ITEM 1: DESCRIPTION OF BUSINESS
In General
We are an exploration stage mineral exploration company. As such, there is no assurance that a commercially viable mineral deposit exists on our sole mineral property interest, the Q29 property. Further exploration will be required before a final evaluation as to the economic and legal feasibility of the Q29 property is determined.
We will be engaged in the acquisition, and exploration of mineral properties with a view to exploiting any mineral deposits we discover that demonstrate economic feasibility. We own a 100% interest, in four contiguous mineral claims collectively known as the Q29 property.
Our plan of operation is to conduct exploration work on the Q29 property in order to ascertain whether it possesses economic quantities of copper or gold. There can be no assurance that economic mineral deposits or reserves, exist on the Q29 property until appropriate exploration work is done and an economic evaluation based on such work concludes that production of minerals from the property is economically feasible.
Q29 Property Purchase Agreement
On December 22, 2003, we entered into an agreement with Mr. Edward McCrossan of Vancouver, British Columbia, whereby he agreed to sell to us a total of four mineral claims located approximately 20 kilometers west of Port Alice, British Columbia. In order to acquire a 100% interest in these claims, on January 5, 2004 we paid $6,000 from our corporate bank account to Mr. McCrossan.
Other than selling the Q29 claims to us, Mr. McCrossan has not had and does not have any relationship or affiliation with us or our management.
In October 2008 due to inactivity the claims expired. We were not able to obtain the necessary funds to restake the properties until December 2009. On December 29th, 2009 we restaked the claims and plan to move forward with further exploration of the property.
Up to December 31, 2009, we have spent $16,542 on the acquisition and exploration of the Q29 property.
Title to the Q29 Property
The Q29 property consists of four mineral claims. These claims will only be valid as long as we spend a minimum of $880 in exploration work on each claim per year. If we spend more than $880 on exploration in one calendar year, an excess amount may be carried forward to subsequent years. Alternatively, we may pay the same amount per claims in cash to the British Columbia government in order to maintain the claims in good standing.
A "mineral claim" refers to a specific section of land over which a title holder owns rights to exploration to ground. Such rights may be transferred or held in trust. Mr. McCrossan holds the four mineral claims comprising the Q29 property in trust for us. It is a common procedure to have such claims held in trust given the expense that we would incur in registering as a recorded claim holder and as an extraprovincial company in British Columbia. We can request that the claims be registered in our name at any time.
If the trustee becomes bankrupt or transfers the claims to a third party, we may incur significant legal expenses in enforcing our interest in the claims in British Columbia courts.
The registration of the claims in the name of a trustee does not impact a third party's ability to commence an action against us respecting the Q29 property or to seize the claims after obtaining judgment.
The fee simple owner of the real property underlying the claims that comprise the Q29 property is the government of British Columbia. The government has the right to sell title to this land to a third party, but is unlikely to do so given the remote location of the property. We have the right to explore the property for mineralization, provided such exploration does not unreasonably disturb the fee simple owner's use of the land. Because the property is undeveloped, the British Columbia government's rights to the land use will not be impacted and it will not have any obligations respecting the land. We will be required to undertake remediation work on any exploration that results in physical disturbance to the land. Refer to the section entitled "Compliance with Government Regulation" below.
Description, Location and Access
The Q29 property is located in the Nanaimo Mining Division on Vancouver Island, British Columbia approximately 20 kilometers west of Port Alice. The property is road accessible by Western Forest Products logging roads which being south of Port Alice on the east side of Neroutsos Inlet. This road is accessible year round, except for some occasional delays and interruptions in winter due to snowfall.
Topography within the claims area is moderate with elevations ranging between 250 feet and 1,300 feet. Vegetation and climate are typical for the west coast of Vancouver Island. The property area is covered with evergreen trees including hemlock, cedar and Douglas fir and softwood species such as alder and poplar. Mosses and a variety of berry bushes are common on the forest floor. Second growth vegetation in previously logged areas can be dense and difficult to traverse.
The bio-climatic zone of the property area is a temperate rainforest. Annual rainfall can exceed 25 centimeters, but much of that occurs during the winter months. Summer daytime temperatures between June and September average between 15 and 20 degrees Celsius. Winter temperatures can drop below freezing, but are generally moderate due to the proximity of the Pacific Ocean.
There no power lines close to the Q29 property. Accordingly, a portable generator would be necessary in order to supply power during exploration.
