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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2012
Commission file number 333-139482
VIKING MINERALS INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 98-0492900
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Suite 322 - 235 W. Brandon Blvd
Brandon, FL 33511
(Address of Principal Executive Offices & Zip Code)
954-616-9168
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
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. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of July 19, 2012, the registrant had 108,000,000 shares of common stock
issued and outstanding.
VIKING MINERALS INC.
TABLE OF CONTENTS
Item 1. Business............................................................. 3
Item 1A. Risk Factors......................................................... 4
Item 2. Properties...........................................................10
Item 3. Legal Proceedings....................................................10
Item 4. Mine Safety Disclosures..............................................10
Item 5. Market for Common Equity and Related Stockholder Matters.............11
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................11
Item 8. Financial Statements.................................................13
Item 9. Changes in and Disagreements with Accountants on Financial
Disclosure...........................................................22
Item 9A. Controls and Procedures..............................................22
Item 10. Directors, Executive Officers and Control Persons....................24
Item 11. Executive Compensation...............................................25
Item 12. Security Ownership of Certain Beneficial Owners and Management.......25
Item 13. Certain Relationships and Related Transactions.......................26
Item 14. Principal Accounting Fees and Services...............................26
Item 15. Exhibits.............................................................27
Signatures....................................................................27
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PART I
ITEM 1. BUSINESS
SUMMARY
COMPANY OVERVIEW
Viking Minerals Inc. ("Viking Minerals" or the "Company") was organized under
the laws of the State of Nevada on March 24, 2006 to explore mineral properties
in North America.
Viking Minerals was formed to engage in the exploration of mineral properties
for gold, silver, copper and other metals. We are a development stage company
seeking properties of merit to explore and develop but we have not realized any
revenues to date. We do not have sufficient capital to enable us to commence and
complete an exploration program. We are contemplating raising additional capital
to finance future exploration programs. No final decisions regarding the program
or financing have been made at this time but we will require financing to
commence and complete future explorations. Our auditors have issued a going
concern opinion, raising substantial doubt about our financial prospects and the
Company's ability to continue as a going concern.
BANKRUPTCY OR SIMILAR PROCEEDINGS
We have not been the subject of a bankruptcy, receivership or similar
proceedings.
COMPETITION AND MARKETS
We face competition from other resources based companies in all aspects of our
business, including acquisition of properties. Many of our competitors have
substantially larger financial and other resources than we have. Factors that
affect our ability to acquire properties include available funds, available
information about prospective properties and our limited number of resources.
The availability of a ready market for and the price of any properties or
minerals extracted from properties will depend on many factors beyond our
control including, but not limited to, the amount of domestic production and
imports of similar minerals, the effect of federal and state regulation of
allowable rates of production, taxation, the conduct of exploration operations
and federal regulation of these operations. All of these factors, together with
economic factors in the marketing arena, generally affect the supply of and/or
demand for minerals.
REGULATORY CONSIDERATIONS
We are required to conduct all mineral exploration activities in accordance with
government regulations. Such operations are subject to various laws governing
land use, the protection of the environment, production, exports, taxes, labor
standards, occupational health, waste disposal, toxic substances, well safety
and other matters. Unfavorable amendments to current laws, regulations and
permits governing operations and activities of resource exploration companies,
or more stringent implementation thereof, could have a materially adverse impact
and cause increases in capital expenditures which could result in a cessation of
operations.
EMPLOYEES
The company sole officer and employer is Charles Irizarry.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any research or development expenditures since our
incorporation.
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PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
ITEM 1A. RISK FACTORS
WE ARE A DEVELOPMENT STAGE COMPANY AND WE EXPECT TO INCUR OPERATING LOSSES FOR
THE FORESEEABLE FUTURE.
We were incorporated on March 24, 2006 and to date have been involved in the
organizational activities, and acquisition of mineral claims. We have no way to
evaluate the likelihood that our business will be successful. We have earned no
revenues as of the date of this annual report. Potential investors should be
aware of the difficulties normally encountered by exploration companies and the
high rate of failure of such enterprises. The likelihood of success must be
considered in light of the problems, expenses, difficulties, complications and
delays encountered in connection with the exploration and development of
properties that we plan to undertake. These potential problems include, but are
not limited to, unanticipated problems relating to exploration, and additional
costs and expenses that may exceed current estimates. Prior to completion of our
exploration stage, we anticipate that we will incur increased operating expenses
without greatly increasing our revenues. We expect to incur significant losses
into the foreseeable future. We recognize that if production is not forthcoming,
we will not be able to continue business operations. There is no history upon
which to base any assumption as to the likelihood that we will prove successful,
and it is doubtful that we will generate significant revenues to achieve
profitable operations. If we are unsuccessful in addressing these risks, our
business will most likely fail.
