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EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE AND CHIEF FINANCIAL OFFICER. - SPIRE TECHNOLOGIES INC.exh32-1.htm
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER. - SPIRE TECHNOLOGIES INC.exh31-1.htm







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

FORM 10-Q

[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012
   
OR
 
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-50664

DRAVCO MINING INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

Unit 404-#101 - 1865 Dilworth Drive
Kelowna, British Columbia
Canada   V1Y 9T1
(Address of principal executive offices, including zip code.)

1-888-437-5268
(telephone number, including area code)

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 last 90 days.     YES [X]   NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [   ]   NO [X]

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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
Large Accelerated Filer
[   ]
 
Accelerated Filer
[   ]
 
Non-accelerated Filer
[   ]
 
Smaller Reporting Company
[X]
 
(Do not check if 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 [X]   NO [   ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 18,000,000 as of October 31, 2012.





 
 

 

PART I – FINANCIAL INFORMATION




ITEM 1.          FINANCIAL STATEMENTS

 
Balance Sheets (Unaudited)
F-1
 
Statements of Expenses (Unaudited)
F-2
 
Statements of Cash Flows (Unaudited)
F-3
 
Notes to Unaudited Financial Statements
F-4



































 

 2 | P a g e

 


DRAVCO MINING INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
 
       
 
       
   
September 30,
 
December 31,
   
2012
 
2011
 
       
ASSETS
       
 
       
Current Assets:
       
Cash
$
6,476
$
828
Prepaid
 
1,137
 
5,000
 
       
 
       
Total Assets
$
7,613
$
5,828
 
       
LIABILITIES AND STOCKHOLDERS’ DEFICIT
       
 
       
Current Liabilities:
       
Accounts & interest payable
$
39,225
$
13,731
Due to a stockholder
 
36,627
 
35,627
Convertible notes payable
 
32,500
 
15,000
Promissory notes payable
 
68,500
 
-
 
       
Total Liabilities
 
176,852
 
64,358
 
       
STOCKHOLDERS' DEFICIT
       
 
       
Common Stock
Authorized: 100,000,000 shares with a $0.00001 par value
Issued and outstanding: 18,000,000 shares
 
180
 
180
 
       
Additional Paid-in Capital
 
205,570
 
204,670
 
       
Deficit Accumulated During the Development Stage
 
(374,989)
 
(263,380)
 
       
Total Stockholders' Deficit
 
(169,239)
 
(58,530)
 
       
Total Liabilities and Stockholders' Deficit
$
7,613
$
5,828


See accompanying Notes to the Unaudited Financial Statements


F-1

 

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DRAVCO MINING INC.
(A Development Stage Company)
STATEMENTS OF EXPENSES
(Unaudited)
 
 
   
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
For the Period From
September 20, 2000
(date of inception) to
   
2012
 
2011
 
2012
 
2011
 
September 30, 2012
 
                   
EXPENSES
                   
 
                   
Consulting fees
$
-
$
-
$
-
$
-
$
2,500
Interest expense
 
6,193
 
-
 
10,347
 
-
 
10,347
Mineral property costs
 
-
 
-
 
-
 
-
 
8,370
Office and administrative
 
5,551
 
1,464
 
19,317
 
3,777
 
74,959
Professional fees
 
54,220
 
1,500
 
69,153
 
8,500
 
217,231
Transfer agent and filing fees
 
5,609
 
1,725
 
10,562
 
5,928
 
52,998
Travel
 
2,230
 
3,535
 
2,230
 
3,535
 
8,584
 
                   
Total Expenses
 
73,803
 
8,224
 
111,609
 
21,740
 
374,989
 
                   
NET LOSS
$
(73,803)
$
(8,224)
$
(111,609)
$
(21,740)
$
(374,989)
 
                   
NET LOSS PER COMMON
SHARE:
                   
 
                   
Basic and Diluted
$
(0.00)
$
(0.00)
$
(0.01)
$
(0.00)
   
 
                   
