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 SECURITES EXCHANGE ACT OF 1934

 

For the quarter period ended March 31, 2015 

 

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

 

For the transition period form _______________to _______________ 

 

Commission File number 333-148984 

 

PLATA RESOURCES, INC.

(Exact name of registrant as specified in its charter)

  

Nevada		75-3267338
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

2911 Park Avenue, Pasay City, Metro Manila, Philippines

(Address of principal executive offices)

 

632-886-788

(Registrant’s telephone number)

 

N/A

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

 

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

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Small reporting company	x
(Do not check if a small reporting company)

 

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

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY 

PROCEEDINGS DURING THE PROCEDING FIVE YEARS

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

April 30, 2015: 63,800,000 common shares

 

 

 

 

 

			Page Number
PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)			3
	Condensed Balance Sheets as at March 31, 2015 and December 31, 2014			4
	Condensed Statements of Operations For the three months ended March 31, 2015 and 2014			5
	Condensed Statements of Cash Flows For the three months ended March 31, 2015 and 2014			6
	Notes to the Condensed Financial Statements.			7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			11
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk			23
ITEM 4.	Controls and Procedures			23
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings			24
ITEM 1A.	Risk Factors			24
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds			24
ITEM 3.	Defaults Upon Senior Securities			24
ITEM 4.	Mine Safety Disclosure			24
ITEM 5.	Other Information			24
ITEM 6.	Exhibits			25
	SIGNATURES.			26

  

2

 

PART I – FINANCIAL STATEMENTS

  

ITEM 1. FINANCIAL STATEMENTS

 

The accompanying condensed balance sheets of Plata Resources, Inc. at March 31, 2015 (with comparative figures as at December 31, 2014) and the condensed statements of operations for the three months ended March 31, 2015 and 2014 and the condensed statements of cash flows for the three months ended March 31, 2015 and 2014 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

 

Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that can be expected for the year ending December 31, 2015.

 

3

  

PLATA RESOURCES, INC. 

CONDENSED BALANCE SHEETS

 

		March 31, 2015				December 31, 2014
		(Unaudited)
ASSETS
CURRENT ASSETS
Prepaid expense		$	-			$	5,000
TOTAL CURRENT ASSETS		$	-			$	5,000
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable		$	22,950			$	16,230
Advances from related parties			40,789				32,341
TOTAL CURRENT LIABILITIES			63,739				48,571
STOCKHOLDERS’ DEFICIENCY
Common stock
Issued and outstanding
750,000,000 shares authorized, at $0.001 par value
63,800,000 shares issued and outstanding (December 31, 2014 – 63,800,000)			63,800				63,800
Additional paid-in capital			41,900				41,900
Accumulated deficit			(169,439	)			(149,271	)
TOTAL STOCKHOLDERS’ DEFICIENCY			(63,739	)			(43,571	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY		$	-			$	5,000

  

The accompanying notes are an integral part of these condensed financial statements.

 

4

  

PLATA RESOURCES, INC. 

CONDENSED STATEMENTS OF OPERATIONS 

(Unaudited)

 

		Three Months Ended March 31,
		2015				2014
REVENUE		$	-			$	-
EXPENSES
General and administrative			20,168				-
Total Operating Expenses			20,168				-
NET LOSS		$	(20,168	)		$	-

 

BASIC AND DILUTED LOSS PER COMMON SHARE		$	(0.00	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING -BASIC AND DILUTED			63,800,000				63,800,000

 

The accompanying notes are an integral part of these condensed financial statements.

 

5

  

PLATA RESOURCES, INC. 

 CONDENSED STATEMENTS OF CASH FLOWS 

(Unaudited)

 

		Three months ended March 31, 2015				Three months ended March 31, 2014
OPERATING ACTIVITIES
Net loss for the period		$	(20,168	)		$	-
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by officers			8,448				3,800
Changes in operating assets and liabilities:
Prepaid expense			5,000				(1,400	)
Accounts payable			6,720				(2,400	)
NET CASH USED IN OPERATING ACTIVITIES			-				-
INVESTING ACTIVITIES			-				-
FINANCING ACTIVITIES			-				-
NET DECREASE IN CASH			-				-
CASH AT BEGINNING OF PERIOD			-				-
CASH AT END OF PERIOD		$	-			$	-

 

The accompanying notes are an integral part of these condensed financial statements.

