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 December 31, 2012
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number: 333-168775

 

Queensridge Mining Resources, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada	27-1830013
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

 

912 Sir James Bridge Way, Las Vegas, Nevada 89145

(Address of principal executive offices)

 

(702) 596-5154

(Registrant’s telephone number)

_______________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer Accelerated filer	[ ] Non-accelerated filer
[X] Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,427,800 as of February 14, 2013.

 

	TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4:	Controls and Procedures	6
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	7
Item 1A:	Risk Factors	7
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3:	Defaults Upon Senior Securities	7
Item 4:	Mine Safety Disclosures	7
Item 5:	Other Information	7
Item 6:	Exhibits	7

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1	Balance Sheets as of December 31, 2012 and June 30, 2012 (unaudited);
F-2	Statements of Operations for the three and six months ended December 31, 2012 and 2011, and period from January 29, 2010 (Inception) to December 31, 2012 (unaudited);
F-3	Statements of Cash Flows for the six months ended December 31, 2012 and 2011, and period from January 29, 2010 (Inception) to December 31, 2012 (unaudited);
F-4	Notes to Financial Statements.

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended December 31, 2012 are not necessarily indicative of the results that can be expected for the full year.

QUEENSRIDGE MINING RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS (unaudited)

As of December 31, 2012 and June 30, 2012

 

 

		December 31, 2012				June 30, 2012
ASSETS
Current assets
Cash		$	1,459			$	1,774
Mineral property, net			-0-				-0-
Total assets		$	1,459			$	1,774
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES
Current Liabilities
Accrued expenses		$	66,095			$	67,095
Accrued interest – related party			1,597				1,000
Notes payable – related party			10,000				10,000
Shareholder loans			14,450				12,590
Total current liabilities			92,142				90,685
Long-term Debt
Notes payable – related party			15,485				10,000
Total liabilities			107,627				100,685
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $.001 par value, 75,000,000 shares authorized, 6,427,800 shares issued and outstanding			6,428				6,428
Additional paid in capital			32,372				32,372
Deficit accumulated during the exploration stage			(144,968	)			(137,711	)
Total stockholders’ equity (deficit)			(106,168	)			(98,911	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	1,459			$	1,774

  

See accompanying notes to financial statements.

QUEENSRIDGE MINING RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

Three months and six months ended December 31, 2012 and 2011 (unaudited)

For the period from January 29, 2010 (Date of Inception) through December 31, 2012

 

		Three Months ended December 31, 2012				Three Months ended December 31, 2011				Six Months ended December 31, 2012				Six Months ended December 31, 2011				Period from January 29, 2010 (Inception) to December 31, 2012
General and administrative expenses
Professional fees		$	2,000			$	1,900			$	4,750			$	4,400			$	101,680
Consulting fees			—				—				—				—				11,500
Impairment expense-mineral property			—				—				—				—				3,000
Exploration costs			—				—				—				—				10,521
Rent			930				930				1,860				1,860				10,850
Interest on promissory notes			319				125				597				250				1,597
Other			50				350				50				350				5,820
Total general and administrative expenses			3,299				3,305				7,257				6,860				144,968
Net loss		$	(3,299	)		$	(3,305	)		$	(7,257	)		$	(6,860	)		$	(144,968	)
Net loss per share:
Basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding:
Basic and diluted			6,427,800				6,427,800				6,427,800				6,427,800

 

See accompanying notes to financial statements.

QUEENSRIDGE MINING RESOURCES, INC.

(A EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

Six months ended December 31, 2012 and 2011

For the period from January 29, 2010 (Date of Inception) through December 31, 2012

 

		Six months ended December 31, 2012				Six months ended December 31, 2011				Period from January 29, 2010 (Inception) to December 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(7,257	)		$	(6,860	)		$	(144,968	)
Change in non-cash working capital items
Increase (decrease) in accrued expenses			(403	)			(6,100	)			67,692
CASH FLOWS USED IN OPERATING ACTIVITIES			(7,660	)			(12,960	)			(77,276	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advance from director			1,860				1,860				14,450
Promissory notes payable-related party			5,485				10,000				25,485
Proceeds from sale of common stock			0				0				38,800
CASH FLOWS FROM FINANCING ACTIVITIES			7,345				11,860				78,735
NET INCREASE (DECREASE) IN CASH			(315	)			(1,100	)			1,459
Cash, beginning of period			1,774				6,133				0
Cash, end of period		$	1,459			$	5,033			$	1,459
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid		$	—			$	—			$	—
Income taxes paid		$	—			$	—			$	—

  

See accompanying notes to financial statements.

