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

September 30, 2011 

 

Commission File Number 333-151085

 

CRATER MOUNTAIN RESOURCES, INC.

(Exact name of registrant as specified in its charter) 

 

Nevada                                                                                               20-8837756

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

 

 4666 Mission Avenue, Suite 1

San Diego, CA 92116  

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (619) 819-7595 

 

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

None

 

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ___   Accelerated filer ___   

Non-accelerated filer  Smaller reporting company X  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   _X__  No_ __

 

As of October 31, 2011, there were 34,000,000 shares of our common stock issued and outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3. Quantitative and Qualitative Disclosures About Market Risk		12
Item 4T. Controls and Procedures		12
PART II. OTHER INFORMATION		13
Item 1. Legal Proceedings		13
Item 1A. Risk Factors		13
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds		13
Item 3. Default Upon Senior Securities		13
Item 4. Submission of Matters to a Vote of Security Holders		13
Item 5. Other Information		13
Item 6. Exhibits		13
SIGNATURES		14

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial statements

 

The financial statements included herein have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the period presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report Form 10-K, filed on September 28, 2011 with the U.S. Securities and Exchange Commission (SEC) and can be found on the SEC website at www.sec.gov.

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

CRATER MOUNTAIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

(UNAUDITED)  

 

 

					September 30,		June 30,
					2011		2011
					(unaudited)		(audited)
	ASSETS
CURRENT ASSETS
	Cash				$                 102,759		$                 108,759
		Total current assets			102,759		108,759
		TOTAL ASSETS			$                 102,759		$                 108,759
	LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
		Line of credit-realted party			$                        300		$                        300
		Interest payable-related party			987		983
		Total current liabilities			1,287		1,283
		TOTAL LIABILITIES			1,287		1,283
STOCKHOLDERS' EQUITY(DEFICIT)
	Common stock, $0.001 par value; 150,000,000
		shares authorized; 34,000,000 and 34,000,000 respectively shares issued and outstanding			34,000		34,000
	Additional paid-in-capital				141,000		141,000
	Deficit accumulated during the exploration stage				(73,528)		(67,524)
		Total stockholders' equity			101,472		107,476
		TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$                 102,759		$                 108,759

 

 

The accompanying notes are an integral part of the financial statements.

 

 

CRATER MOUNTAIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

			Three months ended		Three months ended		From inception (April 11, 2007)
			September 30,		September 30,		to September 30,
			2011		2010		2011
REVENUES			$                             -		$                             -		$                              -
EXPENSES
	Selling, general and administrative		6,000		4,435		72,541
		Total expenses	6,000		4,435		72,541
OTHER EXPENSE
	Interest expense		4		177		987
		Total other expense	4		177		987
NET LOSS			$                    (6,004)		$                    (4,612)		$                   (73,528)
NET LOSS PER SHARE - BASIC			$                           -		$                           -		$                            -
WEIGHTED AVERAGE NUMBER OF
	SHARES OUTSTANDING-BASIC		34,000,000		30,000,000

 

 

 

 

 

 

 

The accompanying notes are an integral part of the financial statements.

 

 

CRATER MOUNTAIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

					Three months ended		Three months ended		From inception (April 11, 2007)
					September 30,		September 30,		to September 30,
					2011		2010		2011
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss				$                    (6,004)		$                    (4,612)		$                   (73,528)
	Adjustments to reconcile net loss to net
	cash used from operating activities:
			Contributed capital for rent		-		900		15,000
		Changes in operating assets and liabilities:
		Increase in accounts payable					500
		Increase in interest payable			4		177		987
				Net cash flows used in operating activities	(6,000)		(3,035)		(57,541)
CASH FLOWS FROM FINANCING ACTIVITIES
	Issuance of common stock				-		-		160,000
	Increase in line of credit				-		5,000		300
				Net cash flows provided from financing activities	-		5,000		160,300
NET INCREASE IN CASH					(6,000)		1,965		102,759
CASH
		BEGINNING OF PERIOD			108,759		1,265		-
CASH
		END OF PERIOD			$                  102,759		$                      3,230		$                  102,759

 

The accompanying notes are an integral part of the financial statements.

 

 

 

CRATER MOUNTAIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

 

NOTE 1 – ORGANIZATION AND PURPOSE

 

Nature of operations

 

Crater Mountain Resources, Inc. (An Exploration Stage Company) (the “Company”) was incorporated under the laws of the State of Nevada on April 11, 2007. The principal office of the corporation is 4666 Mission Avenue, Suite 1, San Diego, CA 92116.

