Attached files
| file | filename |
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| EX-32.1 - EXHIBIT 32.1 - iWallet Corp | ex32_1.htm |
| EX-31.2 - EXHIBIT 31.2 - iWallet Corp | ex31_2.htm |
| EX-31.1 - EXHIBIT 31.1 - iWallet Corp | ex31_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 March 31, 2011
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[ ]
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from __________ to__________
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Commission File Number: 333-168775
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Queensridge Mining Resources, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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27-1830013
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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912 Sir James Bridge Way, Las Vegas, Nevada 89145
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(Address of principal executive offices)
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(702) 596-5154
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(Registrant’s telephone number)
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________________________________________________________________
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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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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[ ] Large accelerated filer
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[ ] Non-accelerated filer
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[X] Smaller reporting company
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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). [X] Yes [ ] No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,427,800 as of May 19, 2011.
PART I - FINANCIAL INFORMATION
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Our financial statements included in this Form 10-Q are as follows:
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These 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 March 31, 2011 are not necessarily indicative of the results that can be expected for the full year.
QUEENSRIDGE MINING RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
UNAUDITED BALANCE SHEETS
As of March 31, 2011 and June 30, 2010
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March 31,
2011
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June 30,
2010
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ASSETS
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Current assets
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Cash
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$ | 8,824 | $ | 35,065 | ||||
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Mineral property, net
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-0- | -0- | ||||||
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Total assets
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$ | 8,824 | $ | 35,065 | ||||
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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LIABILITIES
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Current Liabilities
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Accrued expenses
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$ | 1,000 | $ | 6,160 | ||||
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Loans payable-related party
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4,440 | 1,650 | ||||||
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Total current liabilities
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5,440 | 7,810 | ||||||
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STOCKHOLDERS’ EQUITY
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Common stock, $.001 par value, 75,000,000 shares authorized, 6,427,800 shares issued and outstanding
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6,428 | 6,428 | ||||||
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Additional paid in capital
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32,372 | 32,372 | ||||||
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Deficit accumulated during the exploration stage
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(35,416 | ) | (11,545 | ) | ||||
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Total stockholders’ equity
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3,384 | 27,255 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$ | 8,824 | $ | 35,065 | ||||
See accompanying notes to financial statements.
(AN EXPLORATION STAGE COMPANY)
UNAUDITED STATEMENTS OF OPERATIONS
Three months and nine months ended March 31, 2011
For the period from January 29, 2010 (Date of Inception) through March 31, 2011
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Three months ended
March 31, 2011
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Nine months ended
March 31, 2011
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Period from
January 29, 2010
(Inception) to
March 31, 2011
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General and administrative expenses
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Professional fees
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$ | 800 | $ | 10,425 | $ | 16,585 | ||||||
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Consulting fees
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7,500 | 7,500 | 7,500 | |||||||||
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Impairment expense-mineral property
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- | - | 3,000 | |||||||||
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Rent
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930 | 2,790 | 4,340 | |||||||||
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Other
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1,685 | 3,156 | 3,991 | |||||||||
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Total general and administrative expenses
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10,915 | 23,871 | 35,416 | |||||||||
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Net loss
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$ | (10,915 | ) | $ | (23,871 | ) | $ | (35,416 | ) | |||
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Net loss per share:
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Basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
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Weighted average shares outstanding:
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Basic and diluted
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6,427,800 | 6,427,800 | ||||||||||
See accompanying notes to financial statements.
(AN EXPLORATION STAGE COMPANY)
UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY
Period from January 29, 2010 (Date of Inception) through March 31, 2011
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Common stock
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Additional paid- | Deficit accumulated during the | |||||||||||||||
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Shares
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Amount
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in capital
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exploration stage
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Total
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Issuance of common stock for cash at $.001 per share
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3,100,000 | $ | 3,100 | $ | - | $ | - | $ | 3,100 | ||||||||
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Issuance of common stock for cash at $.005 per share
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3,250,000 | 3,250 | 13,000 | - | 16,250 | ||||||||||||
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Issuance of common stock for cash at $.25 per share
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77,800 | 78 | 19,372 | - | 19,450 | ||||||||||||
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Net loss for the period
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- | - | - | (11,545 | ) | (11,545 | ) | ||||||||||
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Balance, June 30, 2010
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6,427,800 | 6,428 | 32,372 | (11,545 | ) | 27,255 | |||||||||||
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Net loss for the period
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- | - | - | (23,871 | ) | (23,871 | ) | ||||||||||
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Balance, March 31, 2011
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6,427,800 | $ | 6,428 | $ | 32,372 | $ | (35,416 | ) | $ | 3,384 | |||||||
See accompanying notes to financial statements.