Mineralization
The northwestern portion of Vancouver Island, including the property area, is underlain primarily by volcanic, limestone and marine sediment rocks. On the Q29 property, these rock formations were altered by intrusions. An intrusion occurs when molten rock containing a mixture of minerals and gases enters into the existing rock formation. Such intrusions often contain concentrations of precious minerals such as gold and silver and base metals such as copper and molybdenum.
No reserves or economically significant mineralization has been discovered on the Q29 property. Very limited sampling results from the property indicate low level anomalies of zinc and silver.
Exploration History
To date, no mineral deposit has been delineated on the Q29 property. Consequently there has been no reserve or resource calculated. All proposed property work is exploratory in nature. There is no known historical work from the property prior to 2000. There is no equipment or infrastructure on the property. As well, no mining operations have ever been conducted on the property.
During October of 2000, Ed McCrossan, P.Geo., collected sixteen rock grab samples were collected along logging road cut exposures within the Q29 claims. Grab samples are soil samples or pieces of rock that appear to contain precious metals such as gold or industrial metals such as copper. All samples gathered were sent to a laboratory where they were crushed and analysed for metal content. The samples indicate low level anomalies of zinc, silver, barium and arsenic.
Geological Report: Q29 Group Property
We have obtained a geological report on the Q29 property that was prepared by Mr. Edward McCrossan, a professional geologist, of Vancouver, British Columbia. The geological report summarizes the results of exploration in the area of the Q29 property and makes a recommendation for further exploration work.
In his report, Mr. McCrossan concludes that the Q29 property has the potential to host precious metal and polymetallic mineral occurrences and deposits given its location on northern Vancouver Island. He notes that previous sampling results from an area of the property that appears to contain altered, mineralized rock returned between 0.15% and 0.60% copper. If such mineralization continued over a significant area, the Q29 property could potentially host a mineral deposit.
Mr. McCrossan recommends that we undertake an initial exploration program on the property to determine the extent to which mineral levels continue over different areas of the property. He suggests that such a program consist of grid emplacement accompanied by geological, geochemical and geophysical surveys. Additional phases consisting of trenching and diamond drilling are also recommended.
The geochemical portion of the initial phase program will consist of our consulting geologist and his assistant gathering samples from property areas with the most potential to host economically significant mineralization based on past exploration results.
We do not have an agreement with Mr. McCrossan to provide his geological services for planned exploration work on the Q29 property. Mr. McCrossan has indicated that he would be prepared to undertake such work if he was available and that he would only retain an assistant after being retained by us. No specific assistant has been determined.
Geophysical surveying is the search for mineral deposits by measuring the physical property of near-surface rocks, and looking for unusual responses caused by the presence of mineralization. Electrical, magnetic, gravitational, seismic and radioactive properties are the ones most commonly measured.
Compliance with Government Regulation
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in the province of British Columbia, specifically. Under these laws, prior to production, we have the right to explore the property, subject only to a notice of work which may entail posting a bond if we significantly disturb the property surface. This would first occur during the drilling phase of exploration.
In addition, production of minerals in the province of British Columbia requires prior approval of applicable governmental regulatory agencies. We can provide no assurance to investors that such approvals will be obtained. The cost and delay involved in attempting to obtain such approvals cannot be known at this time.
We will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken. Our first two phases of exploration, which will consist of grid emplacement; geological, geochemical and geophysical surveys; and trenching will not require any reclamation and environmental mediation work because there will not be significant physical disturbance to the land. Subsequent drilling will require some remediation work, which is not expected to exceed $10,000. We will need to raise additional funds to finance any drilling program, including remediation costs.
If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater. Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:
- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
- Dumping of material on the surface will have to be re-contoured and re-vegetated;
- An assessment of all material to be left on the surface will need to be environmentally benign;
- Ground water will have to be monitored for any potential contaminants;
- The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and
- There will have to be an impact report of the work on the local fauna and flora.
While it is difficult to know exactly how much these costs will be until we have a better indication of the size and tenor of any production operation, we would expect that they could be as high as $100,000.
During the initial phases of exploration, there will be no significant costs of compliance with government regulations.
Employees
We have no full time employees as of the date of this annual report. We expect the President of the Company will work part time on this project.
