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EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - HK BATTERY TECHNOLOGY INCf10q093013_ex32z1.htm
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EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - HK BATTERY TECHNOLOGY INCf10q093013_ex31z1.htm
EX-32.2 - EXHIBIT 32.2 SECTION 906 CERTIFICATION - HK BATTERY TECHNOLOGY INCf10q093013_ex32z2.htm
EXCEL - IDEA: XBRL DOCUMENT - HK BATTERY TECHNOLOGY INCFinancial_Report.xls

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, 2013


or


      . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________


Commission File Number:  000-52636


HK Battery Technology, Inc.

 (Exact name of registrant as specified in its charter)


Delaware

20-3724068

(State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)


800 E. Colorado Blvd., Suite 888

 

Pasadena, CA

91101

(Address of principal executive offices)

(Zip Code)


626-683-7330

(Registrant’s telephone number, including area code)


Nevada Gold Holdings, Inc.

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


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


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


As of November 19, 2013, there were 43,844,054 shares of the registrant’s common stock, par value $0.001 per share, outstanding.





HK BATTERY TECHNOLOGY, INC.

(Formerly Nevada Gold Holdings, Inc.)

Form 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013


TABLE OF CONTENTS


 

 

PAGE

 

 

 

 

PART I - FINANCIAL INFORMATION

3

 

 

 

Item 1.

Financial Statements (Unaudited)

3

 

 

 

Item 2.

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

10

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

 

 

 

Item 4.

Controls and Procedures

12

 

 

 

 

PART II - OTHER INFORMATION

13

 

 

 

Item 1.

Legal Proceedings

13

 

 

 

Item 1A.

Risk Factors

14

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

 

 

 

Item 3.

Defaults Upon Senior Securities

14

 

 

 

Item 4.

Mine Safety Disclosures

14

 

 

 

Item 5.

Other Information

14

 

 

 

Item 6.

Exhibits

15

 

 

 

 

SIGNATURES

15




2




PART I—FINANCIAL INFORMATION (Unaudited)


Item 1.

Financial Statements.


ITEM 1. FINANCIAL STATEMENTS


The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in our Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on April 15, 2013. 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 periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.


TABLE OF CONTENTS


 

PAGE

 

 

Condensed Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012

4

 

 

Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2013 and 2012 (unaudited) and for the period from October 2, 2008 (inception) to September 30, 2013 (unaudited)

5

 

 

Condensed Consolidated Statements of Cash Flows for the three and nine month periods ended September 30, 2013 and 2012 (unaudited) and for the period from October 2, 2008 (inception) to September 30, 2013 (unaudited)

6

 

 

Notes to the Condensed Consolidated Financial Statements (unaudited)

7




3




 

HK Battery Technology, Inc.

(Formerly Nevada Gold Holdings, Inc.)

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

 

2013

 

2012

 

 

 

(Unaudited)

 

 

ASSETS

 

 

 

 

Current assets

 

 

 

 

 

Cash and cash equivalents

$

46,618

$

7,412

 

Prepaid expense

 

-

 

-

 

Notes receivable - related party

 

200,000

 

200,000

 

Accrued interest receivable - related party

 

13,812

 

7,052

 

Other current assets

 

-

 

-

Total current assets

 

260,430

 

214,464

 

 

 

 

 

 

 

Mining reclamation bond

 

-

 

-

 

 

 

 

 

 

Total assets

$

260,430

$

214,464

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

$

20,451

$

26,647

 

Note payable - ACI

 

1,899,648

 

784,316

 

Other payables

 

14,031

 

15,529

 

Accrued expenses and other liabilities

 

48,168

 

78,958

Total current liabilities

 

1,982,298

 

905,450

 

 

 

 

 

 

Total liabilities

 

1,982,298

 

905,450

 

 

 

 

 

 

Stockholders' (deficit) equity

 

 

 

 

 

Preferred stock, $.001 par value; 10,000,000 shares authorized, no share issued and outstanding as of September 30, 2013 and December 31, 2012