(A EXPLORATION STAGE COMPANY)
UNAUDITED STATEMENTS OF CASH FLOWS
Nine months ended March 31, 2011
For the period from January 29, 2010 (Date of Inception) through March 31, 2011
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Nine months ended March 31, 2011
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Period from
January 29, 2010 (Inception) to
March 31, 2011
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (23,871 | ) | $ | (35,416 | ) | ||
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Change in non-cash working capital items
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Increase (decrease) in accrued expenses
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(5,160 | ) | 1,000 | |||||
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CASH FLOWS USED IN OPERATING ACTIVITIES
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(29,031 | ) | (34,416 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Advance from director
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2,790 | 4,440 | ||||||
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Proceeds from sale of common stock
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0 | 38,800 | ||||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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2,790 | 43,240 | ||||||
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NET INCREASE (DECREASE) IN CASH
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(26,241 | ) | 8,824 | |||||
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Cash, beginning of period
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35,065 | 0 | ||||||
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Cash, end of period
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$ | 8,824 | $ | 8,824 | ||||
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SUPPLEMENTAL CASH FLOW INFORMATION
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Interest paid
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$ | - | $ | - | ||||
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Income taxes paid
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$ | - | $ | - | ||||
See accompanying notes to financial statements.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2011
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited interim financial statements have been prepared by Queensridge Mining Resources, Inc. (“Queensridge” and the “Company”) pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended June 30, 2010. The results of operations for the three months ended March 31, 2011 are not indicative of the results that may be expected for the full year.
Queensridge Mining Resources, Inc. was incorporated in Nevada on January 29, 2010. Queensridge is an exploration stage company and has not yet realized any revenues from its planned operations. Queensridge is currently in the process of acquiring certain mining claims.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.
Basic Loss Per Share
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
Mineral Properties
Cost of license acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Costs of acquisition are capitalized subject to impairment testing, in accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, when facts and circumstances indicate impairment may exist.
Comprehensive Income
The Company has adopted SFAS 130 “Reporting Comprehensive Income” (ASC 220-10), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
QUEENSRIDGE MINING RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2011,
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Tax
Queensridge follows SFAS 109, “Accounting for Income Taxes” (ASC 740-10). Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents
Recent Accounting Pronouncements
Queensridge does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 2 - GOING CONCERN
Queensridge has recurring losses and has a deficit accumulated during the exploration stage of $35,416 as of March 31, 2011. Queensridge's financial statements are prepared using the 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. However, Queensridge has no current source of revenue. Without realization of additional capital, it would be unlikely for Queensridge to continue as a going concern. Queensridge's management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, revenues from the acquisition, exploration and development of mineral interests, if found. Queensridge's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of mineral interests.
NOTE 3 - MINERAL PROPERTY RIGHTS
During the period ended June 30, 2010, the Company electronically staked and recorded a 100% interest in a block of mining claims located in northern Newfoundland, Canada known as the Cutwell Harbour property for $3,000. The mineral properties were found to be unproven and the entire balance of $3,000 was impaired as of June 30, 2010.
QUEENSRIDGE MINING RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2011
NOTE 4- LOANS PAYABLE RELATED PARTY
The loans payable to a related party are non- interest bearing and have no specified terms of repayment.
NOTE 5 – INCOME TAXES
The provision for Federal income tax consists of the following:
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March 31, 2011
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Federal income tax benefit attributable to:
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Current Operations
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$ | 8,116 | ||
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Less: valuation allowance
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(8,116 | ) | ||
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Net provision for Federal income taxes
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$ | - | ||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
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March 31, 2011
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Deferred tax asset attributable to:
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Net operating loss carryover
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$ | 12,040 | ||
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Less: valuation allowance
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(12,040 | ) | ||
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Net deferred tax asset
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$ | - | ||
At March 31, 2011, Queensridge had an unused net operating loss carryover approximating $35,400 that is available to offset future taxable income; it expires beginning in 2030.
NOTE 6 – COMMON STOCK
At inception, Queensridge issued 3,100,000 shares of stock at $0.001 to its founding shareholder for $3,100 cash.
During the period ended June 30, 2010, Queensridge issued 3,250,000 shares of stock at $0.005 for $16,250 cash.
During the period ended June 30, 2010, Queensridge issued 77,800 shares of stock at $0.25 for $19,450 cash.
QUEENSRIDGE MINING RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2011
NOTE 7 – COMMITMENTS
Operating Leases
The Company leases its office facilities under a lease which expires February 1, 2012. The monthly rate is $310. The lease is renewable for an additional two year term at the same monthly rate.
Aggregate minimum annual rental payments under the non-cancelable operating lease are as follows:
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Year ended June 30,
2011
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$ | 3,720 | |
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2012
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2,170 | ||
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Total
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$ | 5,890 |
Rent expense for the three months and nine months ended March 31, 2011 totaled $930 and $ 2,790, respectively.