 

6

  

PLATA RESOURCES, INC. 

NOTES TO THE CONDENSED FINANCIAL STATEMENTS 

March 31, 2015 (Unaudited)

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

Nature of Operations

 

The Company, Plata Resources, Inc., was incorporated under the laws of the State of Nevada on July 17, 2007 with the authorized capital stock of 750,000,000 shares at $0.001 par value.

 

The Company was organized for the purpose of acquiring and developing mineral properties. At the report date mineral claims, with unknown reserves, had been acquired. The Company has not yet established the existence of a commercially minable ore deposit.

 

Basis of Presentation

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

 

NOTE 2 – GOING CONCERN

 

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $169,439. As of March 31, 2015, the Company has a working capital deficit of $63,739. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

7

  

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  

Accounting Method

 

The Company recognizes income and expenses based on the accrual method of accounting.

 

Dividend Policy

 

The Company has not yet adopted a policy regarding payment of dividends.

 

Basic and Diluted Loss per Share

 

The Company computes loss per share in accordance with “ASC-260,” “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all common stock equivalents if their effect is anti-dilutive. As of March 31, 2015 and 2014, there were no dilutive common stock equivalents outstanding.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles 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. Actual results could differ from those estimates.

 

Income Taxes

 

The Company follows the liability method of accounting for income taxes in accordance with FASB accounting standards for Accounting for Income Taxes and Accounting for Uncertainty in Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

 

8

  

Foreign Currency Translations

 

The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Translations denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statement of Operations:

 

(i) Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date; 

(ii) Non-Monetary items including equity are recorded at the historical rate of exchange; and 

(iii) Revenues and expenses are recorded at the period average in which the transaction occurred.

 

Impairment of Long-Lived Assets

 

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicated that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment of Disposal of Long-Lived Assets.

 

Fair Value of Financial Instruments

 

The estimated fair values of financial instruments were determined by management using available market information and appropriate valuation methodologies. The carrying amounts of financial instruments including cash approximate their fair value because of their short maturities.

 

Revenue Recognition

 

The Company has no revenues to date from its operations. Once revenues are generated, management will establish a revenue recognition policy

 

Advertising Costs

 

The Company accounts for its advertising cost in accordance with ASC 720. The Company expenses advertising costs as incurred. For the periods ended March 31, 2015 and March 31, 2014, the Company incurred no advertising expenses.

   

Statement of Cash Flows

 

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

 

9

  

Mineral Claim Acquisition and Exploration Costs

 

Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs are expensed as incurred.

 

Environmental Requirements

 

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made. 

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

 

NOTE 4 – ACQUISITION OF MINERAL CLAIM

 

On August 1, 2007, the Company acquired the Bontoc Gold Claim located in the Republic of Philippines from Castillo Explorations LLC., an unrelated company, for considerations of $5,000. The Bontoc Gold Claim is located in the Philippines near the town of Bontoc. Under Philippine law, the claim remains in good standing as long as the Company has an interest in it. There is no annual maintenance fee or minimum exploration work required on the claim.

 

As of December 31, 2007, the Company determined the $5,000 mineral property acquisition cost was impaired, and recorded a related impairment loss in the statement of operations.

   

NOTE 5 – SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

 

The Company’s two directors have acquired 56% of the common stock issued and outstanding. During the three months ended March 31, 2015 and 2014, the Company’s two directors paid expenses on behalf of the Company of $8,448 and $3,800, respectively (reported as advances from related parties on the balance sheet). Advances from related parties are non-interest bearing and payable on demand.

 

NOTE 6 – CAPITAL STOCK

  

On November 23, 2014, the directors approved the cancellation of a stock dividend in the amount of 127,600,000 common shares, which were issued on March 6, 2012, in error. All share capital amounts have been retroactively restated to reflect this cancellation.

 

10

   

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Our Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

 

The following discussion should be read in conjunction with the information contained in the financial statements of Plata Resources, Inc. (“Plata” “We” or the “Company”) and the notes which form an integral part of the financial statements which are attached hereto.

 

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

 

Our Company was formed under the laws of the State of Nevada on July 17, 2007.

 

Our offices are located at 2911 Park Avenue, Pasay City, Metro Manila, Philippines and can be reached at 632-886-788.