 

-

 

-

 

Common stock, $.001 par value; 1,200,000,000 shares authorized, 43,844,054 shares issued and outstanding as of September 30, 2013 and December 31, 2012

 

43,844

 

43,844

 

Additional paid-in capital

 

5,286,323

 

5,286,323

 

Accumulated deficit

 

(7,052,036)

 

(6,021,153)

Total stockholders' (deficit) equity

 

(1,721,869)

 

(690,986)

 

 

 

 

 

 

Total liabilities and stockholders' (deficit) equity

$

260,430

$

214,464

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements




4




HK Battery Technology, Inc.

(Formerly Nevada Gold Holdings, Inc.)

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

 

 

 

Three months ended

September 30,

 

Nine months ended

September 30,

 

From inception

on October 2,

2008 through

September 30,

2013

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

Research and development

 

-

 

-

 

-

 

111,595

 

653,988

General and administrative

 

381,813

 

377,473

 

1,006,590

 

1,317,951

 

6,011,930

Total operating expenses

 

381,813

 

377,473

 

1,006,590

 

1,429,546

 

6,665,918

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(381,813)

 

(377,473)

 

(1,006,590)

 

(1,429,546)

 

(6,665,918)

 

 

 

 

 

 

 

 

 

 

 

Interest income (expense)

 

 

 

 

 

 

 

 

 

 

Interest income  

 

1,506

 

1,539

 

4,519

 

4,998

 

30,387

Other income

 

-

 

-

 

-

 

-

 

2,367

Gain on settlement of derivative liability

 

-

 

-

 

-

 

-

 

112,500

Interest expense

 

(12,088)

 

(1,788)

 

(28,813)

 

(4,113)

 

(531,372)

Total interest income (expense)

 

(10,582)

 

(249)

 

(24,293)

 

885

 

(386,118)

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(392,394)

 

(377,722)

 

(1,030,883)

 

(1,428,661)

 

(7,052,036)

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

-

 

-

 

-

 

3,729

 

-

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(392,394)

$

(377,722)

$

(1,030,883)

$

(1,432,390)

$

(7,052,036)

 

 

 

 

 

 

 

 

 

 

 

Net loss per share of common stock:

 

 

 

 

 

 

 

 

 

 

Basic

$

(0.01)

$

(0.01)

$

(0.02)

$

(0.03)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

43,844,054

 

43,844,054

 

43,844,054

 

43,844,054

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements




5




HK Battery Technology, Inc.

(Formerly Nevada Gold Holdings, Inc.)

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

 

 

 

Nine months ended

September 30,

 

From inception

on October 2,

2008 through

September 30, 2013

 

 

2013

 

2012

 

Cash flows from operating activities

 

 

 

 

 

 

Net Income

$

(1,030,883)

$

(1,432,390)

$

(7,052,036)

Adjustments to reconcile net income to net cash used by operating activities:

 

 

 

 

 

 

Stock based compensation

 

-

 

-

 

131,508

Common stock issued for services

 

-

 

-

 

290,590

Contributed services or common stock contributed for services

 

-

 

-

 

125,000

Gain on change in derivative liability

 

-

 

-

 

(112,500)

Interest expense related to intrinsic value of converted promissory notes

 

-

 

-

 

300,000

Changes in operating assets and liabilities:

 

 

 

 

 

 

Prepaid expenses

 

-

 

(41,595)

 

-

Notes Receivable

 

-

 

1,120,000

 

(200,000)

Accrued interest receivable - related party

 

(6,760)

 

10,172

 

(13,812)

Other assets

 

-

 

-

 

-

Accounts payable and accrued interest payable

 

(6,196)

 

-

 

68,339

Other payable

 

(1,498)

 

519

 

(1,498)

Accrued expenses and other liabilities

 

(41,845)

 

(68,339)

 

37,113

Net cash provided (used) by operating activities

 

(1,087,182)

 

(411,633)

 