WE HAVE YET TO EARN ANY REVENUE TO ACHIEVE PROFITABILITY AND OUR ABILITY TO
SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE ADDITIONAL FINANCING
TO COMPLETE OUR PROGRAM IF WARRANTED. AS A RESULT, OUR ACCOUNTANT BELIEVES THERE
IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We have accrued net losses of $115,705 for the period from inception (March 24,
2006) to March 31, 2012, and have had no revenues to date. Our future is
dependent upon our ability to obtain financing and upon future profitable
operations from the development of our business. These factors raise substantial
doubt that we will be able to continue as a going concern. Our independent
auditor, has expressed substantial doubt about our ability to continue as a
going concern. This opinion could materially limit our ability 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. As a result we may have to liquidate our business and you may
lose your investment. You should consider our auditor's comments when
determining if an investment in our company is suitable.
BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN EXPLORATION
VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.
You should be aware of the difficulties normally encountered by exploration
companies and the high rate of failure of such enterprises. The likelihood of
success must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration and
development of the properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. If the results of our development program do not reveal viable
commercialization options, we may decide to abandon any or all claims that we
may own and acquire new claims. Our ability to acquire additional claims will be
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dependent upon our possessing adequate capital resources when needed. If no
funding is available, we may be forced to abandon our operations.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION OPERATIONS,
THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR
BUSINESS.
The extracting of mineral involves numerous hazards. As a result, we may become
subject to liability for such hazards, including pollution, cave-ins and other
hazards against which we cannot insure or against which we may elect not to
insure. At the present time we have no insurance to cover against these hazards.
The payment of such liabilities may result in our inability to complete our
planned program and/or obtain additional financing to fund our program.
AS WE UNDERTAKE ACQUISITIONS AND DEVELOPMENT OF OUR PROPERTIES, WE WILL BE
SUBJECT TO COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE
ANTICIPATED COST OF OUR PROGRAM.
There are several governmental regulations that materially restrict mineral
extraction. We will be subject to regulations and laws as we carry out our
program. We may be required to obtain work permits, post bonds and perform
remediation work for any physical disturbance to the area in order to comply
with these laws. The cost of complying with permit and regulatory environment
laws will be greater because the impact on the project area is greater. Permits
and regulations will control all aspects of the production program if the
project continues to that stage. Examples of regulatory requirements can
include:
(a) Water discharge will have to meet drinking water standards;
(b) Dust generation will have to be minimal or otherwise re-mediated;
(c) Dumping of material on the surface will have to be re-contoured and
re-vegetated with natural vegetation;
(d) An assessment of all material to be left on the surface will need to
be environmentally benign;
(e) Ground water will have to be monitored for any potential contaminants;
(f) The socio-economic impact of the project will have to be evaluated and
if deemed negative, will have to be remediated; and
There is a risk that new regulations could increase our costs of doing business
and prevent us from carrying out our exploration program. We will also have to
sustain the cost of reclamation and environmental remediation for all
exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.
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IF ACCESS TO OUR PROPERTIES IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN ANY FUTURE MINING EFFORTS.
It is possible that adverse weather could cause accessibility to any property
that we should acquire and this would delay our timetables.
BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY MINERALS WE MAY RECOVER
FROM CLAIMS THAT WE MAY OWN MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE
COMPANY.
Our success will be dependent on the growth of demand for minerals in the
properties that we acquire. If consumer demand slows our revenues may be
significantly affected. This could limit our ability to generate revenues and
our financial condition and operating results may be harmed.
BECAUSE OUR CURRENT OFFICERS AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY
MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Mr. Charles Irizarry our CEO and director, currently devotes up to 10 hours per
week providing services to the company. While he presently possesses adequate
time to attend to our interest, it is possible that the demands on him from
other obligations could increase, with the result that he would no longer be
able to devote sufficient time to the management of our business. This could
negatively impact our business development. Our other Directors spend similar
amounts of time providing services to the company and there is no guarantee that
they will have sufficient time to devote to the management of our business.
WE MAY BE UNABLE TO OBTAIN ADDITIONAL CAPITAL THAT WE MAY REQUIRE TO IMPLEMENT
OUR BUSINESS PLAN. THIS WOULD RESTRICT OUR ABILITY TO GROW.
The proceeds from our initial offerings in 2006 provide us with a limited amount
of working capital and is not sufficient to fund our proposed operations. We
will require additional capital to continue to operate our business and our
proposed operations. We may be unable to obtain additional capital as and when
required.