 

We are an Emerging Growth Company as defined in the Jumpstart Our Business Startups Act.

 

We shall continue to be deemed an emerging growth company until the earliest of—

 

(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

 

(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;

 

(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

 

(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

 

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.

 

11

  

Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.

 

As an emerging growth company we are exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.

 

We have irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.

 

We were incorporated on July 17, 2007 under the laws of the State of Nevada. We are engaged in the search of mineral deposits or reserves but are not in either the development or production stage. It might take us years before we are able to be in either the development or production stage and the chances are that we might never be in either of these two stages. Our mineral property is called the Bontoc Gold Claim (the “Bontoc Claim”) and is located in the Philippines. We own 100% of the Bontoc Claim. It consists of one – 9 unit claim block containing 102.5 hectares which have been staked and recorded with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Philippines.

 

We have no revenue, have achieved losses since inception, have no operations and have relied upon the sale of our securities and loans from our officers and directors to fund our operations.

 

Our administrative office is located at 2911 Park Avenue, Pasay City, Metro Manila, Philippines (Tel: 632-886-788) and our registered statutory office is located at Suite 129 – 123 W Nye Lane, Carson City, Nevada, 89706.

 

Plata Resources presently has minimal day-to-day operations; mainly comprising the maintaining of the Bontoc Claim in good standing on an annual basis and preparing the various reports to be filed with the United States Securities and Exchange Commission (the “SEC”) as required.

 

Our Company does not have any subsidiaries. Our Company has no current plans, proposals or arrangement, written or otherwise, to seek a business combination with another entity.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of March 31, 2015, we had $0 in cash as compared to $0 in cash at December 31, 2014. Plata Resources has had no revenue since inception and its accumulated deficit is $169,439. To date, Plata Resources has been funded by the sale of shares and advances by its directors in order to meet the requirements of filing with the SEC.

 

The plan of operations during the next twelve months is for us to explore the Bontoc Claim as recommended by Geraldo Peralta and maintain the Company in good standing with the regulatory authorities for the next several years. Presently we do not have the funds to consider any additional mineral claims.

 

12

  

Our management estimates that a minimum of $38,065 will be required over the next twelve months to pay for such expenses as bookkeeping $4,935, work undertaken by the independent accountant $7,000, Edgar fees $1,680, office and miscellaneous $500, payments to the transfer agent for annual fees and issuance of shares $1,000 and payment to third party creditors in the amount of $22,950. At present, we have insufficient funds to pay for future expenses and eliminate accounts payable from the cash we have on hand. Our future operations and growth will be dependent on our ability to raise capital for expansion and to seek revenue sources.

 

RESULTS OF OPERATIONS

 

For the three month period ended March 31, 2015 we had no revenue. Expenses for this period totaled $20,168 as compared to expenses for the three month period ended March 31, 2014 of $0 resulting in a net loss of $20,168 for the three month period ended March 31, 2015 as compared to a net loss of $0 for the three month period ended March 31, 2014. The net loss for the three months ended March 31, 2015, was the result of general and administrative expenses totaling $20,168 as compared to general and administrative expenses of $0 for the three months ended March 31, 2014. For the three months ended March 31, 2015, the Company incurred legal and professional fees to catch up the Company’s reporting obligations with the SEC. There were no related expenses in the prior comparable period.

  

Our Mineral Property

 

Plata has purchased a 100% interest in the Bontoc Claim. Our claim consists of one – 9 unit claim block containing 102.5 hectares which have been staked and recorded with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Philippines.

 

The Bontoc Claim was staked to cover gold zones within the claim boundaries. Previous exploration work to investigate the mineral potential of the Bontoc Claim has outlined some favorable areas for continued exploration and development.

 

Description and Location

 

Bontoc Claim consists of 1 unpatented mineral claim, located 23 kilometers Southeast of the city of Bontoc at UTM co-ordinates Latitude 17°07’00”N and Longitude 120°58’00”E. The mineral claim was assigned to Plata by Castillo Explorations LLC and the said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines.