QUEENSRIDGE MINING RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

 

NOTE 1 – NATURE OF OPERATIONS

 

Queensridge Mining Resources, Inc. (“Queensridge” and the “Company”) was incorporated in Nevada on January 29, 2010. Queensridge is an exploration stage company and has not yet realized any revenues from its planned operations. Queensridge is currently in the process of acquiring certain mining claims.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

 

Basic Loss Per Share

 

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

 

Mineral Properties

 

Costs of exploration and the costs of carrying and retaining unproven mineral lease properties are expensed as incurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

 

Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.

 

Comprehensive Income

 

The Company has adopted SFAS 130 “Reporting Comprehensive Income” (ASC 220-10), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

QUEENSRIDGE MINING RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Income Tax

 

Queensridge follows SFAS 109, “Accounting for Income Taxes” (ASC 740-10). Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents

 

Recent Accounting Pronouncements

 

Queensridge does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

NOTE 3 - GOING CONCERN

 

Queensridge has recurring losses and has a deficit accumulated during the exploration stage of $144,968 as of December 31, 2012. Queensridge's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, Queensridge has no current source of revenue. Without realization of additional capital, it would be unlikely for Queensridge to continue as a going concern. Queensridge's management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, revenues from the acquisition, exploration and development of mineral interests, if found. Queensridge's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of mineral interests.

 

NOTE 4 - MINERAL PROPERTY RIGHTS

 

During the period ended June 30, 2010, the Company electronically staked and recorded a 100% interest in a block of mining claims located in northern Newfoundland, Canada known as the Cutwell Harbour property for $3,000. The mineral properties were found to be unproven and the entire balance of $3,000 was impaired as of June 30, 2010.

QUEENSRIDGE MINING RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

 

NOTE 5- LOANS PAYABLE RELATED PARTY

 

The loans payable to a related party are non-interest bearing and have no specified terms of repayment. The original promissory note payables in the amount of $10,000 each are due to a related party, bear interest at 5% per annum and are due on due on April 24, 2013 and October 4, 2013.

 

During the period ended December 31, 2012, the Company received proceeds from promissory notes of $3,500 and $1,985 from a related party, bearing interest at 5% and due August 29, 2014 and August 14, 2014 respectively.

 

Total loan principle owed to the related party was $25,485 at September 30, 2012 and $20,000 at June 30, 2012, plus accrued interest of $1,597 and $1,000 at December 31, 2012 and June 30, 2012, respectively.

 

NOTE 6 – INCOME TAXES

 

The provision for Federal income tax consists of the following:

 

		December 31, 2012				December 31, 2011
Federal income tax benefit attributable to:
Current operations		$	2,467			$	2,331
Less: valuation allowance			(2,467	)			(2,331	)
Net provision for Federal income taxes		$	—			$	—

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

 

		December 31,				June 30,
		2012				2012
Deferred tax asset attributable to:
Net operating loss carryover		$	49,289			$	46,822
Less: valuation allowance			(49,289	)			(46,822	)
Net deferred tax asset		$	—			$	0

 

At December 31, 2012, Queensridge had an unused net operating loss carryover approximating $144,970 that is available to offset future taxable income; it expires beginning in 2030.

 

NOTE 7 – COMMON STOCK

 

At inception, Queensridge issued 3,100,000 shares of stock at $0.001 to its founding shareholder for $3,100 cash.

 

During the period ended June 30, 2010, Queensridge issued 3,250,000 shares of stock at $0.005 for $16,250 cash.

 

During the period ended June 30, 2010, Queensridge issued 77,800 shares of stock at $0.25 for $19,450 cash.

QUEENSRIDGE MINING RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2012

 

NOTE 8 – COMMITMENTS

 

Operating Leases

 

The Company leases its office facilities from a director on a month-to-month basis at a rate of $310 per month. Rent expense for the periods ended December 31, 2012 and 2011 totaled $1,860 and $1,860, respectively.

 

NOTE 9 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events occurring after the balance sheet date through the date the financial statements were issued, and has determined that it does not have any material subsequent events to disclose.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

We were incorporated on January 29, 2010, under the laws of the state of Nevada.  We hold a 100% interest in the Cutwell Harbour mineral claims, located in Newfoundland, Canada.  Mr. Phillip Stromer is our President, CEO, Secretary, Treasurer, and sole director.

 

Our business plan is to explore the Cutwell Harbour mineral claims to determine whether there are commercially exploitable reserves of gold or other metals.  We are currently conducting an initial exploration program as recommended by our consulting geologist.