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING
 
18,000,000
 
18,000,000
 
18,000,000
 
18,000,000
   


See accompanying Notes to the Unaudited Financial Statements


F-2

 

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DRAVCO MINING INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
   
Nine Months Ended
September 30,
 
For the Period From
September 20, 2000
(date of inception) to
   
2012
 
2011
 
September 30, 2012
 
           
OPERATING ACTIVITIES
           
 
           
Net loss
$
(111,609)
$
(21,740)
$
(374,989)
 
           
Adjustments to reconcile net loss to net cash used in
operating activities:
           
- Donated rent
 
900
 
900
 
5,700
 
           
Change in operating assets and liabilities:
           
- Prepaid expenses
 
3,863
 
(5,000)
 
(1,137)
- Increase in accounts & interest payable
 
25,494
 
3,348
 
39,225
 
           
Net Cash (used in) Operating Activities
 
(81,352)
 
(22,492)
 
(331,201)
 
           
FINANCING ACTIVITIES
           
 
           
Due to stockholder
 
1,000
 
(10,265)
 
36,627
Proceeds from sale of stock
 
-
 
-
 
200,050
Proceeds from issuance of convertible notes payable
 
32,500
 
15,000
 
47,500
Proceeds from issuance of promissory note payable
 
53,500
 
-
 
53,500
 
           
Net Cash Provided By  Financing Activities
 
87,000
 
4,735
 
337,677
 
           
CHANGE IN CASH
 
5,648
 
(17,757)
 
6,476
 
           
CASH - Beginning of Period
 
828
 
18,806
 
-
 
           
CASH - End of Period
$
6,476
$
1,049
$
6,476
 
           
Non-Cash Activities
           
Reclass from convertible to non-convertible debt
 
15,000
 
-
 
15,000
 
           
Supplemental Disclosures
           
Interest paid
$
-
$
-
$
-
Income taxes paid
$
-
$
-
$
-


See accompanying Notes to the Unaudited Financial Statements


F-3

 

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Dravco Mining Inc.
(A Development Stage Company)
Notes to the Unaudited Financial Statements
September 30, 2012



1.         Basis of Financial Statement Presentation

The accompanying unaudited interim financial statements of Dravco Mining Inc. (“Dravco” or the “Company”) have been prepared in accordance with the accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Dravco’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent year, 2011, as reported in Form 10-K, have been omitted. Operating results for the nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

2.         Going Concern

As at September 30, 2012, the Company has never generated any revenues, and has accumulated losses since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon the ability of the Company to meet financial requirements, raise additional capital; which will likely involve the issuance of debt and/or equity securities, and to identify any new business opportunities.

3.         Related Party Transactions

The President of the Company is owed $36,627 as of September 30, 2012 for expenses paid on behalf of the Company.  The amount due is unsecured, non-interest bearing and due on demand.

During the nine months ended September 30, 2012, the President has provided office space valued at $900 which was recorded as donated capital.

4.         Convertible and Other Notes Payable

During the nine months ended September 30, 2012, the Company borrowed $32,500 under convertible debentures. The debentures bear interest of 10% per annum and are due on January 31, 2013 and March 1, 2013. Until the due dates, the holder may elect to convert the debentures in whole or in part into shares at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a 20% discount. The Company evaluated the convertible notes for derivatives noting that as the conversion price cannot be determined until $1 million in financing has been raised; the derivative liability cannot be determined as of September 30, 2012.

On August 18, 2011, the Company borrowed $15,000 under convertible debentures. The debentures bear interest of 10% per annum. The debentures matured on August 18, 2012. The notes were convertible until August 18, 2012 at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a 20% discount. As of September 30, 2012, the notes are no longer convertible.

F-4

 

 6 | P a g e

 

Dravco Mining Inc.
(A Development Stage Company)
Notes to the Unaudited Financial Statements
September 30, 2012



4.         Convertible and Other Notes Payable (continued)

On May 15, 2012 the Company borrowed $28,500 from a non-related party under a promissory note.  The promissory note bears interest at a rate of 6% per annum and was due in full on June 15, 2012.  As of the date of this report the promissory note has not been repaid and is in default.