Future acquisitions and future development, production and marketing activities,
as well as our administrative requirements (such as salaries, insurance expenses
and general overhead expenses, as well as legal compliance costs and accounting
expenses) will require a substantial amount of additional capital and cash flow.
We may not be successful in locating suitable financing transactions in the time
period required or at all, and we may not obtain the capital we require by other
means. If we do not succeed in raising additional capital, the capital we have
received to date may not be sufficient to fund our operations going forward
without obtaining additional capital financing.
Any additional capital raised through the sale of equity may dilute your
ownership percentage. This could also result in a decrease in the fair market
value of our equity securities because our assets would be owned by a larger
pool of outstanding equity. The terms of securities we issue in future capital
transactions may be more favorable to our new investors, and may include
preferences, superior voting rights and the issuance of warrants or other
derivative securities, and issuances of incentive awards under equity employee
incentive plans, which may have a further dilutive effect.
Our ability to obtain needed financing may be impaired by such factors as the
capital markets (both generally and in the resource industry in particular), our
status as a new enterprise without a demonstrated operating history, the
location of our properties and the price of minerals on the commodities markets
(which will impact the amount of asset-based financing available to us) or the
retention or loss of key management. Further, if natural resource prices on the
commodities markets decrease, then our potential revenues will likely decrease,
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and such decreased revenues may increase our requirements for capital. If the
amount of capital we are able to raise from financing activities is not
sufficient to satisfy our capital needs, we may be required to cease our
operations.
We may incur substantial costs in pursuing future capital financing, including
investment banking fees, legal fees, accounting fees, securities law compliance
fees, printing and distribution expenses and other costs. We may also be
required to recognize non-cash expenses in connection with certain securities we
may issue, such as convertible notes and warrants, which may adversely impact
our financial condition.
AMENDMENTS TO CURRENT LAWS AND REGULATIONS GOVERNING OUR PROPOSED OPERATIONS
COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR PROPOSED BUSINESS.
Our business will be subject to substantial regulation under state and federal
laws relating to the exploration for, and the development, upgrading, marketing,
pricing, taxation, and transportation of mineral resources and other matters.
Amendments to current laws and regulations governing operations and activities
of resource operations could have a material adverse impact on our proposed
business. In addition, there can be no assurance that income tax laws, royalty
regulations and government incentive programs related to the resource industry
generally, will not be changed in a manner which may adversely affect us and
cause delays, inability to complete or abandonment of properties.
Permits, leases, licenses, and approvals are required from a variety of
regulatory authorities at various stages of mining and extraction. There can be
no assurance that the various government permits, leases, licenses and approvals
sought will be granted to us or, if granted, will not be cancelled or will be
renewed upon expiration.
ESTIMATES OF ANY MINERAL RESERVES THAT WE MAKE MAY BE INACCURATE WHICH COULD
HAVE A MATERIAL ADVERSE EFFECT ON US
There are numerous uncertainties inherent in estimating quantities of mineral
resources, including many factors beyond our control, and no assurance can be
given that expected levels of resources or recovery of minerals will be
realized. In general, estimates of recoverable minerals are based upon a number
of factors and assumptions made as of the date on which resource estimates are
determined, such as geological and engineering estimates which have inherent
uncertainties and the assumed effects of regulation by governmental agencies and
estimates of future commodity prices and operating costs, all of which may vary
considerably from actual results. All such estimates are, to some degree,
uncertain and classifications of resources are only attempts to define the
degree of uncertainty involved. For these reasons, estimates of the recoverable
minerals, the classification of such resources based on risk of recovery,
prepared by different engineers or by the same engineers at different times, may
vary substantially.
ABANDONMENT AND RECLAMATION COSTS ARE UNKNOWN AND MAY BE SUBSTANTIAL.
We will be responsible for compliance with terms and conditions of environmental
and regulatory approvals and all laws and regulations regarding the abandonment
of our properties and reclamation of lands at the end of their economic life,
which abandonment and reclamation costs may be substantial. A breach of such
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legislation and/or regulations may result in the issuance of remedial orders,
the suspension of approvals, or the imposition of fines and penalties, including
an order for cessation of operations at the site until satisfactory remedies are
made. It is not possible to estimate with certainty the abandonment and
reclamation costs since they will be a function of regulatory requirements at
the time.
INCREASES IN OUR OPERATING EXPENSES WILL IMPACT OUR OPERATING RESULTS AND
FINANCIAL CONDITION.
