Attached files
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 June 30, 2016
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: 000-53662
BUTTE HIGHLANDS MINING COMPANY
(Exact name of registrant as specified in its charter)
Delaware |
| 81-0409475 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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P.O. Box 1524, Carlsbad, CA |
| 92018 |
(Address of principal executive offices) |
| (Zip Code) |
(509) 979-3053
(Issuer's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Sections 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 filings 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 ¨ No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
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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 ¨
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: According to our Transfer Agent, at August 17, 2016, there were 1,443,017 shares of Class A Common Stock and 1,538,872 shares of Class B Common Stock issued and outstanding.
BUTTE HIGHLANDS MINING COMPANY
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
3
ITEM 1. FINANCIAL STATEMENTS
3
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
9
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
10
ITEM 4. CONTROLS AND PROCEDURES
11
PART II – OTHER INFORMATION
11
ITEM 1. LEGAL PROCEEDINGS
11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
11
ITEM 4. MINE SAFETY DISCLOSURES
11
ITEM 5. OTHER INFORMATION
12
ITEM 6. EXHIBITS (filed with this report)
13
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BUTTE HIGHLANDS MINING COMPANY BALANCE SHEETS | ||||
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| June 30, 2016 |
| December 31, |
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| (Unaudited) |
| 2015 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents | $ | 73,823 | $ | 102,819 |
Prepaid expense |
| 370 |
| 173 |
Total Current Assets |
| 74,193 |
| 102,992 |
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TOTAL ASSETS | $ | 74,193 | $ | 102,992 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES |
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Accounts payable | $ | 5,400 | $ | 4,389 |
Total Current Liabilities |
| 5,400 |
| 4,389 |
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COMMITMENTS AND CONTINGENCIES |
| - |
| - |
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STOCKHOLDERS' EQUITY |
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Preferred stock, $0.001 par value, 20,000,000 shares authorized, none issued and outstanding |
| - |
| - |
Common stock, Class A, $0.001 par value 500,000,000 shares authorized; 1,443,017 shares issued and outstanding |
| 1,443 |
| 1,443 |
Common stock, Class B, $0.001 par value 1,707,093 shares authorized; 1,538,872shares issued and outstanding |
| 1,539 |
| 1,539 |
Additional paid-in capital |
| 269,469 |
| 269,469 |
Accumulated deficit |
| (203,658) |
| (173,848) |
Total Stockholders' Equity |
| 68,793 |
| 98,603 |
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 74,193 | $ | 102,992 |
The accompanying notes are an integral part of these financial statements.
BUTTE HIGHLANDS MINING COMPANY STATEMENTS OF OPERATIONS | ||||||||
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| Three Months Ended |
| Six Months Ended | ||||
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| June 30 |
| June 30 | ||||
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| 2016 |
| 2015 |
| 2016 |
| 2015 |
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| (unaudited) |
| (unaudited) |
| (unaudited) |
| (unaudited) |
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REVENUES | $ | - | $ |
| $ | - | $ | - |
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OPERATING EXPENSES |
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Professional fees |
| 7,990 |
| 16,600 |
| 21,445 |
| 17,045 |
General and administrative |
| 405 |
| 327 |
| 8,364 |
| 1,028 |
TOTAL OPERATING EXPENSES |
| 8,395 |
| 16,927 |
| 29,809 |
| 18,073 |
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LOSS FROM OPERATIONS |
| (8,395) |
| (16,927) |
| (29,809) |
| (18,073) |
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OTHER INCOME (EXPENSES) |
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Interest income |
| - |
| - |
| - |
| 1 |
Interest expense |
| - |
| - |
| - |
| (10) |
TOTAL OTHER INCOME (EXPENSES) |
| - |
| - |
| - |
| (9) |
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LOSS BEFORE TAXES |
| (8,395) |
| (16,927) |
| (29,809) |
| (18,082) |
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INCOME TAXES |
| - |
| - |
| - |
| - |
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NET LOSS | $ | (8,395) | $ | (16,927) | $ | (29,809) | $ | (18,082) |
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NET LOSS PER COMMON SHARE, BASIC AND DILUTED | $ | (0.00) | $ | (0.01) | $ | (0.01) | $ | (0.01) |
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WEIGHTED AVERAGE NUMBER OF COMMON STOCK SHARES OUTSTANDING, BASIC AND DILUTED |
| 2,981,889 |
| 2,981,889 |
| 2,981,889 |
| 2,981,889 |
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The accompanying notes are an integral part of these financial statements.
