Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For the quarterly period ended December 31, 2012
Commission File Number 000-54667
RAIDER VENTURES INC.
(Name of small business issuer in its charter)
NORTHERN MINERALS INC.
(Former Name of small business issuer)
Nevada 20-8624019
(State of incorporation) (IRS Employer ID Number)
16133 Ventura Blvd., Suite 700
Encino, CA 91436
(818) 995-9107
(Address and telephone number of principal executive offices)
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 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 (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if Smaller reporting company)
There were 54,000,000 shares of Common Stock outstanding as of February 14,
2013.
RAIDER VENTURES INC.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 10
Item 4. Controls and Procedures 10
Part II
Item 1. Legal Proceedings 12
Item 1A. Risk Factors 12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Mine Safety Disclosures 12
Item 5. Other Information 12
Item 6. Exhibits 12
Signatures 13
2
ITEM 1. FINANCIAL STATEMENTS.
The following consolidated unaudited condensed financial statements of Raider
Ventures Inc. (the "Company") for the nine-month period ended December 31, 2012
are included with this Quarterly Report on Form 10-Q:
(a) Condensed Balance Sheets as at December 31, 2012 and March 31, 2012.
(b) Condensed Statements of Operations and Comprehensive Loss for (i) the
three and nine months ended December 31, 2012 and 2011, and (ii) the
cumulative period from inception (March 5, 2007) to December 31, 2012.
(c) Condensed Statements of Cash Flows for (i) the nine months ended
December 31, 2012 and 2011, and (ii) the cumulative period from
inception (March 5, 2007) to December 31, 2012.
(d) Notes to Condensed Financial Statements.
3
RAIDER VENTURES INC.
(f/k/a NORTHERN MINERALS INC.)
(An Exploration Stage Company)
Condensed Balance Sheets
--------------------------------------------------------------------------------
As of As of
December 31, March 31,
2012 2012
---------- ----------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 15,556 $ 1,293
Prepaid expenses 3,000 --
---------- ----------
TOTAL CURRENT ASSETS 18,556 1,293
---------- ----------
$ 18,556 $ 1,293
========== ==========
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 356 $ --
Accrued interest 537 --
Note payable 80,000 --
Loan from a director -- 42,800
---------- ----------
TOTAL CURRENT LIABILITIES 80,893 42,800
TOTAL LIABILITIES 80,893 42,800
STOCKHOLDERS' DEFICIT
Common stock, ($0.001 par value, 750,000,000 shares
authorized; 54,000,000 shares issued and outstanding
as at December 31, 2012 and March 31, 2012 54,000 54,000
Additional paid-in capital 3,000 3,000
Deficit accumulated during exploration stage (119,336) (98,507)
---------- ----------
TOTAL STOCKHOLDERS' DEFICIT (62,336) (41,507)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 18,556 $ 1,293
========== ==========
See Notes to Condensed Financial Statements
4
RAIDER VENTURES INC.
(f/k/a NORTHERN MINERALS INC.)
(An Exploration Stage Company)
Condensed Statements of Operations
(Unaudited)
--------------------------------------------------------------------------------
March 5, 2007
Three Months Three Months Nine Months Nine Months (inception)
Ended Ended Ended Ended through
December 31, December 31, December 31, December 31, December 31,
2012 2011 2012 2011 2012
------------ ------------ ------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- --
EXPENSES
Professional fees 4,632 1,500 12,861 9,000 57,861
General & administrative expenses 4,285 1,150 7,431 2,770 60,938
------------ ------------ ------------ ------------ ------------
NET OPERATING LOSS 8,917 2,650 20,293 11,770 118,800
OTHER EXPENSES
Interest expense 375 -- 537 -- 537
------------ ------------ ------------ ------------ ------------
NET (LOSS) $ (9,292) $ (2,650) $ (20,829) $ (11,770) $ (119,336)
============ ============ ============ ============ ============
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 54,000,000 54,000,000 54,000,000 54,000,000
============ ============ ============ ============
See Notes to Condensed Financial Statements
5
RAIDER VENTURES INC.
(f/k/a NORTHERN MINERALS INC.)
(An Exploration Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
March 5, 2007
Nine Months Nine Months (inception)
Ended Ended through
December 31, December 31, December 31,
2012 2011 2012
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (20,829) $ (11,770) $ (119,336)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in prepaid expenses (3,000) -- (3,000)
Increase (decrease) in accounts payable and accrued interest 893 (1,000) 893
---------- ---------- ----------
NET CASH (USED IN) OPERATING ACTIVITIES (22,937) (12,770) (121,444)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in loan from a director (42,800) 15,500 --
Increase (decrease) in note payable 80,000 -- 80,000
Issuance of common stock -- -- 57,000
---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 37,200 15,500 137,000
---------- ---------- ----------
NET INCREASE IN CASH 14,263 2,730 15,556
CASH AT BEGINNING OF PERIOD 1,293 2,493 --
---------- ---------- ----------
CASH AT END OF PERIOD $ 15,556 $ 5,223 $ 15,556
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Condensed Financial Statements
6
RAIDER VENTURES INC.