Extraction, development, production, marketing (including distribution costs)
and regulatory compliance costs (including taxes) will substantially impact the
net revenues we derive from any minerals that we may produce. These costs are
subject to fluctuations and variation in different locales in which we will
operate, and we may not be able to predict or control these costs. If these
costs exceed our expectations, this may adversely affect our results of
operations. In addition, we may not be able to earn net revenue at our predicted
levels, which may impact our ability to satisfy our obligations.
PENALTIES WE MAY INCUR COULD IMPAIR OUR BUSINESS.
Failure to comply with government regulations could subject us to civil and
criminal penalties, could require us to forfeit property rights, and may affect
the value of our assets. We may also be required to take corrective actions,
such as installing additional equipment or taking other actions, each of which
could require us to make substantial capital expenditures. We could also be
required to indemnify our employees in connection with any expenses or
liabilities that they may incur individually in connection with regulatory
action against them. As a result, our future business prospects could
deteriorate due to regulatory constraints, and our profitability could be
impaired by our obligation to provide such indemnification to our employees.
ENVIRONMENTAL RISKS MAY ADVERSELY AFFECT OUR BUSINESS.
Mineral extraction operations present environmental risks and hazards and are
subject to environmental regulation pursuant to a variety of federal, state, and
local laws and regulations. Environmental legislation provides for, among other
things, restrictions and prohibitions on spills, releases or emissions of
various substances produced in association with resource operations. The
legislation also requires that facility sites be operated, maintained, abandoned
and reclaimed to the satisfaction of applicable regulatory authorities.
Compliance with such legislation can require significant expenditures and a
breach may result in the imposition of fines and penalties, some of which may be
material. Environmental legislation is evolving in a manner we expect may result
in stricter standards and enforcement, larger fines and liability and
potentially increased capital expenditures and operating costs.
The discharge of pollutants into the air, soil or water may give rise to
liabilities to governments and third parties and may require us to incur costs
to remedy such discharges. The application of environmental laws to our business
may cause us to curtail our production or increase the costs of our production,
development or exploration activities.
THE MARKET PRICE OF OUR COMMON STOCK IS LIKELY TO BE HIGHLY VOLATILE AND SUBJECT
TO WIDE FLUCTUATIONS.
Assuming we are able to establish an active trading market for our common stock,
the market price of our common stock is likely to be highly volatile and could
be subject to wide fluctuations in response to a number of factors that are
beyond our control, including:
* dilution caused by our issuance of additional shares of common stock
and other forms of equity securities, which we expect to make in
connection with future capital financings to fund our operations and
growth, to attract and retain valuable personnel and in connection
with future strategic partnerships with other companies;
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* announcements of acquisitions, reserve discoveries or other business
initiatives by our competitors;
* fluctuations in revenue from our business as new reserves come to
market;
* changes in the market for commodities or in the capital markets
generally;
* quarterly variations in our revenues and operating expenses;
* changes in the valuation of similarly situated companies, both in our
industry and in other industries;
* changes in analysts' estimates affecting us, our competitors or our
industry;
* changes in the accounting methods used in or otherwise affecting our
industry;
* additions and departures of key personnel;
* fluctuations in interest rates and the availability of capital in the
capital markets; and
These and other factors are largely beyond our control, and the impact of these
risks, singly or in the aggregate, may result in material adverse changes to the
market price of our common stock and our results of operations and financial
condition.
OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, AND THESE FLUCTUATIONS MAY
CAUSE OUR STOCK PRICE TO DECLINE.
Our operating results will likely vary in the future primarily as the result of
fluctuations in our revenues and operating expenses, expenses that we incur, the
price of minerals in the commodities markets and other factors. If our results
of operations do not meet the expectations of current or potential investors,
the price of our common stock may decline.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
We do not intend to declare dividends for the foreseeable future, as we
anticipate that we will reinvest any future earnings in the development and
growth of our business. Therefore, investors will not receive any funds unless
they sell their common stock, and stockholders may be unable to sell their
shares on favorable terms or at all. Investors cannot be assured of a positive
return on investment or that they will not lose the entire amount of their
investment in the common stock.
APPLICABLE SEC RULES GOVERNING THE TRADING OF "PENNY STOCKS" WILL LIMIT
THETRADING AND LIQUIDITY OF OUR COMMON STOCK, WHICH MAY AFFECT THE TRADING PRICE
OF OUR COMMON STOCK.
Our common stock is presently considered to be a "penny stock" and is subject to
SEC rules and regulations which impose limitations upon the manner in which such
shares may be publicly traded and regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized risk disclosure document that provides
9
information about penny stocks and the risks in the penny stock market. The
broker-dealer must also provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules generally require that prior to a transaction in a penny
stock, the broker-dealer make a special written determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for a
stock that becomes subject to the penny stock rules which may increase the
difficulty investors may experience in attempting to liquidate such securities.