NOTE 8 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events occurring after the balance sheet date through May 20, 2011, the date the financial statements were issued, and has determined that it does not have any material subsequent events to disclose.
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
We were incorporated on January 29, 2010, under the laws of the state of Nevada. We hold a 100% interest in the Cutwell Harbour mineral claims, located in Newfoundland, Canada. Mr. Phillip Stromer is our President, CEO, Secretary, Treasurer, and sole director.
Our business plan is to explore the Cutwell Harbour mineral claims to determine whether there are commercially exploitable reserves of gold or other metals. We are currently conducting an initial exploration program as recommended by our consulting geologist. The complete recommended geological program will cost a total of approximately $27,381.
Phase I of our program was performed in December of 2010 and consisted of on-site surface reconnaissance, sampling, and geochemical analyses. This phase of the program was performed at a cost of $10,521.33. The analysis of the samples taken during our Phase I program unfortunately did not confirm the presence of substantial gold mineralization. A large portion of the Cutwell Harbour property has not been sampled, however, and our consulting geologist has recommended that we undertake additional sampling work on the property.
Phase II would entail additional sampling on areas of the property not sampled during Phase I, followed by geochemical analyses of the various samples gathered. The Phase II program will cost approximately $16,767. We currently anticipate commencing this phase in the late Summer of 2011. We will require some minor additional financing in order complete Phase II of our planned exploration program. In the alternative, we may conduct a more limited Phase II sampling program than the one originally planned. We currently do not have any arrangements for financing and we may not be able to obtain financing when required.
Once we receive the analyses of Phase II of our exploration program, our board of directors, in consultation with our consulting geologist will assess whether to proceed with additional mineral exploration programs. In making this determination to proceed with a further exploration, we will make an assessment as to whether the results of the initial program are sufficiently positive to enable us to proceed. This assessment will include an evaluation of our cash reserves after the completion of the initial exploration, the price of minerals, and the market for the financing of mineral exploration projects at the time of our assessment.
In the event that additional exploration programs on the Cutwell Harbour mineral claims are undertaken, we anticipate that substantial additional funding will be required in the form of equity financing from the sale of our common stock and from loans from our director. We cannot provide investors with any assurance, however, that we will be able to raise sufficient funding from the sale of our common stock to fund all of our anticipated expenses. We do not have any arrangements in place for any future equity financing. We believe that outside debt financing will not be an alternative for funding exploration programs on the Cutwell Harbour property. The risky nature of this enterprise and lack of tangible assets other than our mineral claim places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.
We do not have plans to purchase any significant equipment or change the number of our employees during the next twelve months.
Results of operations for the three and nine months ended March 31, 2011, and for the period from January 29, 2010 (date of inception) through March 31, 2011
We have not earned any revenues since the inception of our current business operations. We incurred expenses and a net loss in the amount of $10,915 for the three months ended March 31, 2011. We incurred expenses and a net loss in the amount of $23,871 for the nine months ended March 31, 2011. We have incurred total expenses and a net loss of $35,416 from inception on January 29, 2010 through March 31, 2011.
Liquidity and Capital Resources
As of March 31, 2011, we had current assets in the amount of $8,824 consisting entirely of cash. Our current liabilities as of March 31, 2011, were $5,440. Thus, we had working capital of $3,384 as of March 31, 2011.
We have incurred cumulative net losses of $35,416 since inception. We have not attained profitable operations and are dependent upon obtaining financing in order to continue pursuing significant exploration activities. As discussed above, we have completed Phase I of our exploration program and intend to go forward with Phase II at an approximate cost of $16,767. Our cash on hand will not sufficient to fund the full recommended Phase II exploration program together with our ongoing administrative expenses. Additional financing will therefore be required in order for us to proceed with Phase II. At this time, we do not have any financing commitments or other arrangements in place. We therefore face a significant risk that we will be unable to complete the entirety of our planned exploration program. In the event that additional equity or debt financing cannot be obtained, we may consider performing a more limited Phase II exploration program in order to meet the constraints posed by our available capital resources.
Off Balance Sheet Arrangements
As of March 31, 2011, there were no off balance sheet arrangements.
Going Concern
We have negative working capital, have incurred losses since inception, and have not yet received revenues from sales of products or services. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.
Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.
Recently Issued Accounting Pronouncements
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on the our results of operations, financial position or cash flow.
A smaller reporting company is not required to provide the information required by this Item.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2011. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Phillip Stromer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2011, our disclosure controls and procedures were not effective. There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2011.
Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Internal Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
PART II – OTHER INFORMATION
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
A smaller reporting company is not required to provide the information required by this Item.
None
None
None
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Exhibit
Number
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Description
of Exhibit
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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.
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Queensridge Mining Resources, Inc.
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Date:
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May 23, 2011
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By:
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/s/ Phillip Stromer
Phillip Stromer
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Title:
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President, CEO, and CFO
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