 

Phase I of our program was performed in December of 2010 and consisted of on-site surface reconnaissance, sampling, and geochemical analyses.   This phase of the program was performed at a cost of $10,521.33.  The analysis of the samples taken during our Phase I program unfortunately did not confirm the presence of substantial gold mineralization. A large portion of the Cutwell Harbour property has not been sampled, however, and our consulting geologist has recommended that we undertake additional sampling work on the property.

 

Phase II would entail additional sampling on areas of the property not sampled during Phase I, followed by geochemical analyses of the various samples gathered.  The Phase II program will cost approximately $16,767.   We will require some additional financing in order complete Phase II of our planned exploration program.  In the alternative, we may conduct a more limited Phase II sampling program than the one originally planned.  We currently do not have any arrangements for financing and we may not be able to obtain financing when required.

 

 Once we receive the analyses of Phase II of our exploration program, our board of directors, in consultation with our consulting geologist will assess whether to proceed with additional mineral exploration programs.  In making this determination to proceed with a further exploration, we will make an assessment as to whether the results of the initial program are sufficiently positive to enable us to proceed.  This assessment will include an evaluation of our cash reserves after the completion of the initial exploration, the price of minerals, and the market for the financing of mineral exploration projects at the time of our assessment.

 

In the event that additional exploration programs on the Cutwell Harbour mineral claims are undertaken, we anticipate that substantial additional funding will be required in the form of equity financing from the sale of our common stock and from loans from our director.  We cannot provide investors with any assurance, however, that we will be able to raise sufficient funding from the sale of our common stock to fund all of our anticipated expenses.  We do not have any arrangements in place for any future equity financing.  We believe that outside debt financing will not be an alternative for funding exploration programs on the Cutwell Harbour property. The risky nature of this enterprise and lack of tangible assets other than our mineral claim places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.

 

We do not have plans to purchase any significant equipment or change the number of our employees during the next twelve months.

Results of operations for the three and six months ended December 31, 2012 and 2011, and for the period from January 29, 2010 (date of inception) through December 31, 2012

 

We have not earned any revenues since the inception of our current business operations, which are in the exploration stage. We incurred expenses and a net loss in the amount of $3,299 for the three months ended December 31, 2012, compared to expenses and a net loss of $3,305 for the three months ended December 31, 2011. We incurred expenses and a net loss in the amount of $7,257 for the six months ended December 31, 2012, compared to expenses and a net loss of $6,860 for the six months ended December 31, 2011. We have incurred total expenses and a net loss of $144,968 from inception on January 29, 2010 through December 31, 2012.

 

Liquidity and Capital Resources

 

As of December 31, 2012, we had current assets in the amount of $1,459 consisting entirely of cash. Our current liabilities as of December 31, 2012, were $92,142. Thus, we had a working capital deficit of $90,683 as of December 31, 2012.

 

We have incurred cumulative net losses of $144,968 since inception. We have not attained profitable operations and are dependent upon obtaining financing in order to continue pursuing significant exploration activities. As discussed above, we have completed Phase I of our exploration program and intend to go forward with Phase II at an approximate cost of $16,767. Our cash on hand will not be sufficient to fund the full recommended Phase II exploration program together with our ongoing administrative expenses. Additional financing will therefore be required in order for us to proceed with Phase II. At this time, we do not have any financing commitments or other arrangements in place. We therefore face a significant risk that we will be unable to complete the entirety of our planned exploration program. In the event that additional equity or debt financing cannot be obtained, we may consider performing a more limited Phase II exploration program in order to meet the constraints posed by our available capital resources.

 

Off Balance Sheet Arrangements

 

As of December 31, 2012, there were no off balance sheet arrangements.

 

Going Concern

 

We have negative working capital, have incurred losses since inception, and have not yet received revenues from operations. These factors create substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

 

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirements and ongoing operations; however, there can be no assurance we will be successful in these efforts.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

Recently Issued Accounting Pronouncements

 

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2012. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Phillip Stromer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2012, our disclosure controls and procedures were not effective. There have been no changes in our internal controls over financial reporting during the quarter ended December 31, 2012.

 

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Limitations on the Effectiveness of Internal Controls

 

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A: Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 formatted in Extensible Business Reporting Language (XBRL).

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

 

	Queensridge Mining Resources, Inc.
Date:	February 15, 2013
By:	/s/ Phillip Stromer
	Phillip Stromer
Title:	President, CEO, and CFO