FORWARD-LOOKING STATEMENTS
This Form 10-K contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are likely to differ materially from those anticipated in these
forward-looking statements for many reasons.
ITEM 2. PROPERTIES
We currently do not own any physical property or own any real property which we
occupy and run our business. Our address is located at Suite 322 - 235 W.
Brandon Blvd, Brandon, FL 33511.
In 2011, the Company had entered into an option agreement with Sundance Gold
Ltd. whereby they where granted the right to earn 70% of 20 mineral claims in
the State of Nevada covering approximately 200 acres known as the Dolly Varden
claims. As per the terms of the agreement the company was to spend $500,000 on a
work program on this property by December 31, 2011. The company experienced
difficulties securing financing for the work program on these claims and as per
the agreement forfeited their right to earn 70% of these mineral claims.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 4. MINE SAFETY DISCLOSURES
None.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
As of the date of this report we have approximately 27 shareholders of record.
We have paid no cash dividends and have no outstanding options. We have no
securities authorized for issuance under equity compensation plans.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or quotation system. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock, to
deliver a standardized risk disclosure document prepared by the SEC, that: (a)
contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading; (b) contains a
description of the broker's or dealer's duties to the customer and of the rights
and remedies available to the customer with respect to a violation to such
duties or other requirements of Securities' laws; (c) contains a brief, clear,
narrative description of a dealer market, including bid and ask prices for penny
stocks and the significance of the spread between the bid and ask price; (d)
contains a toll-free telephone number for inquiries on disciplinary actions; (e)
defines significant terms in the disclosure document or in the conduct of
trading in penny stocks; and (f) contains such other information and is in such
form, including language, type, size and format, as the SEC shall require by
rule or regulation. The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a suitably written statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock if it becomes subject to these
penny stock rules. Therefore, if our common stock becomes subject to the penny
stock rules, stockholders may have difficulty selling those securities.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
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 our 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. We are a development stage company
and have yet to generated enough revenues to achieve profitability.
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RESULTS OF OPERATIONS
We are still in the development stage and have generated no revenues to date.
We incurred expenses of $115,705 from inception (March 24, 2006) to the year
ending March 31, 2012. These expenses consisted of general operating expenses,
professional fees incurred in connection with the day to day operation of our
business and the preparation and filing of our periodic reports and recognition
of impairment loss on the properties purchased. Our net loss from inception
(March 24, 2006) to the year ending March 31, 2012 was $115,705.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues there is no assurance we will ever reach
profitability.
The following table provides selected financial data about our company for the
years ended March 31, 2010 and 2011.
Balance Sheet Data: 3/31/12 3/31/11
------------------- ------- -------
Cash $ 0 $ 0
Total liabilities $ 88,205 $ 58,634
Shareholders' (deficit) $(88,205) $(58,634)
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at March 31, 2012 was $0 with outstanding liabilities of
$88,205. Management believes our current cash balance will be unable to sustain
operations for the next 12 months. 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. We are a development stage company and have generated no revenue to date.
PLAN OF OPERATION
Our cash balance is $0 as of March 31, 2012. We believe 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. We are a development stage
company and have generated no revenue to date.
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have generated minimal revenues to date. There is no assurance we
will ever profitability.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
12
ITEM 8. FINANCIAL STATEMENTS
MADSEN & ASSOCIATES CPA's, INC. 684 East Vine Street, #3
Certified Public Accountants Murray, Utah, 84107
To the Board of Directors and
Stockholders of Viking Minerals Inc.
(A Pre-Exploration Stage Company)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying balance sheets of Viking Minerals Inc. (A
Pre-Exploration Stage Company) (The Company) as of March 31, 2012 and 2011, and
the related statements of operations, stockholders' deficit, and cash flows for
each of the years in the two-year period ended March 31, 2012, and for the
period March 24, 2006 (date of inception) to March 31, 2012. The Company's
management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Viking Minerals Inc. (A
Pre-Exploration Stage Company) as of March 31, 2012 and 2011, and the results of
its operations and its cash flows for each of the years in the two-year period
ended March 31, 2012, and for the period March 24, 2006 (date of inception) to
March 31, 2012, in conformity with accounting principles generally accepted in
the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company will need additional
working capital to service its debt and for its planned activity, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Madsen & Associates CPA's, Inc.
----------------------------------------------
Madsen & Associates CPA's, Inc.