On August 31, 2012 the Company borrowed an aggregate of $25,000 from two non-related parties under promissory notes.  The notes bear an interest amount equal to $2,500 and were due on September 15, 2012.  As of the date of this report the promissory notes have not been repaid and are in default.





































F-5

 

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ITEM 2.          MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.  In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.  All references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report the terms “we”, “us”, “our”, and the “Company” means Dravco Mining Inc., unless otherwise indicated.

Overview

We were incorporated in the State of Nevada on September 20, 2000 as Dundee Mining Inc.  On October 2, 2002 the Company changed its name to Dravco Mining Inc.  We maintain our statutory registered agent’s office at 101 Convention Center Dr., Suite 700, Las Vegas, NV 89109 and our corporate office is located at Unit 404-#101- 1865 Dilworth Drive, Kelowna, British Columbia, Canada V1Y 9T1.  To date, our only activities have been directed at raising our initial capital and developing our business plan.

Our original plan of operation was to prospect for gold in the Nickel Plate Mountain area of Hedley, Osoyoos Mining Division, British Columbia, Canada.  Due to our failure to commence our exploration work on a timely basis our original geologist was unavailable to do work for us.  Our continued search for a new geologist was not successful. We continued to hold the property until September 2008, but at the time of renewal decided that it was in our best interest to forfeit the mineral claims due to the costs associated with maintaining title to the claims.  As a result, we have been exploring alternative business opportunities.

We are defined as a “shell company” whose sole purpose at this time is to locate and consummate a merger and/or acquisition of an operating entity. We have no employees and own no property.  We have no monthly rent but expense a monthly fee of $100 towards donated rent.  Rodney Lozinski, our president, chief financial officer and sole director, provides us his office in which we conduct business on our behalf.  Mr. Lozinski does not receive any remuneration for the use of this facility or time spent on behalf of us. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, until our business plan is more fully implemented. We do not intend to perform any further operations until a merger or acquisition candidate is located and a merger or acquisition consummated.

On March 5, 2012, we retained Global Arena Capital Corp. (“Global”) as financial advisor to the Company.  Global Arena Capital Corp. is a SEC, FINRA registered broker-dealer.



 

 8 | P a g e

 

On March 7, 2012, we entered into a non-binding Letter of Intent (“LOI”) with Paradox Basin Resources Corp. (“Paradox”) which was subsequently amended on June 30, 2012, whereby we would merge with a wholly owned subsidiary of Dravco to be incorporated prior to closing.  The Letter of Intent expired on August 15, 2012, and each of Dravco and Paradox have agreed that the Letter of Intent will not be extended. Dravco and Paradox will not proceed to complete the transactions contemplated in the Letter of Intent. At the date of this report, we continue to explore alternative business opportunities.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about Dravco Mining Inc. upon which to base an evaluation of our performance.  We are a development stage corporation and have not generated any revenues from operations.

Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of new business opportunities.  We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change. We have limited capital resources and there is no assurance that future financing will be available to our Company on acceptable terms.  If additional capital is required we will raise funds by issuing debt and/or equity securities although we have no current arrangements or agreements to such financings at this time. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

At September 30, 2012, we had a working capital deficit of $169,239.  At September 30, 2012, total assets increased to $7,613 from total assets of $5,828 at December 31, 2011.  Total assets consisted of $6,476 in cash, and $1,137 in prepaid expenses.  The increase is primarily due to an aggregate of $86,000 borrowed from several non-related parties under convertible debentures and promissory notes during the nine months ended September 30, 2012.

Net cash used in operating activities was $81,352 and $22,492 for the nine months ended September 30, 2012 and 2011, respectively.  The increase of $58,860 in cash used by operating activities was primarily due to the increase in operating expenditures, including legal and administrative costs and interest expense on convertible and other notes payable outstanding in the Company.

Net cash provided by financing activities was $87,000 and $4,735 for the nine months ended September 30, 2012 and 2011, respectively.