(6,427,296)

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Purchase of mining reclamation bond

 

-

 

-

 

-

Notes receivables - related parties

 

-

 

-

 

-

Change in cash held in trust

 

-

 

-

 

-

Net cash provided (used) by investing activities

 

-

 

-

 

-

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from issuance of common stock, net of issuance costs

 

-

 

-

 

4,313,210

Proceeds from notes payable

 

1,126,388

 

451,817

 

2,360,704

Payments on notes payable

 

-

 

-

 

(200,000)

Issuance of common stock

 

-

 

-

 

-

Net cash provided (used) by financing activities

 

1,126,388

 

451,817

 

6,473,914

 

 

 

 

 

 

 

Net change in cash and cash equivalent

 

39,206

 

40,184

 

46,618

 

 

 

 

 

 

 

Cash and cash equivalent at the beginning of year

 

7,412

 

9,276

 

-

 

 

 

 

 

 

 

Cash and cash equivalent at the end of year

$

46,618

$

49,460

$

46,618

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements




6



HK Battery Technology Inc.

(Formerly Nevada Gold Holdings, Inc.)

Notes to the Unaudited Condensed Consolidated Financial Statements

(A Development Stage Company)

September 30, 2013

(Unaudited)


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Organization, Nature of Business and Trade Name


HK Battery Technology Inc. (formerly Nevada Gold Holdings, Inc. ), a development stage company, was incorporated under the laws of the State of Delaware on April 16, 2004.  Nevada Gold Enterprises, Inc., a Nevada corporation, was incorporated under the laws of the State of Nevada on October 2, 2008.  On December 31, 2008, Nevada Gold Acquisition Corp., a Nevada corporation formed on December 18, 2008, and a wholly owned subsidiary of Nevada Gold Holdings, Inc., merged with and into Nevada Gold Enterprises, Inc. Nevada Gold Enterprises, Inc. was the surviving corporation in the Merger. As a result of the Merger, Nevada Gold Enterprises, Inc., became a wholly-owned subsidiary of Nevada Gold Holdings, Inc. The Merger was treated as a reverse merger and recapitalization for financial accounting purposes. As a result of the merger, the Company recorded an aggregate stock issuance of 2,626,263 shares of common stock with a net value of $(180,978). The negative recapitalization net value recognized was the result of the Company restating the equity structure of the legal subsidiary using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent issued in the reverse acquisition.  Nevada Gold Enterprises, Inc. was considered the acquirer for accounting purposes, and Nevada Gold Holdings, Inc. is considered the surviving company for legal purposes. Accordingly, the accompanying financial statements present the historical financial statements of Nevada Gold Enterprises, Inc., as the historical financial statements of HK Battery Technology Inc. (formerly Nevada Gold Holdings, Inc.), i.e. a reverse merger. The Company is engaged in the acquisition, exploration and development of gold mining claims in Nevada. On August 7, 2013, the Company changed its name to HK Battery Technology Inc.


Basis of Presentation


The preparation of consolidated 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 financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded; and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the company for the respective periods being presented.


Use of Estimates


The preparation of consolidated 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on the Company’s financial condition and results of operations during the period in which such changes occurred.


Actual results could differ from those estimates. The Company’s consolidated financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.


Principles of Consolidation


The accompanying consolidated financial statements include the accounts of HK Battery Technology Inc. (formerly Nevada Gold Holdings, Inc.) and its wholly owned subsidiary Nevada Gold Enterprises, Inc.  All significant intercompany transactions have been eliminated.



7




The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial positions, results of operations, and cash flows at June 30, 2013, and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2012 audited consolidated financial statements. The results of operations for the periods ended September 30, 2013 and 2012 are not necessarily indicative of the operating results for the full years.


Earnings Per Share


Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. For the three months ended September 30, 2013 and 2012, fully diluted earnings per share excludes the dilutive effect of 43,844,054 common stock equivalents from options and warrants, because their inclusion would be anti-dilutive.  