Salt Lake City, Utah
July 16, 2012
13
Viking Minerals Inc.
(A Pre-Exploration Stage Company)
Balance Sheet
(Stated in US Dollars)
As of As of
March 31, March 31,
2012 2011
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ -- $ --
---------- ----------
TOTAL CURRENT ASSETS -- --
---------- ----------
TOTAL ASSETS $ -- $ --
========== ==========
LIABILITIES
CURRENT LIABILITIES
Accounts payable $ 56,099 $ 33,634
Advances from related party 7,106 --
Advance 32,106 25,000
---------- ----------
TOTAL CURRENT LIABILITIES 88,205 58,634
---------- ----------
TOTAL LIABILITIES 88,205 58,634
---------- ----------
STOCKHOLDERS' DEFICIT
Common Stock, $0.001 par value
400,000,00 Common Shares Authorized
108,000,000 and 353,500,000 Shares Issued as of
March 31, 2012 and March 31, 2011, respectively 108,000 353,500
Additional paid-in capital (80,500) (326,000)
Deficit accumuated during exploration period (115,705) (86,134)
---------- ----------
TOTAL STOCKHOLDERS DEFICIT (88,205) (58,634)
---------- ----------
TOTAL LIABILITES AND STOCKHOLDERS DEFICIT $ -- $ --
========== ==========
The accompanying notes are an integral part of these financial statements.
14
Viking Minerals Inc.
(A Pre-Exploration Stage Company)
Statements of Operations
(Stated in US Dollars)
For the year For the year From inception
ended ended (March 24, 2006) to
March 31, March 31, March 31,
2012 2011 2012
------------ ------------ ------------
REVENUE $ -- $ -- $ --
------------ ------------ ------------
EXPENSES
Recognition of an Impairment Loss
(Property Expenses) -- 25,000 50,624
Accounting & Professional Fees 29,571 24,210 65,081
------------ ------------ ------------
TOTAL EXPENSES 29,571 49,210 115,705
Net loss from operations (29,571) (49,210) (115,705)
------------ ------------ ------------
NET INCOME (LOSS) $ (29,571) $ (49,210) $ (115,705)
============ ============ ============
BASIC & DILUTED (LOSS) PER COMMON SHARE (0.000) (0.000)
------------ ------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 163,673,497 353,049,315
The accompanying notes are an integral part of these financial statements.
15
Viking Minerals Inc.
(A Pre-Exploration Stage Company)
STATEMENT OF STOCKHOLDER'S DEFICIT
From Inception (March 24, 2006) to March 31, 2012
(Stated in US Dollars)
Deficit
Accumulated
Common Stock During
----------------------- Paid in Exploration Total
Shares Amount Capital Stage (Deficit)
------ ------ ------- ----- ---------
Balance March 24, 2006
(date of inception)
Issuance of common stock 350,000,000 $ 350,000 $ (330,000) $ -- $ 20,000
Net operating loss for the year
ended March 31, 2007 (30,600) (30,600)
------------ --------- ---------- --------- ---------
Balance, March 31, 2007 350,000,000 350,000 (330,000) (30,600) (10,600)
Net operating loss for the year
ended March 31, 2008 (2,812) (2,812)
------------ --------- ---------- --------- ---------
Balance, March 31, 2008 350,000,000 350,000 (330,000) (33,412) (13,412)
Net operating loss for the year
ended March 31, 2009 (3,162) (3,162)
------------ --------- ---------- --------- ---------
Balance, March 31, 2009 350,000,000 350,000 (330,000) (36,574) (16,574)
Net operating loss for the year
ended March 31, 2010 (350) (350)
------------ --------- ---------- --------- ---------
Balance, March 31, 2010 350,000,000 350,000 (330,000) (36,924) (16,924)
Issued 100,000 shares May 18, 2010 3,500,000 3,500 4,000 7,500
Net operating loss for the year
ended March 31, 2011 (49,210) (49,210)
------------ --------- ---------- --------- ---------
Balance, March 31, 2011 353,500,000 353,500 (326,000) (86,134) (58,634)
Shares Canceled June 23, 2011 (245,500,000) (245,500) 245,500 --
Net operating loss for the year
ended March 31, 2012 (29,571) (29,571)
------------ --------- ---------- --------- ---------
Balance, March 31, 2012 108,000,000 $ 108,000 $ (80,500) $(115,705) $ (88,205)
============ ========= ========== ========= =========
The accompanying notes are an integral part of these financial statements.
16
Viking Minerals Inc.