We have limited cash and cash equivalents on hand.  We do not believe we have enough money to meet our cash requirements for the next twelve months, as we have yet to commence operations and have not generated any revenues and there can be no assurance that we can generate significant revenues from operations.  During the next twelve months we expect to incur indebtedness for administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing.

Since inception, we have used our common stock to raise money for the mineral property acquisition, for corporate expenses and to repay outstanding indebtedness.  Net cash provided by the sale of shares from inception on September 20, 2000 to September 30, 2012 was $200,050.  To date, our President has advanced a total of $36,627 to us for working capital.  This advance will need to be repaid once funds are available.  There can be no assurance that he will continue to advance funds as required or that methods of financing will be available or accessible on reasonable terms.



 

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On August 18, 2011, we entered into agreements with three non-related parties whereby the non-related parties each advanced to us $5,000 under a convertible debenture, for an aggregate principal amount of $15,000.  The debentures bared an interest rate of 10% per annum which was to be calculated on the unpaid balance on the maturity date of August 18, 2012.   The notes were convertible until August 18, 2012 at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a 20% discount. As of September 30, 2012, the notes are no longer convertible.

During the nine months ended September 30, 2012, the Company borrowed $32,500 under convertible debentures with terms similar to the debentures issued in August 2011.  The debentures bear interest of 10% per annum and are due on January 31, 2013 and March 1, 2013 respectively.  Until the due dates, the holder may elect to convert the debentures in whole or in part into shares of the Company at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a discount of 20% per share.

On May 15, 2012, we borrowed $28,500 from a non-related party under a promissory note.  The promissory note bears interest at a rate of 6% per annum and was due in full on June 15, 2012.On August 31, 2012 the Company borrowed an aggregate of $25,000 from two non-related parties under promissory notes.  The notes bear an interest amount equal to $2,500 and were due on September 15, 2012.  As of the date of this report the promissory notes have not been repaid and are in default.

We incurred a loss of $111,609 for the nine months ended September 30, 2012 and we have incurred an aggregate deficit since inception of $374,989.   Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our President and stockholders, the continued issuance of equity to new stockholders and our ability to achieve and maintain profitable operations.

The Company’s management is exploring a variety of options to meet the Company’s cash requirements and future capital requirements, including the possibility of equity offerings, debt financing and business combinations. There can be no assurance that the Company will be able to raise additional capital, and if the Company is unable to raise additional capital, it will unlikely be able to continue as a going concern.

Going Concern Uncertainties

As of the date of this quarterly report, there is doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations and loan commitments.  The financial statements included in this quarterly report have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its obligations in the normal course of business.  If the Company were not to continue as a going concern, we would likely not be able to realize our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

Our future success and viability, therefore, are dependent upon our ability to generate capital financing.  The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and our shareholders.

Because we have a working capital deficit, have not generated any revenues, and have incurred losses from operations since inception, in their report on our audited financial statements for the year ended December 31, 2011, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.  Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Off-Balance Sheet Arrangements

As of September 30, 2012, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.


 

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Results of Operations

For the nine months ended September 30, 2012 and 2011

We did not generate any revenues during the nine month periods ended September 30, 2012 and 2011.  We had a net loss of $111,609 for the nine months ended September 30, 2012 compared to a net loss of $21,740 for the nine month period ended September 30, 2011.  The change is explained below.

Operating Expenses:  Operating expenses were $111,609 and $21,740 for the nine months ended September 30, 2012 and 2011, respectively.  During the period ended September 30, 2012, total operating expenses increased by $89,869. By categories, professional fees increased by  $60,653 due to legal fees paid in connection with due diligence on a potential merger candidate that was subsequently abandoned and audit fees, office and administrative expenses increased by $15,540 during the period primarily as a result of costs incurred for due diligence and preparation of documentation for the proposed merger with Paradox, transfer agent and filing fees increased by $4,634, travel expenses decreased by $1,305 and we  incurred interest expenses of $10,347 during the period ended September 30, 2012 on notes payable still outstanding in the Company.