 

Accessibility, Climate, Local Resources, Infrastructure and Topography

 

Bontoc Gold Claim is accessible from the city of Bontoc by traveling on the country’s only highway system which for the most part consists of one lane in each direction and by taking an all weather gravel road. The province is nestled deep in the Cordillera mountain range. Landlocked, it is bounded by the mountains of Benguet on the west and those of the Mountain Province in the north. The terrain is mountainous, sloping into gently rolling hills and plateaus. Its mountain ranges reach an elevation of 2,523 meters above sea level. V-shaped gullies, creeks, streams and U-shaped rivers drain through the valleys. It is the premier mining district. Some 80% of the total Philippine gold production comes from the Cordillera.

 

13

  

The Philippines is situated between 5 and 22 degrees North latitude. This means the country falls within the so-called tropical climate zone, a zone characterized by high temperatures the whole year round, relatively high rainfall and lush vegetation. Rainfall on the city can occur in every month, but the wettest months are October, November and December. Annual rainfall is approximately 1.5 meters. Due to the steep, deforested, mountains on average 60 percent of the rainwater runs off fast to the sea. The remaining 40 percent partly evaporates and partly seeps through to the island’s underground water aquifier.

 

Bontoc has an experienced work force and will provide all the necessary services needed for an exploration and development operation, including police, hospitals, groceries, fuel, helicopter services, hardware and other necessary items. Drilling companies and assay facilities are present in Bontoc.

 

History

 

Deposits of shell and eroded sand formed the basis for the limestone, which makes up most of Philippines. This limestone was, over the ages, pushed upwards, making it possible to find today sea fossils high in the country’s mountains. This pushing up continues today. It is caused by the fact that the Philippine Plate, on which most of the country lies, is slowly diving under the Eurasian Plate of the mainland of Asia.

 

The Philippines is characterized by steep mountains without any substantial forest cover. Highest peaks reach over 1,000 meters. The island is 300 km long and 35 km wide. High, steep mountains, short distances and lack of forest cover mean that rainwater runs fast to the sea, causing substantial erosion.

 

The island has vast copper, gold and coal reserves which are mined mainly in the central part.

 

Plata is preparing to conduct preliminary exploration work on its claim.

 

Regional Geology of the Area

 

The hilly terrains and the middle level plain contain crystalline hard rocks such as charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic veins and basic intrusives such as dolerites and anorthosites. Coastal zones contain sedimentary limestones, clay, laterites, heavy mineral sands and silica sands. The hill ranges are sporadically capped with laterites and bauxites of residual nature. Gypsum and phosphatic nodules occur as sedimentary veins in rocks of the cretaceous age. Gypsum of secondary replacement occurs in some of the areas adjoining the foot hills of the Western Ghats. Lignite occurs as sedimentary beds of tertiary age. The Black Granite and other hard rocks are amenable for high polish. These granites occur in most of the districts except the coastal area.

 

Stratigraphy

 

The principal bedded rocks for the area of Bontoc Claim (and for most of the Philippines for that matter) are Precambrian rocks which are exposed along a wide axial zone of a broad complex.

 

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Intrusive

 

In general the volcanoes culminate with effluents of hydrothermal solutions that carry precious metals in the form of naked elements, oxides or sulphides.

 

These hydrothermal solutions intrude into the older rocks as quartz veins. These rocks may be broken due to mechanical and chemical weathering into sand size particles and carried by streams and channels. Gold occurs also in these sands as placers.

 

Recent exploration result for gold occurrence in Bontoc, Mountain Province is highly encouraging. Gold belt in sheared gneissic rocks is found in three subparallel auriferous load zones where some blocks having 250 to 500 metre length and 1.5 to 2 metre width could be identified as most promising ones.

 

Structure

 

(a) Depositional Environment/Geological Settings:

 

Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.

  

(b) Host/Associated Rock Types:

 

Hosted by paragneisses, quartzites, clinopyroxenites, wollastonite-rich rocks, pegmatites. Other associated rocks are charnockites, granitic and intermediate intrusive rocks, quartz-mica schists, granulites, aplites, marbles, amphibolites, magnetite-graphite iron formations and anorthosites.

 

(c) Tectonic Setting(s):

 

Katazone (relatively deep, high-grade metamorphic environments associated with igneous activity; conditions that are common in the shield areas).