(f/k/a NORTHERN MINERALS INC.)
(An Exploration Stage Company)
Notes to Financial Statements
As at December 31, 2012
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Raider Ventures Inc.
(f/k/a Northern Minerals Inc.), have been prepared in accordance with 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 Raider Ventures'
Form 10-K filed with SEC. 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 which would substantially duplicate
the disclosure contained in the audited financial statements for fiscal 2012 as
reported in the Form 10-K have been omitted. It is management's opinion that all
adjustments necessary for a fair statement of the results of the interim periods
have been made, and all adjustments are of a normal recurring nature.
NOTE 2. GOING CONCERN
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As shown in the accompanying financial
statements, the Company has no sales and has incurred a net loss of $119,336
since inception. The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from any business the
Company engages in. The financial statements do not include any adjustments
relating to the recoverability and classifications of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence. These factors raise substantial
doubt regarding Raider Ventures' ability to continue as a going concern. If we
experience a shortfall of funds, our director has agreed to continue to loan us
funds; however, he has no obligation to do so.
NOTE 3. LOAN PAYABLE - RELATED PARTY
The Company neither owns nor leases any real or personal property. The officers
and directors for the Company are 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 the Company and their other business interest. The Company has
not formulated a policy for the resolution of such conflicts. As of December 31,
2012 and March 31, 2012, related party payable was $0 and $42,800, respectively.
The amount owed to a former officer was repaid on December 20, 2012.
7
RAIDER VENTURES INC.
(f/k/a NORTHERN MINERALS INC.)
(An Exploration Stage Company)
Notes to Financial Statements
As at December 31, 2012
--------------------------------------------------------------------------------
NOTE 4. NOTES PAYABLE
Notes payable as of December 31, 2012 are:
Unsecured promissory note payable, dated August 13, 2012
bearing interest at 4% per annum, due August 13, 2013 $30,000
Unsecured promissory note payable, dated December 17, 2012
bearing interest at 4% per annum, due December 17, 2013 50,000
-------
$80,000
=======
Interest expense incurred under debt obligations amounted to $375 and $0 for the
three months ended December 31, 2012 and 2011, respectively, and $537 and $0 for
the nine months ended December 31, 2012 and 2011, respectively. Accrued interest
was $537 and $0 as of December 31, 2012 and March 31, 2012, respectively.
NOTE 5. STOCK TRANSACTIONS
Effective September 28, 2012, the Company effected a 10 for one forward stock
split of its issued and outstanding common stock. As a result, its authorized
capital increased from 75,000,000 to 750,000,000 shares of common stock with a
par value of $0.001 and it's issued and outstanding shares increased from
5,400,000 shares of common stock to 54,000,000 shares of common stock. All share
amounts have been retroactively adjusted for all periods presented. It also
effected a name change from Northern Minerals, Inc. to Raider Ventures, Inc.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. Any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act. The words "believes," "anticipates," "plans," "seeks,"
"expects," "intends" and similar expressions identify some of the
forward-looking statements. Forward-looking statements are not guarantees of
performance or future results and involve risks, uncertainties and assumptions.
The factors discussed elsewhere in this Form 10-Q could also cause actual
results to differ materially from those indicated by the Company's
forward-looking statements. The Company undertakes no obligation to publicly
update or revise any forward-looking statements.
BUSINESS AND PLAN OF OPERATION
Raider Ventures was incorporated in the State of Nevada on March 5, 2007 as
Northern Minerals, Inc. to engage in the acquisition, exploration and
development of natural resource properties. We are an exploration stage company
with no revenues or operating history.
We received the results of Phase 1 and Phase 1A of the exploration program from
the consulting geologist. The findings were not promising and management
determined it was in the best interests of the shareholders to allow the claim
to lapse. As a result, we are investigating other properties on which
exploration could be conducted and other business opportunities to enhance
shareholder value. During the next twelve months we anticipate spending
approximately $8,500 on professional fees, including fees payable in complying
with reporting obligations, and general administrative costs.
On September 28, 2012, we filed Articles of Merger with the Nevada Secretary of
State to change our name from "Northern Minerals Inc." to "Raider Ventures
Inc.", to be effected by way of a merger with our wholly-owned subsidiary Raider
Ventures Inc., which was created solely for the name change.