BUTTE HIGHLANDS MINING COMPANY STATEMENTS OF CASH FLOWS | |||||
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| Six Months Ended | ||||
| June 30 | ||||
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| 2016 |
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| 2015 |
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| (unaudited) |
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| (unaudited) |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss | $ | (29,809) |
| $ | (18,082) |
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Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: |
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Depreciation |
| - |
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| - |
Gain on sale of investments |
| - |
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| - |
Other than temporary impairment of investment |
| - |
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| - |
Changes in assets and liabilities: |
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Decrease (increase) in prepaid expense |
| (197) |
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| (306) |
Increase (decrease) in accounts payable |
| 1,011 |
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| 900 |
Net cash used by operating activities |
| (28,995) |
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| (17,488) |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
| - |
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| - |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
| - |
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| - |
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INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS |
| (28,995) |
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| (17,488) |
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Cash, beginning of period |
| 102,818 |
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| 131,353 |
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Cash, end of period | $ | 73,823 |
| $ | 113,865 |
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| - |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Interest paid | $ | - |
| $ | - |
Income taxes paid | $ | - |
| $ | - |
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The accompanying notes are an integral part of these financial statements.
BUTTE HIGHLANDS MINING COMPANY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Butte Highlands Mining Company (hereinafter “Butte” or “the Company”) was incorporated in May 1929 under the laws of the State of Delaware for the purpose of exploring and mining the Butte Highland’s (Only Chance) Mine, south of Butte, Montana. The Company was reorganized in October 1996 for the purpose of acquiring and developing mineral properties. As of the date of reorganization, stockholders representing approximately 76% of the outstanding capital stock could not be located. In order to obtain the quorum necessary for the special meetings, the Company obtained an order from the Superior Court of Spokane County, Washington appointing a trustee for the benefit of those stockholders which could not be located.
As of May 17, 2007 the Company had disposed of all of its historical mineral properties or claims, and has reentered the development stage. The Board of Directors intends to seek out an appropriate business opportunity and has not limited its search to any particular industry. Management believes it can identify opportunities in several sectors and will proceed with the appropriate diligence to create value for the shareholders. Operations are primarily conducted from the Company headquarters in Spokane, Washington.
The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2015. In the opinion of management, the unaudited interim financial statements furnished herein includes all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the six month period ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Butte Highlands Mining Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States and have been consistently applied in the preparation of the financial statements.
Fair Value of Financial Instruments
The Company's financial instruments as defined by ASC 825-10-50, include cash, receivables, accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2016.
The standards under ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:
Level 1. Observable inputs such as quoted prices in active markets;
BUTTE HIGHLANDS MINING COMPANY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions.
The Company did not have any assets measured at fair value at June 30, 2016.
Provision for Taxes
Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset. See Note 4.
Reclassification
Certain amounts in prior period financial statements have been reclassified to conform to the presentation in the current period financial statements. The reclassification had no effect on reported net losses, total assets or total equity.
NOTE 3 – RELATED PARTY TRANSACTIONS
The Company utilized office facilities provided by its president. The value of the office facilities provided by the Company’s president is nominal and immaterial to the financial statements, additionally the value of the services provided by the Company’s president are nominal and immaterial to the financial statements.
NOTE 4 – INCOME TAXES
Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes.
BUTTE HIGHLANDS MINING COMPANY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2016
(Unaudited)
Significant components of the deferred tax assets at an anticipated tax rate of 35% for the periods ended June 30, 2016 and December 31, 2015 are as follows:
| June 30, 2016 |
| December 31, 2015 |
Net operating loss carryforwards | 205,600 |
| 175,750 |
Deferred tax asset | 71,900 |
| 61,500 |
Valuation allowance for deferred asset | (71,900) |
| (61,500) |
Net deferred tax asset | - |
| - |
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At June 30, 2016, the Company has net operating loss carryforwards of approximately $205,600 which will begin to expire in the year 2032. The change in the allowance account from December 31, 2015 to June 30, 2016 was $10,400.