 

Deposit Types

 

Deposits are from a few millimetres to over a metre thick in places. Individual veins display a variety of forms, including saddle-, pod- or lens-shaped, tabular or irregular bodies; frequently forming anastomosing or stockwork patterns. Mineralization is located within a large fractured block created where prominent northwest-striking shears intersect the north striking caldera fault zone. The major lodes cover an area of 2 km and are mostly within 400m of the surface. Lodes occur in three main structural settings:

 

(i) steeply dipping northweststriking shears;

 

(ii) flatdipping (1040) fractures (flatmakes); and

 

(iii) shatter blocks between shears.

 

Most of the gold occurs in tellurides and there are also significant quantities of gold in pyrite.

 

15

  

Mineralization

 

No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.

 

Exploration

 

Previous exploration work on the Bontoc Claim has not been recorded if it was ever done. Governmental records indicate that no detailed exploration has been completed on the property.

 

Property Geology

 

To the east of the property is intrusives consisting of rocks such as tonalite, monzonite, and gabbro while the property itself is underlain by sediments and volcanics. The intrusives also consist of a large mass of granodiorite towards the western most point of the property.

 

The area consists of interlayered chert, argillite and massive andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain minor pyrite, pyrrhotite. 

 

Drilling Summary

 

No drilling is reported on the Bontoc Claim.

  

Sample Method, Sample Preparation, Data Verification

 

All the exploration conducted to date has been conducted according to generally accepted exploration procedures with methods and preparation that are consistent with generally accepted exploration practices. No opinion as to the quality of the samples taken can be presented. No other procedures of quality control were employed.

 

Interpretation and Conclusions

 

The locale of the Bontoc Claim is underlain by the units of the Precambrian rocks that are found at those mineral occurrence sites.

 

These rocks consisting of cherts and argillites (sediments) and andesitic to basaltic volcanic have been intruded by granodiorite. Structures and mineralization probably related to this intrusion are found throughout the region and occur on the claim. They are associated with all the major mineral occurrences and deposits in the area.

 

Mineralization found on the claim is consistent with that found associated with zones of extensive mineralization. Past work however has been limited and sporadic and has not tested the potential of the property.

 

Potential for significant amounts of mineralization to be found exists on the property and it merits intensive exploration.

 

16

  

Recommendations

 

A two phased exploration program to further delineate the mineralized system currently recognized on Bontoc Claim is recommended.

 

The program would consist of air photo interpretation of the structures, geological mapping, both regionally and detailed on the area of the main showings, geophysical survey using both magnetic and electromagnetic instrumentation in detail over the area of the showings and in a regional reconnaissance survey and geochemical soil sample surveying regionally to identify other areas on the claim that are mineralized and in detail on the known areas of mineralization. The effort of this exploration work is to define and enable interpretation of a follow-up diamond drill program, so that the known mineralization and the whole property can be thoroughly evaluated with the most up to date exploration techniques.

 

The proposed budget for the recommended work in US $43,964 or PHP 1,953,760 is as follows:

 

Phase I		US Dollars				Philippine Peso
Geological Mapping		$	8,084				359,253
Geological Surveying			7,530				334,633
Total Phase I			15,614				693,886
Phase II
Geological surveying and surface sampling (including sample collection an assaying)			28,350				1,259,874
Total Phase II			28,350				1,259,874
Total of Phases I and II		$	43,964				1,953,760

 

Competitive Factors

 

The gold mining industry is fragmented, that is there are many, many gold prospectors and producers, small and large. We do not compete with anyone. That is because there is no competition for the exploration or removal of minerals from the Bontoc Claim. Plata will either find gold on its claim or not. If we do not, we will cease or suspend operations. We are an infinitely small participant in the gold mining market. Readily available gold markets exist in Philippines and around the world for the sale of gold. Therefore, we believe we will be able to sell any gold that we are able to recover.

 

Regulations

 

Our mineral exploration program is subject to the Philippine mineral requirements. The type of mining permit required in the Philippines by the Company is a MGB Form 50-1. During the exploration stage, the Company will engage the services of an exploration company who will be responsible for any fees and bonding requirements needed. The exact amount of the fees and bonding requirements will be known upon application for a mining permit. The Company, in conjunction with the exploration company, will make application to the Department of Environment and Natural Resources (DENR) Mines and Geosciences of the Philippines for its mining permit. The time frame for obtaining a mining permit is anywhere from 21 to 90 business days.