Research and Development Expenditures
We have not incurred any exploration expenditures to date. We have not incurred any other research or development expenditures since our incorporation.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Risk Factors
In addition to the other information in this annual report, the following factors should be carefully considered in evaluating our business and prospects:
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
Our current operating funds are less than necessary to complete all intended exploration of the Q29 property, and therefore we will need to obtain additional financing in order to complete our business plan. We currently do not have any operations and we have no income.
Our business plan calls for significant expenses in connection with the exploration of the Q29 property. While we have sufficient funds to conduct initial exploration on the property, we will require additional financing in order to determine whether the property contains economic mineralization. We will also require additional financing if the costs of the exploration of the Q29 property are greater than anticipated.
We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market prices for copper and gold, investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.
The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the Q29 property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.
BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.
Because we have only recently commenced business operations, we have been involved primarily in organizational activities and the acquisition of our mineral property. We have not earned any revenues as of the date of this annual report. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.
Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the Q29 property and the production of minerals from the claims, we will not be able to earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.
The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that our mineral claims contain economic mineralization or reserves of copper or gold. Exploration for minerals is a speculative venture necessarily involving substantial risk. Our exploration of the Q29 property may not result in the discovery of commercial quantities of copper or gold. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.
The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.
EVEN IF WE DISCOVER RESERVES OF PRECIOUS METALS ON THE Q29 PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP THE Q29 CLAIMS.
The Q29 property does not contain any known bodies of mineralization. If our exploration programs are successful in establishing copper of commercial tonnage and grade, we will require additional funds in order to further develop the property. At this time, we cannot assure investors that we will be able to obtain such financing.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.
The independent accountant's report to our audited financial statements for the period ended December 31, 2006, indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our net loss position, our failure to attain profitable operations and our dependence upon obtaining adequate financing. If we are not able to continue as a going concern, it is likely investors will lose their investments.
IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.
There are several governmental regulations that materially restrict mineral property exploration and development. Under British Columbia mining law, to engage in certain types of exploration will require work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While these current laws do not affect our current exploration plans, if we proceed to commence drilling operations on the Q29 property, we will incur modest regulatory compliance costs.
In addition, the legal and regulatory environment that pertains to the exploration of ore is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues. In addition to new laws and regulations being adopted, existing laws may be applied to mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.
BECAUSE OUR DIRECTORS OWN 61.2% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE ISADVANTAGEOUS TO OTHER MINORITY SHAREHOLDERS.
Our directors own approximately 61.2% of the outstanding shares of our common stock. Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. They will also have the power to prevent or cause a change in control. The interests of our directors may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
None of our directors has any technical training in the field of geology. As a result, we may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants. As well, with no direct training or experience, our management may not be fully aware of the specific requirements related to working in this industry. Their decisions and choices may not be well thought out and our operations and ultimate financial success may suffer irreparable harm as a result.
BECAUSE OUR DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our president, Mr. Taylor intends to devote five hours per week respectively to our business affairs. It is possible that the demands on Mr. Taylor from their other obligations could increase with the result that they would no longer be able to devote sufficient time to the management of our business. In addition, Mr. Taylor may not possess sufficient time for our business if the demands of managing our business increased substantially beyond current levels.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no assurance that a market will develop. We have applied for quotation of our common stock on the over the counter bulletin board. However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL THE STOCK.
Our shares constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
Item 1(B) Unresolved Staff Comments
None
ITEM 2:
ITEM 2: DESCRIPTION OF PROPERTY
We own a 100% interest, in four mineral claims comprising the Q29 property. We do not own or lease any property other than the Q29 property.
ITEM 3:
ITEM 3: LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 4:
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted during the fourth quarter of our fiscal year to a vote of security holders, through the solicitation of proxies or otherwise.
PART II
ITEM 5:
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Our shares of common stock commenced quotation on the Pink Sheets under the symbol MNVN on December 4, 2006. However, no trades have occurred through the facilities of the Pink Sheets to date.
We have 31 shareholders of record as at the date of this annual report.
Dividends
We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business.
High Low
Fiscal 2009
First Quarter $0.00 $0.00 Second Quarter $0.00 $0.00 Third Quarter $0.00 $0.00 Fourth Quarter $0.00 $0.00
Fiscal 2008
First Quarter $0.00 $0.00 Second Quarter $0.00 $0.00 Third Quarter $0.00 $0.00 Fourth Quarter $0.00 $0.00
Equity Compensation Plan Information
None
Recent Sales of Unregistered Securities
None
Changes in Securities
The Corporation had 9,800,000 shares of common stock issued and outstanding as of December 31, 2009 and December 31, 2008.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and therefore are not required to provide the information required under this item.