The Company has not identified any aggressive tax positions. We are subject to taxation in the US. Further, the Company has no open tax years subject to audit prior to December 31, 2011. The Company is current on its federal tax returns.
NOTE 5 – COMMON STOCK
During the period ending March 31, 2016 the Company identified 115,319 Class B shares that had previously been cancelled and re-issued as Class A shares. The shares have been reclassified and all affected periods have been updated to reflect this change.
NOTE 6 – SUBSEQUENT EVENTS
For the period ended June 30, 2016, there were no recognizable subsequent events through the date the financial statements were issued, except as follows:
The company entered into a letter of intent which could bring about a control change. The letter is effective until September 1, 2016.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement
Some sections of this management’s discussion and analysis of our financial condition and results of operations may contain forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions that are not statements of historical facts. This document and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance. The words “believe,” “expect,” “anticipate,” “intends,” “estimates,” “forecast,” “project” and similar expressions identify forward-looking statements. The forward-looking statements in this document are based upon various assumptions, and although we believe that these assumptions were reasonable when made, these statements are not guarantees of future performance and are subject to certain risks and uncertainties, some of which are beyond our control, and are difficult to predict. Actual results could differ materially from those expressed in forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which reflect management’s view only as of the date of this report.
Business of Butte Highlands Mining Company
Butte Highlands Mining Company (hereinafter “Butte,” “We” or “the Company”) was incorporated in May 1929 under the laws of the State of Delaware for the purpose of exploring and mining the Butte Highland’s (Only Chance) Mine, south of Butte, Montana. The Company is inactive, having sold the last of its mining claims in 2007.
We intend to acquire an interest in a business seeking the perceived advantages of a publicly registered corporation. We will not restrict our search to any specific business or industry. We may participate in a business venture of virtually any kind or nature. The Company may seek a business opportunity with an entity which has recently commenced operations, wishes to utilize the public marketplace in order to raise additional capital to expand into new products or markets, develop a new product or service, or for other corporate purposes. The Company may acquire assets and/or establish subsidiaries in various businesses, or acquire existing businesses as subsidiaries. Business opportunities may be available in many different industries at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Management of the Company, while not experienced in matters relating to the new direction of the Company, will rely primarily upon their own efforts to accomplish the business purposes. The Company does not anticipate a significant change in the number of employees during the next 12 months. It is not anticipated that any outside consultants or advisors, other than the Company's legal counsel, will be utilized to effectuate its business purposes described herein. During the next twelve months, the Company expects to be able to satisfy its cash requirements, and does not foresee the need to raise additional capital during this period.
Effective July 6, 2009 the Company’s Class A Common Stock was registered under the Securities Exchange Act of 1934. Effective April 29, 2010, our Class A Common Stock was listed for quotation on the OTC Bulletin Board. Our trading symbol is “BTHI”
Result of Operations for period ended June 30, 2016 compared to the period ended June 30, 2015
During the three and six month periods ended June 30, 2016, the Company had a net loss of $8,395 and $29,809 respectively compared to a net loss of $16,927 and $18,082 during the three month and six month periods ended June 30, 2015. This represents a decrease in net loss in the amount of $ 8,532 over the respective three month period ended June 30, 2015 and an increase of $11,727 over the respective six month period ended June 30, 2015. This increased in loss for the six month period ended June 30, 2016 is due primarily to an increase in professional fees and general and administrative expenses.
Total operating expenses decreased to $8,395 during the three month period ended June 30, 2016 from $16,927, for the comparable period ended June 30, 2015. This decrease in loss is due primarily a decrease in the amount of professional fees for services during the three month period ending June 30, 2016.
Liquidity and Capital Resources
The Company’s working capital at June 30, 2016 was $68,793 compared to working capital of $98,603 at December 31, 2015. Working capital decreased primarily due to continuing operating expenses with no income and additional professional fees incurred in connection with the Share Exchange Agreement with Interlok Key Management Inc.
Net cash used in operating activities was $28,995 during the six month period ended June 30, 2016 compared with $17,488 during the six month period ended June 30, 2015.