 

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Subcontractors

 

We intend to use the services of subcontractors for manual labor exploration work on the Bontoc Claim. It is the directors’ intention to engage the services of Geraldo Peralta, Professional Engineer, if he is available when needed, to supervise Phase I of our exploration program. If Mr. Peralta is not available the directors will attempt to locate another geologist to supervise the exploration program.

 

Employees and Employment Agreements

 

At present, we have no full-time employees. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Our officers and directors will handle our administrative duties. They engage a geologist to supervise the surveying and exploration work on the Bontoc claim.

 

Plan of Operation

 

We have not yet generated or realized any revenues from our business operations. In the future, unless we earn revenue or issue shares from our Treasury there might be the problem of Plata continuing as an on-going business. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of minerals found on Bontoc Claim. Our only other source for cash at this time is investments by others. In the future, we must raise cash to implement our project and stay in business.

 

We will be conducting research in the form of exploration of our claim. Our exploration program is explained in as much detail as possible as in the prior pages. We intend complete Phase I in the late spring of 2016.

 

We are not going to buy or sell any plant or significant equipment during the next twelve months.

 

Our exploration target is to find an ore body containing gold or other salable minerals, if any. Our success depends upon finding mineralized material. This includes a determination by our directors and officers if the Bontoc Claim contains reserves. There is no assurance there is any mineralization on the Bontoc Claim. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and our shareholders will lose their investment in Plata.

 

In addition, we may not have enough money to complete our entire exploration program as set forth by Geraldo Peralta on the Bontoc claim. We will have to raise additional funds to complete Phase II of our exploration program and there is no certainty that we will be able to do so when the time occurs. At the present time, we have not made any plans to raise additional money. If we need additional money and cannot raise it, we will have to suspend or cease operations.

 

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We must conduct exploration to determine what amount of minerals, if any, exist on the Bontoc Claim and if any minerals which are found can be economically extracted and profitably processed.

 

Our claim is undeveloped raw land. Exploration and surveying has not been initiated and will not be initiated until Phase I is started and completed. To our knowledge and that of Geraldo Peralta, as set forth in his report, the Bontoc Claim has never been mined and there are no records of such with the Department of Mines for the Republic of the Philippines.

 

Before minerals retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We cannot predict what that will be until we find mineralized material.

 

We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that whatever is located on adjoining property may or may not be located on our claim.

 

We do not claim to have any minerals or reserves whatsoever at this time on any of the Bontoc Claim.

 

We intend to complete Phase I of our exploration program during the late spring of 2016 which will consist of geological mapping at a cost of $8,084 and geological surveying at a cost of $7,530. Our total cost for Phase I will be $15,614. The entire program, being both Phases I and II will consist of air photo interpretation of the structures, geological mapping, both regionally and detailed on the area of the main showings, geological survey using both magnetic and electromagnetic instrumentation in detail over the area of the showing and in a regional reconnaissance survey and geochemical soil sample surveying regionally to identify other areas on our claim that are mineralized and in detail on the known areas of mineralization. The effort of our exploration work is to define and enable interpretation of a follow-up diamond drill program, so that the known mineralization and the whole property can be thoroughly evaluated with the most up to date exploration techniques.

 

We estimate it will take up to 5 to 7 days to complete Phase I of our exploration program. The initial work on the Bontoc has commenced and has been detailed above. The completion is expected to occur during this summer.

 

There is no historical financial information about us upon which to base an evaluation of our performance. We have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of the Bontoc claim, and possible cost overruns due to price and cost increases in services. To become profitable and competitive, we will conduct the research and exploration of the Bontoc claim before we start production of any minerals we may find. In the future we will have to seek equity funding to give us sufficient working capital to meet our ongoing obligations and continue our exploration activities on the Bontoc claim. We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in an additional dilution to existing shareholders.

 

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Trends

 

Management is unaware of any trends either currently or in the past which will have an impact on our operations.

 

Critical Accounting Policies and Estimates

 

In presenting our financial statements in conformity with U.S. generally accepting accounting principles, or GAAP, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures.

 

Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base these estimates and assumptions on historical experience or on various other factors that we believe to be reasonable and appropriate under the circumstances. On an ongoing basis, we reconsider and evaluate our estimates and assumptions. Actual results may differ significantly from these estimates.

