Item 1. Description of Business.
Forward Looking Statements
Information in this Form 10-K contains forward looking statements" within the meaning of Rule 175 of the securities Act of 1933, as amended, and Rule 3b-6 of the Securities Act of 1934, as amended. When used in this Form 10-K, the words expects," "anticipates," "believes," "plans," "will" and similar expressions are intended to identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements regarding our adequacy of cash, expectations regarding net losses and cash flow, statements regarding our growth, our need for future financing, our dependence on personnel, and our operating expenses.
Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These forward-looking statements speak only as of the date hereof. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Business Development
M45 Mining Resources Inc., sometimes referred to herein as "we," "us,” “our," and the "Company" and/or "M45" was incorporated on July 26, 1990, under the laws of the State of Nevada, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions which would provide an eventual profit for the Company.
In November 1995, the Company, in consideration of the issuance of 150,000 authorized but unissued shares, received $75,000 (USD) from Capital General Corporation. The sales price $0.50 (USD) per share was arbitrarily decided upon by both parties. After the completion of the stock purchase, Capital General became the holder of approximately 49.6% of the outstanding shares of the Company.
The Company had been in the development stage from inception until December 1998, and its operations had been limited to the aforementioned sale of shares to Capital General Corporation and the gift of shares to the minority shareholders. During this period, the Company had continued to search for potential business opportunities, which might have involved the acquisition, consolidation or reorganization of an existing business.
On January 8, 1999, the board of directors of M45 entered into an Agreement with Softguard Enterprises Inc. ("Softguard"), a private Canadian corporation, whereby the Company issued and delivered, 7,650,000 shares, of its common stock bearing a restrictive legend, in exchange for which issuance, M45 acquired all of the outstanding shares of Softguard. The transaction was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof. Following the transaction the former shareholders of Softguard owned 82% of the outstanding shares of the Company.
On December 31, 2002, the board of directors of M45 unanimously agreed to abandon its wholly owned subsidiary, Softguard Enterprises Inc., due to lack of operations. They determined that Softguard's original business plan could not be executed and developed due to lack of operating capital and failure to complete the product design and development of the computer software technology.
On September 1, 2005, M45 consummated the transaction contemplated by the Share Exchange Agreement between M45, Roadvision and the Roadvision Selling Shareholders, pursuant to which the parties agreed that M45 would acquire all of the issued and outstanding shares of Roadvision in exchange for the issuance in the aggregate of 7,250,000 of M45's shares of common stock to Roadvision Selling Shareholders. The issuance of M45's shares of common stock to Roadvision Selling Shareholders was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and to provisions of Regulation S.
Roadvision became a wholly-owned subsidiary of M45 and, upon the issuance of shares, the Roadvision Selling Shareholders owned approximately 42% of all of M45's issued and outstanding stock. M45 currently has a total of 53,120,886 shares of common stock issued and outstanding.
On January 17, 2007, the Registrant entered into an agreement with Exploration Miniere Grenville Inc. (“EMG”), a Quebec corporation, whereby EMG sold to the Registrant a total of TWO HUNDRED AND NINETY-TWO (292) mining claims located in the Matagami Mining Camp, Province of Quebec in or around designated territory 32F for the purchase price of NINE HUNDRED NINE THOUSAND AND NINETY (909,090) shares of common stock of the Registrant. The agreement stipulates that following completed drilling and positive results the Company will pay the sum of $ 2,000,000 to (“EMG”).
On January 17, 2007, in connection with the EMG transaction, the Company filed with the State of Nevada an Amendment to its Certificate of Incorporation to change its name to M45 Mining Resources, Inc.
Business of Issuer
M45 Mining Resources Inc.’s (MRES: OB), strategic focus is on building shareholder value through the exploration and development of mineral claims, particularly in the Matagami Mining Camp located in Quebec, Canada. The Matagami Mining Camp is known for its zinc-rich massive sulphide deposits. Initial exploratory work in the Camp can be traced back to the 1930's with Noranda's activities in the region. Ten of the eighteen deposits discovered to date have been mined and have produced a total of 3.9 Mt zinc and 0.4 Mt copper.
We believed that there were likely one or more deposits situated within the limits of the Claims due to the fact that the property is located near past producers and existing deposits. We commenced the first phase exploration program in early April 2007, and conducted a full survey of NI-43-101, to determine the location of potential deposits. On June 7 2007, the company received final results of the NI-43-101 reports confirming the presence of deposits. The Company intends to initiate a massive drilling program as per the geologist’s recommendation, which is contained in the report. The drilling program cost will represent a total of approximately $2.8 million Canadian dollars.
As of June 10, 2010, the Company has no full-time employees. The President and Secretary-Treasurer have agreed to allocate a portion of their time without compensation to the activities of the Company.
The Company reported no revenues for the fiscal years ended March 31, 2010 and 2009. On April 1, 2007, the Company entered into an arrangement with its principal shareholder to pay rent and common shared expenses at set price of $3,500 per month and covers such expenses as rent, telephone costs, utilities and other similar operational support costs. On April 7, 2008, the principal shareholder converted the outstanding note balance due him from the Company for advances he had previously made to the Company for payment of general operational support expenses. He received a total of 4,989,440 shares of common stock at a price of $0.15 a share. Subsequent to receipt of these shares as full payment of the note payable due him, the principal shareholder advanced the Company an additional $192,394 for the payment of the same type of operational support expenses. The principal shareholder has agreed to continue to provide financial support for the payment of general operational support expenses until such time the Company begins to generate revenues.
The Company expects to encounter intense competition in its efforts to become a leader in mining exploration. Many large and small companies compete in this intense market. The principal means of competition vary among categories and business groups; however, the value of the territories is certainly to be taken in consideration. The competing entities will have significantly greater experience, financial resources, facilities, contacts and managerial expertise, than the Company.