The following is a reconciliation of basic earnings per share for 2013 and 2012:


  

 

Nine months ended

September 30, 2013,

 

Historical net loss per share:

 

2013

 

 

2012

 

  

 

 

 

 

 

 

Net income (loss)

 

$

(1,030,883)

 

 

$

(1,432,390)

 

Shares used in computing basic per share amounts (weighted average)

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

43,844,054

 

 

 

43,844,054

 

Basic

 

$

(0.02)

 

 

$

(0.03)

 

 

NOTE 2 - GOING CONCERN


The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.


Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.  


During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with research and development. The Company may experience a cash shortfall and be required to raise additional capital.


Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.



8




NOTE 3 – NOTES RECEIVABLE – RELATED PARTIES


On January 26, 2011, the Company made a loan of $200,000 to Hybrid Kinetic Motors Corporation, a related party.  The loan is unsecured and due on demand with 3% interest per annum. As of September 30, 2013, total notes receivable plus accrued interest were $213,812.


NOTE 4 – NOTES PAYABLE


In December 2009, a $100,000 note was issued to Theory Capital Corp. with an interest of 10% per annum until paid in full. The note was due on June 4, 2010 but it was not paid and it is now in default.  According to Theory Capital Agreement, upon closing of the private placement offering (“PPO”) on or before the due date, June 4, 2010, the outstanding principal amount of the Note shall automatically, without any action by lender or borrower, be converted into shares of Common Stock, at a price per share (the “Conversion Price”) equal to the price per share of Common Stock paid by investors in the PPO.  Even though the convertible note has not been paid, the agreement required the $100,000 need to be automatically converted to common stock when due on June 4, 2010. Currently the common stocks have not been issued as of December 31, 2011; however, the shareholders have the right to claim the common stocks. The Company reclassified the $100,000 Theory convertible notes from notes payable to equity as of December 31, 2010.


The Company converted the old payables to American Compass Inc. with the amount of $784,316 to a new Note at the end of 2012. There is additional Note from American Compass Inc. for this period. As of September 30, 2013, the balance of Note to ACI was $1,899,648.  The Note is an unsecured loan with no interest. The note is payable on demand and there is no maturity date. American Compass Inc. and NGHI are related because they both have common major shareholder.


NOTE 5 – CAPITAL STOCK


A summary of warrant activity as of June 30, 2013, and changes during the year then ended is presented below:

 

Warrants

  

Shares

Outstanding at December 31, 2012

 

 

39,966,653

Granted

  

  

-

Exercised

  

  

-

Forfeited or expired

  

  

 

Outstanding at June 30, 2013

  

  

39,966,653

Exercisable at June 30, 2013

  

  

39,966,653


NOTE 6 – TERMINATION OF TEMPO MINERAL LEASE


On February 15, 2013, Gold Standard Royalty terminated the lease on the Tempo Mineral Prospect with the Company. Currently, the Company does not hold any mineral lease. There is no financial impact on the Consolidated Balance Sheet and Consolidated Statements of Operation for the nine months ended September 30, 2013.


NOTE 7 – RELATED PARTY TRANSACTIONS


Hybrid Kinetic Group Ltd. is the parent of the Company’s controlling stockholder, Far East Golden Resources.


Office services are provided without charge by the primary shareholder of the Company. Such costs are immaterial to the consolidated financial statements and, accordingly, have not been reflected therein.


NOTE 8 – SUBSEQUENT EVENTS


The Company evaluated all events or transactions that occurred after September 30, 2013 through the date of this filing in accordance with FASB ASC 855 “Subsequent Events”. The Company determined that it does not have any subsequent event requiring recording or disclosure.




9



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


This report contains forward-looking statements. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “plans,” “objective,” “should,” or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties including those related to changes in economic conditions, new business opportunities and general financial and business conditions, actual results may differ materially from those expressed or implied by the forward-looking statements.


Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-Q to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.


Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and accompanying notes included our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC.