(A Pre-Exploration Stage Company)
Statements of Cash
Flows
(Stated in US Dollars)
For the year For the year From inception
ending ending (March 24, 2006) to
March 31, March 31, March 31,
2012 2011 2012
---------- ---------- ----------
OPERATING ACTIVITIES
Net income (loss) $ (29,571) $ (49,210) $ (115,705)
Recognition of an Impairment Loss
(Mineral Claims) -- 25,000 50,624
Stock issued for service -- 7,500 7,500
Accounts payable 22,465 16,710 56,099
---------- ---------- ----------
NET CASH USED IN OPERATING ACTIVITIES (7,106) -- (1,482)
INVESTING ACTIVITIES
Purchase of mineral claim -- (25,000) (50,624)
---------- ---------- ----------
NET CASH USED IN INVESTING ACTIVITIES -- (25,000) (50,624)
FINANCING ACTIVITIES
Advances -- 25,000 25,000
Advances from related party 7,106 -- 7,106
Common stock issued for cash -- -- 20,000
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 7,106 25,000 52,106
Cash at beginning of period -- -- --
CASH AT END OF PERIOD $ -- $ -- $ --
========== ========== ==========
CASH PAID FOR:
Interest $ -- $ -- $ --
========== ========== ==========
Income Tax $ -- $ -- $ --
========== ========== ==========
The accompanying notes are an integral part of these financial statements.
17
VIKING MINERALS INC.
Pre-Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS
March 31, 2012
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. In
January 2011 the company filed an amendment with the state of Nevada to increase
the authorized shares to 400,000,000 shares of common stock at a par value of
$0.001 per share.
The company was organized for the purpose of acquiring and developing mineral
claims and is in the pre-exploration 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.
On March 31, 2012, the company had a net operating loss available for
carryforward of $115,705. The income tax benefit of approximately $40,000 from
the carryforward has been fully offset by a valuation reserve because the use of
the future tax benefit is doubtful since the company has been unable to project
a reliable estimated net income for the future. The net operating loss will
begin to expire in 2026.
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 the basic and diluted per share amounts are the same.
18
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
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.
19
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. ACQUISITION OF A MINERAL CLAIM
In 2011, the Company had entered into an option agreement with Sundance Gold
Ltd. whereby they where granted the right to earn 70% of 20 mineral claims in
the State of Nevada covering approximately 200 acres known as the Dolly Varden
claims. As per the terms of the agreement the company was to spend $500,000 on a
work program on this property by December 31, 2011. The company experienced
difficulties securing financing for the work program on these claims and as per
the agreement forfeited their right to earn 70% of these mineral claims. All
costs incurred for the Sundance Gold Ltd property have been impaired and
expensed during this last fiscal year.
4. 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. The value of these shares
was calculated by using 75 hours of consulting at a charge rate of $100 per
hour.
On January 18, 2011 the company executed a forward split of its common stock on
the basis of 35 new common shares for each existing 1 common share. The record
date for the action was January 27, 2011, and the payment date was January 28,
2011. The forward split was payable as a dividend. All share references in these
financial statements have been retroactively adjusted for this forward split.
On June 23, 2011 the company received notice that 245,500,000 common outstanding
shares were cancelled. After this event the current total issued and outstanding
number of shares was 108,000,000 common shares.
5. SIGNIFICANT TRANSACTOINS WITH RELATED PARTIES
During the year ended March 31, 2012, the CEO advanced $7,106 to the Company.
These advances are non-interest bearing and payable on demand.
The CEO, through affiliated companies, has acquired 9.3% of the outstanding
common capital stock of the company.
20
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.
21
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
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.
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 March 31, 2012 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
22
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by our Chief Executive Officer in connection with the review of our financial
statements as of March 31, 2012.
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.
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.
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 March 31, 2012. Additionally, we plan to test our updated
controls and remediate our deficiencies by March 31, 2012.
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.
23
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
The names, ages and titles of our executive officers and director are as
follows:
Name and Address of Executive
Officer and/or Director Age Position
----------------------- --- --------
Charles Irizarry 48 President, Chief Executive Officer and
Director
For the past five years, Charles Irizarry has been engaged in the resource
sector, managing and directing resource exploration companies. Since 1995, Mr.
Irizarry has been president of a private consulting firm that provides
management support and consulting advice to junior resource companies. From 2005
to 2008, Mr. Irizarry was the President of a coal exploration company that was
engaged in the exploration of coal properties in Mexico. Mr. Irizarry studied
business in state college and is completing his Masters in Business
Administration. Under the direction of Mr. Irizarry, the Company plans to expand
its business to seek high quality resource projects with good exploration and
production potential.
