Number of Common Shares 11,111,111 5,000,000
The accompanying condensed notes are an integral
part of these financial statements.
4
MUNRO DEVELOPMENTS INC.
Formerly Setchfield Resources Inc.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDER'S EQUITY
From Inception (Nov 17, 2003) to March 31, 2007
(Stated in US Dollars)
(Unaudited)
Deficit
Accumulated
Common Stock During
-------------------- Paid in Exploration Total
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Shares issued to Founders at
$0.001 per share 5,000,000 $ 5,000 $ -- $ -- $ 5,000
Net (Loss) for period (6,483) (6,483)
----------- ------- -------- -------- -------
Balance, December 31, 2006 5,000,000 5,000 -- (6,483) (1,483)
----------- ------- -------- -------- -------
March 21, 2007 Shares issued at
$0.001 per share 50,000,000 50,000 (50,000) --
Net (Loss) for period (4,319) (4,319)
----------- ------- -------- -------- -------
Balance, March 31, 2007 55,000,000 $55,000 $(50,000) $(10,801) $(5,801)
=========== ======= ======== ======== =======
The accompanying condensed notes are an integral
part of these financial statements.
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MUNRO DEVELOPMENTS INC.
Formerly Setchfield Resources Inc.
(A Development Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
(Unaudited)
For the three For the three From inception
month period month period (November 17, 2003)
ended ended to
March 31, March 31, March 31,
2007 2006 2007
-------- -------- --------
OPERATING ACTIVITIES
Net income (loss) $ (4,319) $ (333) $(10,801)
Accounts payable 4,319 333 5,801
-------- -------- --------
NET CASH USED IN OPERATING ACTIVITIES -- -- (5,000)
INVESTING ACTIVITES
NET CASH USED IN INVESTING ACTIVITIES -- -- --
FINANCING ACTIVITIES
Paid in Capital 50,000 -- 55,000
Shares Issued (50,000) -- (50,000)
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- -- 5,000
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.
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MUNRO DEVELOPMENTS INC
Formerly Setchfield Resources,Inc.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
March 31, 2007
(Stated in US Dollars)
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was incorporated in the state of Nevada on November 17, 2003 with
75,000,000 authorized shares with a par value of $0.001 shares.
The company was organized for the purpose of acquiring and developing mineral
properties. The company is actively seeking properties of merit 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 and has
paid out to dividends to date.
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.
STATEMENT OF CASH FLOWS
For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of six 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.
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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.
5. 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 is working on a
strategy which it believes will help accomplish this objective through short
term loans and additional equity investments, of which will enable the company
to continue operations for the coming year.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD-LOOKING STATEMENTS
The information set forth in this section contains certain "forward-looking
statements," including, among other things, (i) expected changes in our revenues
and profitability, (ii) prospective business opportunities, and (iii) our
strategy for financing our business. Forward-looking statements are statements
other than historical information or statements of current condition. Some
forward-looking statements may be identified by use of terms such as "believes,"
"anticipates," "intends," or "expects." These forward-looking statements relate
to our plans, objectives and expectations for future operations. Although we
believe that our expectations with respect to the forward-looking statements are
based upon reasonable assumptions within the bounds of our knowledge of our
business and operations, in light of the risks and uncertainties inherent in all
future projections, the inclusion of forward-looking statements in this report
should not be regarded as a representation by us or any other person that our
objectives or plans will be achieved.
PLAN OF OPERATION
The Company had no cash reserves at March 31, 2007. The lack of cash has kept us
from proceeding forward on our business plan and our cash balance is
insufficient to fund our levels of operations for the next twelve months. As a
result we will be forced to raise additional funds by issuing new debt or equity
securities or otherwise. If we fail to raise sufficient capital when needed, we
will not be able to complete our business plan.
RESULTS OF OPERATIONS
Since the date of our inception November 17, 2003 we have not generated any
revenues. We incurred total operating expenses of $4,319 for the three months
ended March 31, 2007. The bulk of our operating expenses were incurred in
connection with accounting and professional fees. Our total loss for the three
months ended March 31, 2007 was $4,319. Our total loss from inception to March
31, 2007 was $10,801.
At March 31, 2007, we had no cash in the bank.
We are contemplating raising additional capital to finance our programs. No
final decisions regarding the program or financing have been made at this time.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 3. CONTROLS AND PROCEDURES.
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal executive and principal financial officers and effected by the
company's board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America and
includes those policies and procedures that:
* Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
* Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of
America and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and
directors of the company; and
* Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's
assets that could have a material effect on the financial statements.
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Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control systems,
no matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and presentation. Because of the
inherent limitations of internal control, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
As of the date of this filing management assessed the effectiveness of our
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control--Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and 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 controls 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 our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our 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; and (3) ineffective controls over period end financial disclosure
and reporting processes.
Management believes that the material weaknesses set forth in items (2) and (3)
above did not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
MANAGEMENT'S REMEDIATION INITIATIVES
In an effort to remediate the identified material weaknesses and other
deficiencies and enhance our internal controls, we have initiated, or plan to
initiate, the following series of measures:
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 us. And, we plan to
appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal controls and procedures such as reviewing and approving estimates and
assumptions made by management when funds are available to us.
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 our Board.
We anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2011. Additionally, we plan to test our updated
controls and remediate our deficiencies by December 31, 2011.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, which has materially
affected, or is reasonably likely to materially affect, our internal controls
over financial reporting.
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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 March 31, 2007.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation*
3.2 Bylaws*
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
*Incorporated by reference to Company's registration statement on Form SB-1,
filed with the Securities Commission on February 13, 2007.
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.
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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.
Munro Developments Inc.
Date: April 27, 2011
SIGNATURE TITLE DATE
--------- ----- ----
By: /s/ Stuart Carnie Chief Executive Officer, April 27, 2011
--------------------------- Chief Financial Officer,
Stuart Carnie
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