The business purpose of the Company is the exploration and mining of precious metals, specifically gold, in Papua New Guinea.

A Development Stage Company

 

The accompanying financial statements have been prepared in accordance with the FASB ASC 915-10, "Development Stage Entities". A development stage enterprise is one in which planned principal operations have not commenced; or if its operations have commenced, there have been no significant revenues derived there from. As of September 30, 2011, the Company has not fully commenced nor has it received revenues from its planned principal operations.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three months period ended September 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2012. For further information refer to the financial statements and footnotes thereto included in our form 10-K for the year ended June 30, 2011.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Definition of Fiscal Year

 

The Company’s fiscal year is June 30.

Going Concern

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $73,528 as of September 30, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance.

 

 

 

 

CRATER MOUNTAIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Going Concern

Operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock. The financials statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.

Income taxes

The Company follows the liability method of accounting for income taxes in accordance with FASB ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

 

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without restrictions.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reported period. Actual results could differ from these estimates.

 

Earnings (Loss) Per Share Calculations

 

Basic earnings (loss) per share exclude any dilutive effects of options, warrants and convertible securities. Basic earnings (loss) per share is computed using the weighted-average number of outstanding common shares during the applicable period. Diluted earnings per share is computed using the weighted-average number of common shares and common stock equivalent shares outstanding during the period. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. For all periods presented, the Company has sustained losses, which would make use of equivalent shares antidilutive and, as such, the calculation has not been included.

 

 

 

 

 

 

 

CRATER MOUNTAIN RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

New Accounting Pronouncements 

 

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

 

NOTE 3 – STOCKHOLDERS’ EQUITY(DEFICIT)

 

As of December 31, 2010, 150,000,000 shares of the Company’s $0.001 par value common stock had been authorized, of which 34,000,000 were issued and outstanding as at September 30, 2011.

 

During the year ended June 30, 2011 4,000,000 shares of Company’s common stock were issued at $0.0325 per share. These shares were registered and deemed effective on February 19, 2010.

 

There are no other issuances of common stock for the three months period ended September 30, 2011.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On or about April 14, 2009, The Magellan Global Fund, Ltd. (“Magellan”) entered into a rescission agreement with all of the shareholders of Crater Mountain Resources that Magellan gave or sold shares. As a result, Magellan became the sole shareholder of the Company. The Magellan Global Fund, LP, a Delaware Limited Partnership, was formed in September 2006. Messrs. Harry Orfanos and Niko Lahanas, who are Officers and Directors of the Company, are the Managing Partners of The Magellan Global Fund, LP. The General Partner of the limited partnership is Orinda Advisors, LLC, a Delaware limited liability company. Harry Orfanos and Niko Lahanas are also the owners, officers and directors of Orinda Advisors, LLC. This transaction has had no effect on the financial condition of the Company.

 

On December 14, 2009, the Company executed an unsecured line of credit in the amount of $20,000 with Magellan Global Fund, Ltd. (“Magellan”). The line of credit carries an annual interest rate of 5% and has a term of one year, at which any outstanding balance is due in full. Additionally, on December 14, 2010, Magellan extended the term of the loan one year from the original due date. On June 9, 2011 $16,000 of the line of credit has been repaid to Magellan, leaving a principal balance of $300, and interest due of $ 987 as of September 30, 2011.

The Company is currently operating out of the offices paid for by our President, Roger Renken on a rent-free basis. There is no written agreement or other material terms or arrangements relating to said arrangement. This agreement has been reflected as an increase in rent expense (SG&A) and contributed capital by the Company’s Officer totaling $15,000 from inception (April 20, 2007) to June 2011. In the current quarter ended September 30, 2011 management decided not to accrue for the rent until such further time the Company anticipates using the space to generate revenue. Currently the rent that would be payable is insignificant and the officer does not expect any amount to be paid hence contributing to it as capital. To avoid increasing any nominal capital management decided to not recognize the rent expense.

On January 9, 2011, the Magellan Global Fund, LP issued Roger Renken 1,000,000 shares of common stock for  services he rendered to Magellan Fund in helping start up Crater Mountain Resources, Inc. The shares were purchased by Magellan Global Fund, LP and gifted to Mr. Renken.

 

 

FORWARD LOOKING STATEMENTS

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

Results of Operations

 

The following discussion should be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K filed on September 28, 2011 with the U.S. Securities and Exchange Commission (SEC) and can be found on the SEC website at www.sec.gov.