TERM OF OFFICE
Our director is appointed to hold office until the next annual meeting of our
stockholders or until his successor is elected and qualified, or until he
resigns or is removed in accordance with the provisions of the State of Nevada
Statutes. Our officer is appointed by our Board of Directors and holds office
until removed by the Board.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our officer and/or directors who
collectively devote approximately 10 hours per week to company matters.
Our officers and directors have not been the subject of any order, judgment, or
decree of any court of competent jurisdiction, or any regulatory agency
permanently or temporarily enjoining, barring, suspending or otherwise limited
him from acting as an investment advisor, underwriter, broker or dealer in the
securities industry, or as an affiliated person, director or employee of an
investment company, bank, savings and loan association, or insurance company or
from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any securities.
Our officers and directors have not been convicted in any criminal proceeding
(excluding traffic violations) nor is he subject of any currently pending
criminal proceeding.
We conduct our business through agreements with consultants and arms-length
third parties. We pay our consulting geologist the usual and customary rates
received by geologists performing similar consulting services.
CODE OF ETHICS
Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.
24
We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.
Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:
* Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
* Full, fair, accurate, timely and understandable disclosure in reports
and documents that we file or submit to the Securities & Exchange
Commission and in other public communications made by us;
* Compliance with applicable governmental laws, rules and regulations;
* The prompt internal reporting to an appropriate person or persons
identified in the code of violations of our Code of Ethical Conduct;
and
* Accountability for adherence to the Code.
ITEM 11. EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the past three years.
Annual Compensation Long Term Compensation
--------------------------------- ----------------------------------
Restricted
Other Annual Stock Options/ LTIP All Other
Name Title Year Salary($) Bonus Compensation Awarded SARs(#) Payouts($) Compensation
---- ----- ---- --------- ----- ------------ ------- ------- ---------- ------------
Charles President, 2010 $ 7,500 $0 $0 100,000 $0 $0 $0
Irizarry CEO, CFO 2011 $17,500 $0 $0 0 $0 $0 $0
and Director 2012 $ 0 $0 $0 0 $0 $0 $0
There are no annuity, pension or retirement benefits proposed to be paid to the
officer or director or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of March 31, 2012 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) our director, and or (iii) our officer.
Unless otherwise indicated, the stockholder listed possesses sole voting and
investment power with respect to the shares shown.
25
Amount and Nature
of Beneficial Percentage of
Title of Class Name and Address of Beneficial Owner Ownership Common Stock (1)
-------------- ------------------------------------ --------- ---------------
Common Stock Charles Irizarry 10,000,000 9.3%
Suite 322 - 235 W. Brandon Blvd
Brandon, FL 33511
Holders of More than 5% of Our Common Stock
----------
(1) A beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
vote, or to direct the voting of shares; and (ii) investment power, which
includes the power to dispose or direct the disposition of shares. Certain
shares may be deemed to be beneficially owned by more than one person (if,
for example, persons share the power to vote or the power to dispose of the
shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the
information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason
of these acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in this table does not necessarily reflect
the person's actual ownership or voting power with respect to the number of
shares of common stock actually outstanding on July 19, 2012.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of our directors, or officers, any proposed nominee for election as a
director, any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to all of our outstanding
shares, any promoter, or any relative or spouse of any of the foregoing persons
has any material interest, direct or indirect, in any transaction since our
incorporation or in any presently proposed transaction which, in either case,
has or will materially affect us.
Our management is involved in other business activities and may, in the future
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between our business and their other business interests. In the event that a
conflict of interest arises at a meeting of our directors, a director who has
such a conflict will disclose his interest in a proposed transaction and will
abstain from voting for or against the approval of such transaction.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended March 31, 2011, the total fees charged to the company for
audit services, including quarterly reviews, were $3,500.
For the year ended March 31, 2012, there were $6,665 in fees charged to the
company for audit services, audit-related services and tax services.
26
PART IV
ITEM 15. EXHIBITS
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation*
3(ii) Bylaws*
31.1 Sec. 302 Certification of Chief Executive Officer
31.2 Sec. 302 Certification of Chief Financial Officer
32.1 Sec. 906 Certification of Chief Executive Officer
32.2 Sec. 906 Certification of Chief Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T
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* Filed with the SEC as an exhibit to our Form SB-1 Registration Statement
originally filed on December 19, 2006.
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
July 19, 2012 Viking Minerals Inc.
By: /s/ Charles Irizarry
-------------------------------------
Charles Irizarry, President and
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
July 19, 2012 Viking Minerals Inc.
By: /s/ Charles Irizarry
-------------------------------------
Charles Irizarry, President,
(Principal Executive Officer and
Principal Accounting Officer)
27