ITEM 7:
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
All statements other than statements of historical fact included in Management's Discussion and Analysis of Financial Condition and Results of Operations" which follows, are forward-looking statements. Forward-looking statements involve various important assumptions, risks, uncertainties and other factors which could cause our actual results to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this discussion can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "plan," "intend," "may," "should" or the negative of these terms or similar expressions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievement. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors including but not limited to, competitive factors and pricing ressures, changes in legal and regulatory requirements, cancellation or deferral of customer orders, technological change or difficulties, difficulties in the timely development of new products, difficulties in manufacturing, commercialization and trade difficulties and general economic conditions as well as the factors set forth in our public filings with the Securities and Exchange Commission.
You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Annual Report or the date of any document incorporated by reference, in this Annual Report. We are under no obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
For these statements, we claim the protection of the safe harbor for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934.
Plan of Operation
Our plan of operation for the twelve months following the date of this annual report is to complete the recommended grid emplacement and geological, geochemical and geophysical surveys on the Q29 property. We anticipate that the cost of this program will be approximately $10,000 and will take approximately 60 days, including the interpretation of all data collected.
We have plan to retain, a professional geologist, to undertake the proposed exploration on the Q29 property. If results of this initial exploration program indicate that the Q29 property may contain an economic mineral deposit, we will proceed with a trenching program in spring. We expect the trenching program will cost approximately $15,000 and take approximately 60 days to complete. We do not have any arrangement with a qualified geologist to oversee the trenching program.
As well, we anticipate spending an additional $12,500 on professional fees, including fees payable for compliance with reporting obligations.
Total expenditures over the next 12 months are therefore expected to be $37,500.
We will require additional funding in order to proceed with proposed exploration and to cover administrative costs. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund the second phase of the exploration program. We believe that debt financing will not be an alternative for funding the complete exploration program. We do not have any arrangements in place for any future equity financing.
Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. Our management is prepared to provide us with short-term loans, although no such arrangement has been made. There are no financial limitations on the amount of money that management may lend to us.
At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
We have not and do not intend to seek debt financing by way of bank loan, line of credit or otherwise. Financial institutions do not typically lend money to mineral exploration companies with no stable source of revenue.
If we do not secure additional funding for exploration expenditures, we may consider seeking an arrangement with a joint venture partner that would provide the required funding in exchange for receiving a part interest in the Q29 property. We have not undertaken any efforts to locate a joint venture partner. There is no guarantee that we will be able to locate a joint venture partner who will assist us in funding exploration expenditures upon acceptable terms. We may also pursue acquiring interests in alternate mineral properties in the future.
If we are unable to arrange additional financing or find a joint venture partner for the Q29 property, our business plan will fail and operations will cease.
Results of Operations For the Year Ended December 31, 2009
We did not earn any revenues during the year ending December 31, 2009. At December 31, 2009, we had an accumulated deficit of $100,032 and a working capital deficiency of $70,432.
In 2009, our operating expenses in consisted of $3,898 in professional fees and $(77) in office and general costs and $4,542 in mineral property acquisition expense.
As at December 31, 2009, we had $0 in cash and liabilities totaling $70,432 consisting of accounts payable and accrued liabilities of $8,201 and $50,609 loan due to an unrelated party and $11,622 due to a shareholder.
We have not generated any revenue since inception and are dependent upon obtaining financing to pursue exploration activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS.
Stan J.H. Lee, CPA 2160 North Central Rd. Suite 203 Fort Lee NJ 07024 P.O. Box 436402 San Ysidro CA 92143 619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com
Report of Independent Registered Public Accounting Firm -------------------------------------------------------
To the Board of Directors and Shareholders of Mondial Ventures Inc.