 

We are an exploration stage company formed for the purpose of exploration and mining of precious metals, specifically gold, in Papua New Guinea. We are a start up, exploration stage mining company and have not yet generated any revenues from operations since inception. From inception on April 11, 2007 to September 30, 2011, our total accumulated deficit is $73,528.

The following table provides selected financial data about the Company as of September 30, 2011.  For detailed financial information, see the financial statements included in this Form 10-Q.

Balance Sheet Data:		9/30/2011
Cash		$	102,759
Total assets		$	102,759
Total liabilities		$	1,287
Stockholders' equity		$	101,472

 

We have conducted minimal operations since our inception and do not have any present operations. During the three months ended September 30, 2011 and 2010, we generated no revenues. Accordingly, a comparative analysis and discussion of our results of operations is not meaningful and will not be presented herein.

 

 

 

Limited Operating History

There is little to no historical financial information about our Company upon which to base an evaluation of our performance or to make a decision regarding an investment in the shares. We are still in the exploration stages and have not yet generated or realized any revenues from operations. We cannot guarantee we will be successful in our business operations or will achieve significant levels of market acceptance for our proposed business. Our business could be subject to any or all of the problems, expenses, delays and risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration and/or development of our properties, possible cost overruns due to price and cost increases in services we require and the absence of an operating history. Therefore, we cannot guarantee we will be able to achieve or maintain profitable operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, and are not required to provide the information under this item.

 

ITEM 4T. CONTROLS AND PROCEDURES

 

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 ("Exchange Act”) is recorded, processed, summarized and reported within the specified time periods. Our Chief Executive Officer and Principal Financial Officer (the "Certifying Officer”) is responsible for maintaining our disclosure controls and procedures. Prior to the filing of this report, our Certifying Officer evaluated the effectiveness of our disclosure controls and procedures for the period covered by this report. Based on the evaluation, our Certifying Officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that (a) information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and (b) that the information is accumulated and communicated to our management, including the Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure. We have conducted a review of the effectiveness of our internal controls over financial reporting as disclosed herein.

 

We also maintain a system of internal controls designed to provide reasonable assurance that (i) transactions are executed in accordance with management's general and specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with the United States generally accepted accounting principles and to maintain accountability for assets; (ii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. We believe that our internal controls are effective to provide reasonable assurance that our financial statements are fairly presented in conformity with generally accepted accounting principles. Since our most recent evaluation, there have been no changes in our internal controls, or in other factors that could significantly affect our internal controls, nor were any corrective actions required with regard to significant deficiencies and material weaknesses. Because of its inherent limitations, internal control over financial reporting may not prevent or detect every misstatement and/or instance of fraud. Controls are susceptible to manipulation, especially in instances of fraud caused by the collusion of two or more people, including our senior management. Also, 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.

 

Under the supervision and with the participation of our Certifying Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control -Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of September 30, 2011. Since our most recent evaluation, there have been no changes in our internal control of financial reporting 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 currently a party to any pending legal proceeding and none are threatened that we are aware of.

 

ITEM 1A. RISK FACTORS

 

Our securities are highly speculative and involve a high degree of risk, including among other items the risk factors described in 10K filed with SEC on September 28, 2011. You should carefully consider the risk factors and other information in latest 10-K before deciding to invest in our securities. We are unaware of any material changes in or additional risk factors since the filing of our 10K for the period ended June 30, 2011.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

We had no sales of unregistered equity securities during the period ended September 30, 2011.

 

ITEM 3.  DEFAULT UPON SENIOR SECURITIES

 

None. 

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None. 

 

ITEM 5. OTHER INFORMATION - SUBSEQUENT EVENTS

 

None. 

 

ITEM 6. EXHIBITS

 

A) The following exhibits marked with an asterisk and required to be filed herein are incorporated by reference and can be found in their entirety in our original Form S-1 registration statement, filed on May 22, 2008, on the SEC website at www.sec.gov:

 

Exhibit No.      Description

 

* 3(i)                 Articles of Incorporation

* 3(ii)                Bylaws

31                     Sec. 302 Certification

32                     Sec. 906 Certification

 

 

 

 

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

CRATER MOUNTAIN RESOURCES, INC. a Nevada corporation (Registrant)

 

Dated:    November 8, 2011

 

 

 /s/  Roger Renken                

By: Roger Renken, President, Secretary,

Treasurer, Principal Accounting Officer and Director