Unless the context otherwise requires, the terms “the Company,” “we,” “us” and “our” refer to HK Battery Technology Inc. (formerly Nevada Gold Holdings, Inc.)


OVERVIEW AND RECENT DEVELOPMENTS


We are a development stage company and historically, we were engaged in the business of exploring for gold.  During the fiscal year ended December 31, 2012, we engaged in limited oil and gas activities, had minimal operations, and generated no revenues. We did not pay to the Tempo property lessor, Gold Standard Royalty Corporation, an Advance Minimum Royalty Payment of approximately $150,000 that was due by January 15, 2013, and as of February 15, 2013, Gold Standard Royalty Corporation terminated our lease of the 206 contiguous unpatented lode claims on the Tempo Mineral Prospect.  As a result, the Company does not hold any mineral lease or property, and our Board has determined that we will not in the future hold any mineral lease or property.  Management, along with the Board of Directors, deems it in the best interest of the Company and its shareholders to explore opportunities in the battery technology field.  Members of management and of the Board of Directors have experience in this field.


The Company at this time intends to seek a merger, combination or other business transaction with a company that develops and/or manufactures battery packs with advanced technologies, and believe that the change of our name will facilitate such efforts.  However, the Company has not yet entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in such a transaction with any party.  We have no particular business combination or opportunity identified and have not entered into any negotiations regarding such a combination or opportunity.  Our Board of Directors may at any time determine to redirect the Company’s efforts to find a combination or acquisition target to another business or industry.


Our Board of Directors may at any time determine to redirect the Company’s efforts to find a combination or acquisition target to another business or industry.  We may not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.  Further, we may acquire or combine with a venture that is in its preliminary or development stage, one that is already in operation or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex. See Part I, Item 1, “Business—Our Business Plan,” and Part I, Item 1A, “Risk Factors,” in the 2012 Form 10-K for additional information and risks associated with our proposed business plan.  


Our Board of Directors, by written consent on May 31, 2013, has approved, and stockholders holding 30,000,000 shares (approximately 68.4%) of our outstanding shares of common stock on that date, have consented in writing to, an amendment to our certificate of incorporation (the “Charter Amendment”) to (i) change our corporate name to HK Battery Technology Inc., and (ii) increase our authorized capitalization from 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, to 1,200,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.  We mailed a definitive information statement on Schedule 14C to our stockholders on August 7, 2013, and in accordance with the regulations under the Securities Exchange Act of 1934, as amended, the Charter Amendment will not become effective until at least 20 days after that mailing date.  The Charter Amendment was filed with the Delaware Secretary of State on August 7, 2013.  



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We expect that we will need to raise funds in order to effectuate our business plan.  We may seek additional investors to purchase our stock to provide us with working capital to fund our operations.  Thereafter, we will seek to establish or acquire businesses or assets with additional funds raised either via the issuance of shares or debt.  There can be no assurance that additional capital will be available to us at all or on acceptable terms.  We may seek to raise the required capital by other means.  We may have to issue debt or equity or enter into a strategic arrangement with a third party.  We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds will have a severe negative impact on our ability to remain a viable company.  In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan.


We do not expect to generate any revenues over the next twelve months.  Our principal business objective for the next twelve months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.


Going Concern


In the course of its development activities, the Company has sustained losses and expects such losses to continue through at least the end of 2013.  The Company expects to finance its operations primarily through one or more future financings.  However, there exists substantial doubt about the Company’s ability to continue as a going concern for at least the next twelve months, because the Company will be required to obtain additional capital in the future to continue its operations and there is no assurance that it will be able to obtain such capital, through equity or debt financing, or any combination thereof, or on satisfactory terms or at all.  Our independent auditors have included an explanatory paragraph in their report on our consolidated financial statements included in this report that raises substantial doubt about our ability to continue as a going concern.  Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.  We have generated no operating revenues since our inception.  We had an accumulated deficit of $7,052,036 as of September 30, 2013.  Our continuation as a going concern is dependent upon future events, including our ability to raise additional capital and to generate positive cash flows.  Our audited consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which implies we will continue to meet our obligations and continue our operations for the next twelve months.  Realization values may be substantially different from carrying values as shown, and our consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amount and classification of liabilities that might be necessary as a result of the going concern uncertainty.