We have audited the accompanying balance sheets of Mondial Ventures Inc. as of December 31, 2009 and the related statements of operations, changes in shareholders' equity and cash flows for the year then ended and since May 29, 2002 ( its inception)for its cumulative presentation. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mondial Ventures Inc. as of December 31, 2009 and the results of their operations and its cash flows for the fiscal year then and since May 20, 2002 ( its inception) for its cumulative presentation in conformity with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's results of operations and lack of capital and liquidity raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Stan J.H. Lee, CPA - ------------------ Stan J.H. Lee, CPA
April 25, 2010 Fort Lee, NJ 07024
MONDIAL VENTURES, INC. Balance Sheets (An Exploration Stage Company)
December 31, December 31, 2009 2008 ------------- -------------
Assets
Cash $ -- $ 48 ------------- -------------
Total current assets -- 48 ------------- -------------
Total assets $ -- $ 48 ============= =============
Liabilities and Stockholders' Equity (Deficit)
Current liabilities: Accounts payable and accrued liabilities $ 8,201 $ 11,508 Note payable 50,609 50,609 Shareholder Loan 11,622 -- ------------- -------------
Total current liabilities 70,432 62,117 ============= =============
Commitments and contingencies
Stockholders' equity (deficit): Common stock, $.001 par value; 75,000,000 shares authorized, authorized, 9,800,000 shares issued and outstanding respectively 9,800 9,800 Additional paid-in capital 19,800 19,800 Deficit accumulated during exploration stage (100,032) (91,669) ------------- -------------
Total stockholders' equity (deficit) (70,432) (62,069) ------------- -------------
Total liabilities and stockholders' equity (deficit) $ -- $ 48 ============= =============
The accompanying notes are an integral part of these financial statements
MONDIAL VENTURES, INC. Statements of Operations (An Exploration Stage Company)
May 29, (Inception) Through December 31, December 31 2009 2008 2009 ------------- ------------- -------------
Revenue -- -- -- ------------- ------------- -------------
Operating expenses:
Mineal Property Acquisition 4,542 -- 16,542 Office and general (77) 737 13,128 Professional expense 3,898 4,017 70,362 ------------- ------------- -------------
Total operating expenses $ 8,363 $ 4,754 $ 100,032 ------------- ------------- -------------
Net income (Loss) (8,363) (4,754) (100,032) ============= ============= =============
Basic and diluted loss per share $ -- $ -- ============= =============
Basic and weighted average common shares outstanding 9,800,000 9,800,000 ============= =============
Diluted weighted average common shares outstanding 12,623,014 9,800,000 ============= =============
The accompanying notes are an integral part of these financial statements
MONDIAL VENTURES, INC. Statements of Cash Flows (An Exploration Stage Company)
May 29, (Inception) Through December 31, December 31 2009 2008 2009 ------------- ------------- -------------
Cash flows from operating activities: Net loss $ (8,363) $ (4,754) $ (100,032) Adjustments to reconcile net loss to net cash used in operating activities: Increase in Accounts Payable (3,307) 4,518 8,201 ------------- ------------- ------------- Net cash provided by (used in) operations (11,670) (236) (91,831)
Cash flows from (used in) investing activities: ------------- ------------- -------------
Net cash used in investing activities -- -- -- ------------- ------------- -------------
Cash flows from financing activities: Loan from officer/shareholder 11,622 -- 11,622 Loan from related party -- -- 50,609 Issuance of common stock -- -- 29,600 ------------- ------------- -------------
Net cash provided by financing activities 11,622 -- 91,831 ------------- ------------- -------------
Net change in cash (48) (236) --
Cash, beginning of period 48 284 -- ------------- ------------- -------------
Cash, end of period $ -- $ 48 $ -- ============= ============= =============
Supplemental disclosure of cash flow information: Interest paid $ -- -- $ -- ============= ============= ============= Income taxes paid $ -- $ -- $ -- ============= ============= =============
The accompanying notes are an integral part of these financial statements
MONDIAL VENTURES, INC. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS December 31, 2009
Note 1 Nature and Continuance of Operations
The Company was incorporated in the State of Nevada on May 29, 2002 and is in the business of acquisition and exploration of mineral properties. The Company is considered to be in the exploration stage with respect to its mineral property.
The Company has acquired a mineral property located in the Province of British Columbia, Canada and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of amounts from the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.
Going Concern
The Company commenced operations on May 29, 2002 and has not realized any revenues since inception. At December 31, 2009, the Company had an accumulated deficit of $100,032 and a working capital deficiency of $70,432. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company to date has funded its operations through the issuance of common and advances from a director. Management plans to raise additional funds through issuance of additional capital stock and advances from directors.