 

We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our financial statements. In addition, we believe that a discussion of these policies is necessary to understand and evaluate the financial statements contained in this Form 10-Q.

 

Estimates and Assumptions

 

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

 

Mineral claim acquisition and exploration costs

 

The cost of acquiring mineral properties or claims is initially capitalized and then tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Mineral exploration costs are expensed as incurred.

 

Income Taxes

 

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

 

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Recent Accounting Pronouncements

 

The Company does not expect the adoption of any other recent accounting pronouncements to have a material impact on its financial statements.

 

Public Market for Common Stock

 

Our shares are currently quoted on the OTC Bulletin Board (“OTCBB”). In order to remain on the OTCBB we must adhere to the rules and regulations of the OTCBB and the SEC.

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the FINRA system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement.

 

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

 

Rule 144 Shares

 

In general, under Rule 144, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).

 

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A person who is an affiliate and who has beneficially owned shares of a company’s common stock for at least six months, subject to the continued availability of current public information about us, is entitled to sell within any three month period a number of shares that does not exceed the greater of:

 

1.  One percent of the number of shares of the company's common stock then outstanding; or

 

2.  The average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

 

Rule 144 is not available for either a reporting or non-reporting shell company, as defined under Rule 405 of the Securities Act, unless the company:

 

● has ceased to be a shell company;

 

● is subject to the Exchange Act reporting obligations;

 

● has filed all required Exchange Act reports during the preceding twelve months; and

 

● at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.

 

Registration Rights

 

We have not granted registration rights to any person.

 

Dividends

 

There are no restrictions in our Articles of Incorporation or Bylaws that would prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 

1.  We would not be able to pay our debts as they become due in the usual course of business; or

 

2.  Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of March 31, 2015 (the “Evaluation Date”). Based on that evaluation, the Chief Executive Officer and Chief Accounting Officer have concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting.

 

Disclosure controls and procedures are those controls and 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 Accounting Officer, to allow timely decisions regarding required disclosure.

 

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as noted below, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 fairly present our financial condition, results of operations and cash flows in all material respects

 

Material Weaknesses

 

Management assessed the effectiveness of our internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

 

1.  Certain entity level controls establishing a “tone at the top” were considered material weaknesses. As of March 31, 2015, we did not have an audit committee nor a policy on fraud. A whistleblower policy is not necessary given the small size of the organization.

 

2.  Due to the significant number and magnitude of out-of-period adjustments identified during the year-end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.

 

3.  There is no system in place to review and monitor internal control over financial reporting. We maintain an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

 

Changes in Internal Controls

 

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART 11 – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

There are no legal proceedings to which Plata Resources is a party, or to which the Bontoc Claim is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

 

ITEM 1A. RISK FACTORS.

 

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

 

ITEM 2. UNREGISTERED SALE OF EQUITY SHARES AND USE OF PROCEEDS.

 

Not Applicable 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None

 

ITEM 4. MINE SAFETY DISCLOSURE.

 

Not Applicable

 

ITEM 5. OTHER INFORMATION.

 

On November 23, 2014, the directors approved the cancellation of a stock dividend in the amount of 127,600,000 common shares which were issued on March 6, 2012 in error.

 

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ITEM 6. EXHIBITS

 

(a) (3) Exhibits

 

The following exhibits are included as part of this report by reference:

  

3(i)		Articles of Incorporation (incorporated by reference from Plata Resources, Inc Registration Statement on Form SB-2 filed on February 1, 2008, Registration No.333-148984)
3(ii)		By-laws (incorporated by reference from Plata Resources, Inc. Registration Statement on Form SB-2 filed on February 1, 2008, Registration No. 333-148984)

 

31.1		Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
31.2		Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
32.2		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of 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.LAB		XBRL Taxonomy Extension Labels Linkbase Document (*)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (*)
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (*)

 ______________

(*) Filed herewith

 

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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.

 

	PLATA RESOURCES, INC.
	(Registrant)
Date: May 5, 2015	By:	/s/ Dexter R. Caliso
		Dexter R. Caliso Chief Executive Officer, President and Director
Date: May 5, 2015	By:	/s/ Presentacion A. Coranes
		Presentacion A. Coranes Chief Financial Officer, Chief Accounting Officer, Secretary and Director

 

 

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