Results of Operations


Three Months Ended September 30, 2013, compared to Three Months Ended September 30, 2012


Revenues and Other Income


During the three month period ended September 30, 2013, the Company remained in the developing stage and we did not realize any revenues from operations. Similarly, we have not realized any revenues from operations during the period from inception through September 30, 2013.


Expenses


Operating expenses, consisting entirely of general and administrative expenses, totaled $381,813 in the three-month period ended September 30, 2013, compared to $377,473 in the three-month period ended September 30, 2012, which consisted primarily of general and administrative expenses.


Net Losses


As a result of the foregoing, the Company incurred a net loss of $392,394, or ($0.01) per share, for the three months ended September 30, 2013, compared to a net loss of $377,722, or ($0.01) per share, for the corresponding period ended September 30, 2012.


Nine Months Ended September 30, 2013, compared to Nine Months Ended September 30, 2012



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Revenues and Other Income


During the nine month period ended September 30, 2013, the Company remained in the developing stage and we did not realize any revenues from operations. Similarly, we have not realized any revenues from operations during the period from inception through September 30, 2013.


Expenses


Operating expenses totaled $1,006,590 in the nine-month period ended September 30, 2013, consisting entirely of general and administrative expenses of $1,006,590. Operating expenses totaled $1,429,546 in the nine-month period ended September 30, 2012, consisting primarily of general and administrative expenses of $1,317,951, coupled with research and development costs of $ 111,595.


Net Losses


As a result of the foregoing, the Company incurred a net loss of $1,030,883, or ($0.02) per share, for the nine month ended June 30, 2013, compared to a net loss of $1,432,390, or ($0.03) per share, for the corresponding period ended September 30, 2012.


Liquidity and Capital Resources


As of September 30, 2013, we have $46,618 of cash on hand.


We may be unable to secure additional financing on terms acceptable to us, or at all, at times when we need such financing. Our inability to raise additional funds on a timely basis could prevent us from achieving our business objectives and could have a negative impact on our business, financial condition, results of operations and the value of our securities.


If we raise additional funds by issuing additional equity or convertible debt securities, the ownership percentages of existing stockholders will be reduced and the securities that we may issue in the future may have rights, preferences or privileges senior to those of the current holders of our Common Stock. Such securities may also be issued at a discount to the market price of our Common Stock, resulting in possible further dilution to the book value per share of Common Stock. If we raise additional funds by issuing debt, we could be subject to debt covenants that could place limitations on our operations and financial flexibility.


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 disclosure under this Item 3.


Item 4. Controls and Procedures.


Under the supervision and with the participation of our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2013 (the “Evaluation Date”).  Based on this evaluation, such officers concluded as of the Evaluation Date that our disclosure controls and procedures were not effective to ensure that the information relating to us, including our consolidated subsidiaries, required to be disclosed by us in the reports filed or submitted by us under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.


We are a small organization with limited personnel. We were unable to implement an effective system of disclosure controls and procedures as of the Evaluation Date.  Nevertheless, management believes that this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report.


With the participation of our principal executive officer and our principal financial officer, we evaluated any change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  There has been no such change in our internal control over financial reporting identified in connection with that evaluation.



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PART II—OTHER INFORMATION


Item 1. Legal Proceedings.


From time to time we may be involved in claims arising in connection with our business. There can be no assurance as to the ultimate outcome of any such claim. The amount of reasonably possible losses in connection with any actions that may be brought against us could be material to our consolidated financial condition, operating results and/or cash flows.


As of the date of this Report, except as described below, there are no material pending legal proceedings to which the Company or any of its subsidiaries is a party or of which any of their property is the subject, nor are there any such proceedings known to be contemplated by governmental authorities.