Note 2 Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America and are stated in US dollars.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Foreign Currency Translation
Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at transaction dates. Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect the exchange rate at that date. Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date. Gains and losses from restatement of foreign currency assets and liabilities are included in the statements of operations. Revenues and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in the statements of operations.
Mineral Property
The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with EITF 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows, have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization is not met. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. As of the date of these financial statements, the Company has incurred only acquisition and exploration costs which have been expensed. To date the Company has not established any proven or probable reserves on its mineral properties.
Impairment of Long-lived Assets
Long-lived assets are reviewed for impairment in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets", which was adopted effective January 1, 2002. Under SFAS No. 144, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value.
Financial instruments
The Company's financial instruments consist of cash, accounts payable and accrued liabilities and advances from related party. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of those instruments. In management's opinion, the Company is not exposed to significant interest rate, currency exchange rate or credit risk arising from these financial instruments. The Company is not party to any derivative instruments.
Income Taxes
The Company follows the liability method of accounting for 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 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. 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. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize the future benefit.
Net Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive losses per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the basic loss per share equals the dilutive loss per share.
Stock-based Compensation
The Company has not adopted a stock option plan and has not granted stock options. Accordingly, no stock-based compensation has been recorded to date
Recent Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") issued authoritative guidance on the FASB Accounting Standards Codification ("ASC") and the hierarchy of generally accepted accounting principles, codified in ASC 105, Generally Accepted Accounting Principles. The codification was effective for interim or annual periods ending after September 15, 2009, and impacted the Company's financial statement disclosures beginning with the year ending December 31, 2009 as all future references to authoritative accounting literature will be referenced in accordance with the Codification.
The FASB has issued authoritative guidance on Non-controlling Interests in Consolidated Financial Statements. The new codification code is ASC 810, Consolidation. This statement changes the way the consolidated income statement is presented when non-controlling interests are present. It requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. The implementation of this pronouncement did not have a significant impact on the financial statements of the Company.
The FASB has issued authoritative guidance on Business Combinations. The new codification code is ASC 805, Business Combinations. This statement retains the fundamental requirements that the acquisition method of accounting be used, and applies to all business entities, including mutual entities that previously used the pooling of interest method of accounting for some business combinations. The implementation of this pronouncement did not have a significant impact on the financial statements the Company.
The FASB has issued authoritative guidance on subsequent events, which was primarily codified into Topic 855, Subsequent Events, in the ASC. The guidance established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The adoption of ASC 855 did not have a material effect on the Company's financial statements and related disclosures.
Note 3 Mineral Property
Mineral Claims, Port Alice
Pursuant to a mineral property purchase agreement dated December 22, 2003, the Company acquired a 100% undivided right, title and interest in and to four mineral claims located in Port Alice, British Columbia for $6,000, paid by the Company upon closing of this agreement on January 5, 2004. An additional $6,000 was paid for mineral property consulting services. In October 2008 title to the property lapsed due to a lack of funds. The Company restaked the claims in December 2009.
Note 4 Related Party Transactions
None
All related party amounts are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
Note 5 Convertible Note Payable
The note payable is non-interest bearing and due on demand. After July 1, 2009 the note is convertible at the option of the holder into common shares at $.01 per share. Management calculated imputed interest at a rate of 4% per annum and determined that the interest was not material to the financial statements ending December 31, 2009
Note 6 Common Stock
The Company is authorized to issue 75,000,000 common shares with a par value of $0.001 and has issued 9,800,000 shares as at December 31, 2009.
Note 7 Income Taxes
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
2009 2008 ------------- -------------
Net loss $ (8,363) $ (4,754) ============= =============
Expected income tax recovery $ 2,927 $ 1,664 Unrecognized current benefit of operating losses (2,927) (1,664) ------------- ------------- Total income taxes $ - $ - ============= =============
The Company has available for deduction, against deferred taxable income operating losses of approximately $100,032. These losses, if not utilized, will expire commencing in 2027. Future tax benefits which may arise as a result of these operating losses have been offset by a valuation allowance and have not been recognized in these financial statements.
Note 8 Subsequent Events
On January 28, 2010 Scott Taylor resigned as the President and a director of the Company. On January 28, 2010 Marc Juliar was appointed as President of the Company by the Board of Directors.
ITEM 9.
ITEM 9. CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING & FINANCIAL DISCLOSURE
On January 21,2009 the board of directors of the Company replaced DMCL with Stan G. H. Lee CPA, as our auditors. There have been no disagreements with our accountants on issues of accounting or financial disclosure.