For the three months ended September 30, 2012 and 2011

We did not generate any revenues during the three month periods ended September 30, 2012 and 2011.  We had a net loss of $73,803 for the three months ended September 30, 2012 compared to a net loss of $8,224 for the three month period ended September 30, 2011.  Details are as follows:

Operating Expenses:  During the period ended September 30, 2012, total operating expenses increased by $65,579.  The increase in operating expenses was largely due to increases of $52,720 in professional fees (legal and audit) $4,087 in office and administrative expenses and $3,884 in transfer agent and filing fees during the period as a result of costs incurred for due diligence and preparation of documentation for the proposed merger with Paradox.  We also incurred interest expenses of $6,193 on notes payable still outstanding in the Company. Travel expenses decreased by $1,305.

As of the date of this report, we have yet to generate any revenues from our business operations. As a result, we have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future as we attempt to expand our infrastructure and development activities.  Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses.  We have limited resources and there is no assurance that future financing will be available to our Company on acceptable terms. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.

Critical Accounting Policies

There have been no material changes in our existing accounting policies and estimates from the disclosures included in our 2011 Form 10-K, except for the newly adopted accounting policies as disclosed in the interim financial statements.


ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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



 

 11 | P a g e

 

ITEM 4.          CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are not effective since the following material weaknesses exist:

 
(i)
The Company’s management is relying on external consultants for purposes of preparing its financial reporting package; the company’s sole officer may not be able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure document.

 
(ii)
As the Company is governed by one officer who is also the only director, there is an inherent lack of segregation of duties and lack of independent governing board. Currently the Board of Directors acts in the capacity of the Audit Committee.

 
(iii)
The Company does not have standard procedures in place to ensure that the financial statements agree to the underlying source documents and accounting records, that all of its transactions are completely reflected in the financial statements.

 
(iv)
There are no controls in place to ensure that expenses are recorded when incurred, as opposed to when invoices are presented by suppliers, increasing the risk of incomplete expenses and accrued liabilities.

Once the Company is engaged in a business of merit and has sufficient personnel available, our Board of Directors will nominate an audit committee and audit committee financial expert and we will appoint additional personnel to assist with the preparation of our financial statements; which will allow for proper segregation of duties as well as additional manpower for proper documentation.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 


PART II. OTHER INFORMATION


ITEM 1.          LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceedings or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.



 

 12 | P a g e

 

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

On August 18, 2011, we entered into agreements with three non-related parties whereby the non-related parties each advanced to us $5,000 under a convertible debenture, for an aggregate principal amount of $15,000.  The debentures bared an interest rate of 10% per annum which was to be calculated on the unpaid balance on the maturity date of August 18, 2012.  The notes were convertible until August 18, 2012 at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a 20% discount. As of September 30, 2012, the notes are no longer convertible.

During the nine months ended September 30, 2012, the Company borrowed $32,500 from a non-related party under convertible debentures with terms similar to the debentures issued in August 2011.  The debentures bear interest of 10% per annum and are due on January 31, 2013 and March 1, 2013 respectively.  Until the due dates, the holder may elect to convert the debentures in whole or in part into shares of the Company at a conversion rate equal to the price of any aggregate financing exceeding one million dollars less a discount of 20% per share.

The Company believes that the convertible notes were offered in reliance on Section 506 of Regulation D and/or regulation S of the Securities Act, and comparable exemptions for sales to “accredited” investors under state securities laws.


ITEM 3.          DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 5.          OTHER INFORMATION

None.


ITEM 6.          EXHIBITS

The following documents are included herein:

Exhibit No.
Document Description
 
 
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
 
 
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).








 

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SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 31st day of October 2012.


 
DRAVCO MINING INC.
 
(Registrant)
     
     
 
BY:
/s/ RODNEY LOZINSKI
   
Rodney Lozinski
   
President, Principal Executive and Principal Financial Officer, Treasurer/Secretary, Principal Accounting Officer, and sole member of the Board of Directors






 
 

 

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EXHIBIT INDEX

Exhibit No.
Document Description
 
 
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
 
 
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).
















 

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