CFIUS Matter


As previously reported, on March 30, 2012, we received a notice from the Committee on Foreign Investment in the United States (“CFIUS”) that an agency notice had been submitted to CFIUS on March 28, 2012 (the “Notice”) pursuant to Section 721 of the Defense Production Act of 1950, as amended, with regard to the acquisition in October 2010 by Far East Golden Resources, in a private placement offering of shares equal to approximately 88.4% (at the time) of the outstanding common stock of Nevada Gold (the “Transaction”); and on April 26, 2012, we received another notice from CFIUS that CFIUS was undertaking an investigation of that transaction.


On May 30, 2012, we received a notification from CFIUS (the “Notice”) proposing that Hybrid Kinetic Group Limited, a limited liability company incorporated in Bermuda (“Hybrid Kinetic”) (the ultimate controlling entity of Far East Golden Resources) and the U.S. Department of Defense (“DoD”) enter into a National Security Agreement as a measure to mitigate asserted risks to the national security of the United States determined to exist by CFIUS due to the fact that our Tempo property is in proximity to U.S. Naval Air Station Fallon, which agreement would have required, among other things, that Hybrid Kinetic and Nevada Gold take actions to sell, break or abandon all leases and claims at or near our Tempo mine site (the “Tempo Leases and Claims”) through the disavowal, transfer, or sale of all interests in the Tempo Leases and Claims.


On June 11, 2012, Hybrid Kinetic, Far East Golden Resources and Nevada Gold (collectively, the “Companies”) submitted to CFIUS a request to withdraw the Notice, in which Hybrid Kinetic and Far East Golden Resources agreed to undertake certain actions to divest their interests in Nevada Gold, in lieu of a disposition or abandonment by Nevada Gold of the Tempo Leases and Claims.  CFIUS, by letter dated June 11, 2012, granted the request for withdrawal, based upon the representations and commitments made by the Companies in the withdrawal request and subject to the terms and conditions imposed by CFIUS in an Order dated June 11, 2012.


Specifically, among other things, Hybrid Kinetic and its subsidiaries agreed, within 90 days from June 11, 2012, to divest all their interests in Nevada Gold. The Companies will notify the U.S. Department of Defense and the U.S. Department of the Treasury (the “USG Agencies”) of any proposed divestment no less than 10 calendar days in advance of effecting such divestment. The parties may proceed to complete the transfer after the 10 calendar day period expires if: (a) the USG Agencies do not object to the proposed transferee during the 10 calendar day advance notice period; (b) the proposed transferee is a U.S. citizen who is not a dual citizen or is an entity that is wholly owned by U.S. citizens who are not dual citizens; and (c) the proposed transferee has no prior direct or indirect contractual, financial, employment, familial, or other relationship with Hybrid Kinetic or persons that own or are employed by Hybrid Kinetic. In all other circumstances, Hybrid Kinetic will not complete the transfer until the USG Agencies inform Hybrid Kinetic in writing that the USG Agencies have no objection to the proposed transfer.  Further, no personnel, employee or agent of Hybrid Kinetic may access the property conveyed by the Tempo Leases and Claims or any other leases or claims in which Hybrid Kinetic has acquired any direct or indirect interest as a result of the Transaction or through Nevada Gold (collectively, the “Nevada Gold Leases and Claims”) without prior approval by the USG Agencies.  In addition, Hybrid Kinetic, including contractors and business representatives acting on its behalf, will not obtain, through any means, any ownership interest or control over Nevada Gold, including any representation on our Board of Directors, or any Nevada Gold Leases and Claims.  Until confirmation of the divestment, the USG Agencies will have access to the property conveyed by the Nevada Gold Leases and Claims.


The Order is enforceable, through injunctive or other judicial relief, and failure to comply with the Order may result in the imposition of civil or criminal penalties.