ITEM 9A(T).
ITEM 9A(T). CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of its President and Chief Executive Officer, who is its principal executive officer, completed an evaluation of the effectiveness of the design and operation 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, as amended (the "Exchange Act") as of the end of the period covered by this Form 10-K. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC rules and forms, and that such information is accumulated and communicated to management, including the President and Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosures. Based on that evaluation, the Company's President and Chief Executive Officer concluded that the Company's disclosure controls and procedures, as of the end of the fiscal year covered by this Form 10-K, were effective.
(b) Management's Annual Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and for assessing the effectiveness of internal control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2008. In making its assessment of internal control over financial reporting, management used the criteria established in Internal Control -- Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. This assessment included an evaluation of the design of the Company's internal control over financial reporting and testing of the operational effectiveness of those controls. Based on the results of this assessment, management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2009.
This Annual Report on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this Annual Report on Form 10-K.
(c) Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting that occurred during the fourth quarter of the year ended December 31, 2009 that have materially affected, or that are reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
All directors of our company hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. The officers of our company are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.
Our directors, executive officers and other significant employees, their ages, positions held and duration each person has held that position, are as follows:
============== =========================== ===== =============================== Name Position Held with the Age Date First Elected / Appointed Corporation ============== =========================== ===== =============================== Scott Taylor President and Director 27 May 29, 2002 ============== =========================== ===== =============================== Marc Juliar Director 32 Dec 18, 2009 ============== =========================== ===== ===============================
Business Experience
The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.
Biographical Information
Mr. Scott Taylor has acted as our President, chief executive officer promoter and as a director since our incorporation. Mr. Taylor is a graduate of Touro College in Moscow, Russia, receiving his Bachelor of Science degree in science finance in January 2004. As part of his degree requirement, Mr. Taylor completed a thesis in international diamond mining ventures in northern Russia. Part of Mr. Taylor's undergraduate work was completed at the University of Economics in Barcelona, Spain, Franklin College in Lugano, Switzerland, the University of Calgary and the University of British Columbia.
From January to December 2002, Mr. Taylor acted as a business development consultant for Delta Financial Group in Moscow, Russia where he established a customer service training program for the company's loan officers and analyzed expansion and marketing efforts. From January to August 2003, Mr. Taylor was employed as a research and financial analyst with Al-Toukhi Group, a private company based in Dubai and Alberta. As part of his duties, Mr. Taylor researched and compiled data on various Alberta oil sands projects.
From October 2003 until December 2004, Mr. Taylor was employed as a venture capital consultant with Resourcex Capital, a private British Columbia business involved in organizing and acquiring gold, diamond and oil and gas projects in South America and Russia.
In January 2005 he jointly set up a trading company in Lugano which primarily focuses on locating specialized treated steel products from Russia for the North American Nuclear and Petroleum Industry. From May 2005 until present he has been employed as an executive at the Weir-Jones Group, which is an established engineering firm. The Weir-Jones group manufactures specialized equipment for the Marine, Oil & Gas, Mining, Civil Construction, and Defence Industries. Specifically within the mining industry the company designs and re-mediates mines in several countries.
Mr. Taylor intends to devote 20 hours of his business time per week to our affairs.
Marc Juliar is an independent contractor to the Film, Music Video and T.V.Commercial production business. Mr. Juliar has held many positions in the film and production business. Mr. Juliar was an officer and director of Kodiak Energy(KDKN), Inc. from April 2004 to January 2006. Mr. Juliar was an officer and director of Aamaxan Transport, Inc. (AMXT) from September 2005 until April 2008. Mr. Juliar is an officer and director of Paradigm Oil & Gas, Inc. Mr. Juliar attended the University of Toronto located in Toronto, Ontario Marc Juliar is expected to serve as our President, Secretary, Treasurer and sole Director.
Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:
1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Mondial does not have any committees of the board of directors at this time. The board of directors does not have a nominations committee because there is one director and shareholder suggestions would be known to the entire board. As such, the board of directors believes there will be sufficient communication by shareholders with the board about matters and nominees to be brought to its attention.