Cash flow from investing activities was $0 during the six month period ended June 30, 2016 compared to $ $0 during the six month period ended June 30, 2015.
Cash flow from financing activities was $0 during the six month period ended June 30, 2016 compared with $0 during the six month period ended June 30, 2015.
As a result, cash decreased by $28,995 during the six month period ended June 30, 2016. The Company had cash of $73,823 as of June 30, 2016. It will not be necessary for the Company to raise additional capital to continue its business activities in 2016.
Off-Balance Sheet Arrangements
There are no preliminary agreements or understandings between the Company and its officers and directors or affiliates or lending institutions with respect to any loan agreements.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Smaller reporting companies are not required to provide this information.
ITEM 4. CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.
b) Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the period ended June 30, 2016 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
None
ITEM 5. OTHER INFORMATION
On June 16, 2016 Butte Highlands Mining Company (“Butte”) entered into a Letter of Intent (“LOI”) with Interlok Key Management, LLC, a Texas limited liability company. Pursuant to the terms of the LOI, Butte will acquire one hundred percent (100%) of the Interests of INTERLOK (the “Acquisition”). The consideration for the Acquisition shall be the issuance by Butte Highlands to the INTERLOK members, including the shares issued to brokers and finders in connection with the Transaction, such number of shares of Butte Highlands as shall be equal to ninety-five percent (95%) of the outstanding shares of Butte Highlands at closing. The parties agreed to use their best efforts to enter into a definitive Share Exchange Agreement no later than July 15, 2016. That date was subsequently revised to September 1, 2016. At closing, the current directors of Butte will serially resign and be replaced by persons nominated by the management of Interlok.
Interlok is engaged in the business of developing and licensing its patented key based encryption methods. The company was formed to develop and license a new approach to enhance the strength of today’s key-based encryption methods through its patented Dynamic Synchronous Key Management technology. Interlok’s solutions are intended to increase the effectiveness of current encryption products. InterLok’s unique design is also intended to prevent hacker attacks by providing perpetual authentication for communication sessions.
InterLok’s technology does not directly displace existing products or services available in the market today. It enhances and adds new capabilities. Whether approaching security from a physical or human interactive perspective, Interlok’s encryption method is intended to render data unavailable to unauthorized view or use. Interlok’s products assure that other solutions are strengthened against new code breaking advances.
At closing of the transaction contemplated by the LOI, Paul Hatfield, President and a Director of Butte shall be paid the sum of $55,000 for services in connection with this transaction. The fee is payable: $25,000 in cash and the balance in the form of 250,000 restricted shares of Butte Highlands Class A common stock. In addition, Mr. Hatfield shall be awarded options to acquire an additional 350,000 shares of Butte Highlands Class A common stock at an exercise price equal to the closing price of Butte Highlands common stock on the OTC Bulletin Board as of the close of business on June 16, 2016, the date on which the Letter of Intent was fully executed. The options, which will have piggy-back registration rights are exercisable for twenty-four months commencing on the closing of the transaction contemplated by the LOI.
In a related agreement, on June 20, 2016 Mr. Hatfield entered into a Stock Purchase Agreement with JD McGraw, of Houston, Texas. Mr. McGraw was instrumental in negotiating the LOI. Pursuant to the terms of the Stock Purchase Agreement, Mr. McGraw, or his assigns, has been granted the right to purchase from Paul Hatfield a maximum of Five Hundred Thousand (500,000) Shares at a price of $0.15 per share. The Stock Purchase Agreement is effective for a period of twenty-four (24) months commencing upon the closing of the transaction contemplated by the LOI.
ITEM 6. EXHIBITS (filed with this report)
Exhibit No. | Description |
10.1 | Letter of Intent to Acquire Interlok Key Management, LLC, dated June 16, 2016 |
10.2 | Amendment to Letter of Intent to Acquire Interlok Key Management, LLC, dated July 15, 2016 |
31.1: | |
31.2: | |
32.1: | |
32.2: | |
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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 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BUTTE HIGHLANDS MINING COMPANY
/s/ Paul A. Hatfield
By:
Paul A. Hatfield, President and Director
Date: August 19, 2016
/s/ Paul A. Hatfield
By
Paul A. Hatfield, Principal Accounting Officer
Date: August 19, 2016