Hybrid Kinetic has submitted to CFIUS a proposed purchaser of Far East Golden Resources’s interests in Nevada Gold, and CFIUS is still reviewing the qualifications of the purchaser. We expect to have a final decision from CFIUS soon.  Hybrid Kinetic has informed us that it intends to comply with the terms of the Order in a timely fashion; however, there can be no assurance that it will do so in a manner acceptable to the USG Agencies or at all.



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On Nov. 6, 2012, Hybrid Kinetic received a notice from CFIUS that in order to give Hybrid Kinetic additional time to comply with the divestment requirement, CFIUS granted an extension of the time frame within which Hybrid Kinetic must divest all interest in Nevada Gold, as specified in the Order, to Tuesday, November 20, 2012.  This modification does not affect any other provision of the Order or the application of any provision thereof.


On March 13, 2013, Hybrid Kinetic received a notice from CFIUS that CFIUS does not object to Hybrid Kinetic’s transfer of all its interest in Nevada Gold to an unrelated third party. This unrelated third party is conducting due diligence on the purchase of the shares currently owned by Hybrid Kinetic. Further, immediately upon completing the divestment, the parties are required to provide CFIUS copies of the documents effectuating the divestment and a signed statement by a Hybrid Kinetic officer certifying that Hybrid Kinetic has divested all of its interest in Nevada Gold.


On June 7, 2013, Hybrid Kinetic received a letter from CFIUS granting Hybrid Kinetic's request to amend the June 2012 Order. On the same day, Hybrid Kinetic received an Amended and Restated Order from CFIUS. Under the June 7, 2013, Amended and Restated Order, Hybrid Kinetic and Nevada Gold Holdings, Inc., are required, among other things, to appoint a security director, to sell, break or abanadon all NGHI claims and leases, and to conduct an annual audit to ensure compliance with Order. NGHI has submitted a nominee for the security director to CFIUS. NGHI has also notified CFIUS of the termination of the Tempo Lease.


Item 1A. Risk Factors.


There have been no material changes from Risk Factors as previously disclosed in our 2012 Form 10-K.


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


Other than as previously reported in our Current Reports on Form 8-K, we have not sold any of our equity securities during the period covered by this Report.


Item 3. Defaults upon Senior Securities.


None.


Item 4. Mine Safety Disclosures.


Neither the Company nor its subsidiary is currently the operator of any mine.


Item 5. Other Information.


Our Board of Directors, by written consent on May 31, 2013, has approved, and stockholders holding 30,000,000 shares (approximately 68.4%) of our outstanding shares of common stock on that date, have consented in writing to, an amendment to our certificate of incorporation (the “Charter Amendment”) to (i) change our corporate name to HK Battery Technology Inc., and (ii) increase our authorized capitalization from 300,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share, to 1,200,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.  The information regarding the Charter Amendment set forth in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview,” is incorporated herein by reference.




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Item 6. Exhibits


The following exhibits are included with this quarterly report.


Exhibit

No.

 

 

Description

 

 

 

 

31.1/31.2

 

 

Certification of Principal Executive Officer and Principal Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**

32.1/32.2

 

 

Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

101.INS

 

 

XBRL Instance Document***

101.SCH

 

 

XBRL Taxonomy Extension Schema Document***

101.CAL

 

 

XBRL Taxonomy Extension Calculation Linkbase Document***

101.DEF

 

 

XBRL Taxonomy Extension Definition Linkbase Document***

101.LAB

 

 

XBRL Taxonomy Extension Label Linkbase Document***

101.PRE

 

 

XBRL Taxonomy Extension Presentation Linkbase Document***


** This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.


*** Pursuant to Rule 406T of Regulation S-T, this XBRL related information shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.





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SIGNATURE


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.



HK BATTERY TECHNOLOGY INC.



Date: November 19, 2013

By:

/s/ Jianguo Xu

 

 

Jianguo Xu

 

 

Chief Executive Officer

 

 

 

Date: November 19, 2013

By:

/s/ Jimmy Wang

 

 

Jimmy Wang

 

 

Chief Financial Officer




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