Mondial's directors functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of the Company's independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. Mondial's board of directors has determined that its director is not an "audit committee financial expert" within the meaning of the rules and regulations of the SEC. Mondial's board of directors has determined, however, that its director is able to read and understand fundamental financial statements and has business experience that results in that member's financial sophistication. Accordingly, the board of directors believes that its director has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table sets forth information concerning all compensation paid or accrued by us to our President and Chief Executive Officer, during the fiscal year ended December 31, 2007. None of the officer receives compensation in excess of $100,000 per year.
Long-Term Annual Compensation Compensation Awards Name and Fiscal Stock All Other Principal Position Year Salary Bonus Option Compen- Granted sation - ---------------------------------------------------------------------------- Scott Taylor 2009 $0 -- -- -- President 2008 $0 -- -- --
Marc Juliar 2009 $0 2008 $0
Stock Option Grants
During the year ended December 31, 2009, we did not grant any stock options or stock appreciation rights to any of our directors or officers. There are currently no stock options or stock appreciation rights outstanding.
Options Exercised and Year-End Option Values
The following table sets forth certain information regarding the value of unexercised options held by the named executive officer as of December 31, 2009.
Fiscal Year-End Option Values(1)
Stock Option Plan
Mondial has no stock option plan for officers, directors, employees or consultants and no options have been issued.
Compensation of Directors
The Company does not pay any compensation to directors.
Director Compensation
Non-equity Nonqualified Fees incentive deferred All earned plan compen- other or paid Stock Option compen- sation compen- in cash awards awards sation earnings sation Total Name ($) ($) ($) ($) ($) ($) ($)
Scott Taylor $ 0 -- -- -- -- -- $ 0
Marc Juliar $ 0 -- -- -- -- -- $ 0
We have no plan for compensating our directors for their service. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.
Employment Agreements
There are no other management agreements with our directors or executive officers and we do not anticipate that written agreements will be put in place in the foreseeable future
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT & RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of December 31, 2009, certain information with respect to the beneficial ownership of our common shares by each shareholder known to us to be the beneficial owner of 5% of our common shares, and by each of our officers and directors. Each person has sole voting power with respect to the common shares, except as otherwise indicated. Beneficial ownership consists of a direct interest in the common shares, except as otherwise indicated.
============================================================================= Name and Address of Amount and Nature of Percentage of Class(1) Beneficial Owner Beneficial Ownership ============================================================================= Marc Juliar 6,000,000 60.12% =============================================================================
Directors and Officers 6000,000 60.12 (as a group) =============================================================================
(1) Based on 9,800,000 shares outstanding as of December 31, 2009 and, as to a specific person, shares issuable pursuant to the conversion or exercise, as the case may be, of currently exercisable or convertible debentures, share purchase warrants and stock options within 60 days.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents fees for professional services rendered by DMCL for the audit of the Company's financial statements as of the year end December 31, 2009 and fees billed for other services. On January 21,2009 the board of directors of the Company replaced DMCL with Stan G. H. Lee CPA, as our auditors.
Years Ended 2009 2008 -----------------------
Audit Fees $ 3,898 $ 4,017 Audit Related Fees $ - $ - Tax Fees $ - $ - All other Fees $ - $ -
Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements. All other fees relate to professional services rendered in connection with the review of the quarterly financial statements.
Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our audit committee's policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, the audit committee may also pre-approve particular services on a case-by-case basis. Our audit committee approved all services that our independent accountants provided to us in the past two fiscal years.
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a) The following documents are filed as a part of this Report:
1. Financial Statements. The following financial statements of Mondial Ventures, Inc. are included in Item 8:
Report of Independent Registered Public Accounting Firm.
Balance Sheets as of December 31, 2009 and 2008.
Statements of Operations for the year ended December 31, 2008, for the year ended December 31, 2009, and for the period May 29, 2002 through December 31, 2009.
Statements of Stockholders' Equity (Deficit) for the year ended December 31, 2009, for the year ended December 31, 2008 and for the period May 29, 2002 through December 31, 2009.
Statements of Cash Flows for the year ended December 31, 2009, for the year ended December 31, 2008 and for the period May 29, 2002 through December 31, 2009.
Notes to Financial Statements.
2. Financial Statement Schedule(s):
All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable.
The following are exhibits to this Annual Report
31.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.
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 2003.
SIGNATURES
Pursuant to the requirements of Section 13 and 15 (d) 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.
Dated: May 11, 2010
MONDIAL VENTURES, INC.
/s/ Marc Juliar - --------------------------- Marc Juliar President, Chief Executive Officer and Director (Principal Executive Officer)
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