Also on September 28, 2012, we filed a Certificate of Change with the Nevada
Secretary of State to give effect to a forward split of our authorized and
issued and outstanding shares of common stock on a ten (10) new for one (1) old
basis and, consequently, our authorized capital increased from 75,000,000 to
750,000,000 and correspondingly, our issued and outstanding shares of common
stock increased from 5,400,000 to 54,000,000 shares of common stock, all with a
par value of $0.001.
These amendments became effective on October 3, 2012 upon approval from the
Financial Industry Regulatory Authority ("FINRA").
The forward split and name change became effective with the Over-the-Counter
Bulletin Board at the opening of trading on October 3, 2012. After 30 business
days from October 3, 2012, our ticker symbol was changed from "NHMID" to "RDVN"
to better reflect our new name.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at December 31, 2012 was $15,556 and outstanding
liabilities were $80,893. We have sold $57,000 in equity securities since
inception, $10,000 from the sale of 2,000,000 shares of stock to our officers
and directors, $7,000 from the issuance of 1,400,000 shares of stock to a
director in repayment of the funds paid by him for the acquisition of the
mineral claim and $40,000 from the sale of 2,000,000 shares registered pursuant
to our SB-2 Registration Statement which became effective on October 12, 2007.
If we experience a shortfall of funds, our director has agreed to continue to
loan us funds; however, he has no obligation to do so.
9
As of December 31, 2012, there are loans payable to an unrelated party for
$80,000 principal and $537 accrued interest. The loans bear interest at 4% per
annum and are due August 2013 and December 2013.
RESULTS OF OPERATIONS
We are still in our exploration stage and have no revenues to date. Our net loss
since inception through December 31, 2012 was $119,336.
We incurred operating expenses of $8,917 and $2,650 for the three months ended
December 31, 2012 and 2011, respectively. Our net losses for the same periods
were $9,292 and $2,650, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the
day-to-day operation of our business and the filing of our required statements
with the Securities and Exchange Commission.
We incurred operating expenses of $20,293 and $11,770 for the nine months ended
December 31, 2012 and 2011, respectively. Our net losses for the same periods
were $20,829 and $11,770, respectively. These expenses consisted of general
operating expenses and professional fees incurred in connection with the
day-to-day operation of our business and the filing of our required statements
with the Securities and Exchange Commission.
If we experience a shortage of funds we may utilize funds from our Director, who
has informally agreed to advance funds, however he has no formal commitment,
arrangement or legal obligation to advance or loan funds to the company. If he
fails to do so we may be required to terminate our business. We are an
exploration stage company and have generated no revenue to date. Through
December 31, 2012 we had sold $57,000 in equity securities to pay for our
business operations. On February 18, 2008, we closed our offering pursuant to a
SB-2 Registration Statement filed with the U.S. Securities and Exchange
Commission, which became effective on October 12, 2007. We sold 2,000,000 shares
of common stock to 30 unaffiliated shareholders at $.02 per share for total
proceeds of $40,000.
Our prior auditor has issued a going concern opinion on the March 31, 2012
financial statements. As of December 31, 2012, the Company has not generated
revenues and has accumulated losses since inception. The continuation of Raider
Ventures as a going concern is dependent upon the continued financial support
from its shareholders, its ability to obtain necessary equity financing to
continue operations, and the attainment of profitable operations. These factors
raise substantial doubt regarding Raider Ventures' ability to continue as a
going concern.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we
are not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in Raider Ventures' Exchange Act reports is recorded, processed,
10
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms, and that such information is accumulated
and communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of December 31, 2012.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that Raider Ventures' disclosure controls and procedures
were effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Securities
and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in Raider Ventures' internal controls over financial reporting during the
quarter ended December 31, 2012, that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting
subsequent to the date of management's last evaluation.
11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Raider Ventures is not currently involved in any legal proceedings and we are
not aware of any pending or potential legal actions.
ITEM 1A. RISK FACTORS.
There has been no change to the Risk Factors disclosed in our Form 10-K filed
with the Securities and Exchange Commission for the year ended March 31, 2012.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
There were no sales of unregistered securities during the period covered by this
report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
There were no defaults upon senior securities during the period covered by this
report.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-144840, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31 Rule 13a-14(a)/15d-14(a) Certification
32 Certification Pursuant to 18 U.S.C. 1350
101 Interactive data files pursuant to Rule 405 of Regulation S-T
12
SIGNATURES
Pursuant to the requirements 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.
February 14, 2013 Raider Ventures, Registrant
/s/ Larry Segal
---------------------------------------------
By: Larry Segal, President & Director
(Chief Executive Officer, Principal Financial
Officer & Principal Accounting 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.
/s/ Larry Segal February 14, 2013
---------------------------------- -----------------
Larry Segal, President & Director Date
(Chief Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
1