Reports to Security Holders
M45 is a reporting company under Section 15(d) of the Securities Exchange Act of 1934, as amended, that electronically files periodic and episodic reports including quarterly reports on Form 10-QSB, annual reports on Form 10-K, and other reports and information with the Securities and Exchange Commission ("SEC"). The SEC maintains an Internet site (http://www.sec.gov) that contains these reports, and all other information regarding issuers.
ITEM 1A.
ITEM 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 1B.
ITEM 1B. Unresolved Staff Comments.
None
ITEM 2.
ITEM 2. Description of Property.
The Company occupies office space supplied by is principal shareholder; the fixed monthly arrangement with its principal shareholder (referred to above: “Business of Issuer”) includes an allowance for space rental. The occupied space is located at: 4020 St-Ambroise Suite 497, Montréal, (Quebec) Canada.
At the present time, the Company does not have any intentions of investing in any real estate property; real estate mortgages, real estate backed securities, or have any agreements with persons primarily engaged in real estate activities.
During the fiscal year ended March 31, 2010, the Company did not own, intend to own, or lease any other property.
ITEM 3.
ITEM 3. Legal Proceedings.
As of the date hereof, there are no legal proceedings pending or threaten by or against the Company. Nor are any of its directors, officers or affiliates in a party adverse to the Company in any legal proceedings.
ITEM 4.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders of the Company during the fourth quarter of the fiscal year ended March 31, 2010.
PART II
ITEM 5.
ITEM 5. Market Price for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
The Company has authorized capital stock of 55,000,000 shares of common stock with a par value of $.001, of which 53,120,886 shares were issued and outstanding as of June 10, 2010. The Company's common stock commenced trading on January 27, 1999 on the OTC Bulletin Board (OTCBB) operated by the National Association of Securities Dealers, Inc., under the symbol "MRES".
The table below sets forth the reported and summarized high and low bid prices of the common stock for each quarter shown, as provided by the NASD Trading and Market Services.
Market Information (Continued)
The quotations reflect inter-dealer prices, without adjustment for retail markups, markdowns or commissions and may not represent actual transactions in our securities.
Holders
As of June 30, 2010, there were approximately 540 holders of record of the Company's common stock. The number of registered shareholders excludes any estimate of the number of beneficial owners of common shares held in street name.
Section 15(g) of the Securities Exchange Act of 1934
Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’ duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’ rights and remedies in cases of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
Dividends
The Company has not declared or paid a cash dividend to stockholders since it was organized and does not intend to pay dividends in the foreseeable future. The board of directors presently intends to retain any earnings to finance our operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company's earnings, capital requirements and other factors.
Securities Authorized for Issuance under Equity Compensation Plans
On April 6, 2007, the Company filed a Registration Statement on Form S-8, wherein the Company registered a total of 7,000,000 shares of common stock pursuant to an Employee Stock Option Plan, adopted March 26, 2007, whereby certain employees of the Company were granted the right to purchase shares of common stock of the Company at not less than 85% of the Fair Market Value of the Shares on the date of grant; provided that: (a) the Exercise Price of an ISO will be not less than 100% of the Fair Market Value of the Shares on the date of grant; and (b) the Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than 110% of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 9 of this Plan. Pursuant to the S-8 filing, certain consultants were also issued shares of common stock.
Recent Sale of Unregistered Securities
The Company did not sell any securities without registration under the Securities Act of 1933 or in a transaction exempt from registration that was not previously reported on a Form 10-Q, Form 10-QSB, or in a Form 8-K during the fiscal years ended March 31, 2010 and 2009.
During the forth quarter of the fiscal year covered by this report, the Company did not have any plans or programs to repurchase any of its common stock or any other units of any class of equity security. There are no warrants or options outstanding to acquire any additional common stock of the Company.
Item 6.
Item 6. Selected Financial Data.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition.
Introduction
The following discussion of our financial condition and results of our operations should be read in conjunction with the Financial Statements and Notes thereto. Our fiscal year ends March 31. This document contains certain forward-looking statements including, among others, anticipated trends in our financial condition and results of operations and our business strategy. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties. Actual results could differ materially from these forward-looking statements. Important factors to consider in evaluating such forward-looking statements include: i) changes in external factors or in our internal budgeting process which might impact trends in our results of operations; ii) unanticipated working capital or other cash requirements; iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the industries in which we operate; and iv) various competitive market factors that may prevent us from competing successfully in the marketplace.
Plan of Operation
Since its inception, the Company has suffered recurring losses from operations and has been dependent on existing stockholders and new investors to provide cash resources to sustain its operations. M45 is a development stage enterprise with limited operational history. We currently have no cash reserves and anticipate that our available funds and resources will not be sufficient to satisfy our needs for working capital and capital expenditures for the next twelve months. The Company will be unable to pursue continued research and Territory development and the transition to a company engaged in both research and commercialization of its products will depend upon our ability to raise additional funds through equity or debt financing, in which case our current stockholders may experience dilution. Whereas the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing can or will be available on terms favorable to M45. The Company's ability to continue as a going concern is dependent on additional sources of capital, otherwise development, and production will be delayed significantly. Any such inability could have a material adverse effect on our business, results of operations and financial condition.
Plan of Operation (Continued)
M45 plans to focus its operations and development on the Matagami Mining Camp or more precisely in the specific area where the Company has obtained a full survey NI-43-101 report. The report clearly indicates the presence of six (6) major airborne magnetic anomalies similar to the Perseverance Zinc mine owned by the world mining leader Xstrata plc in the Matagami Mining Camp, Quebec, and located six (6) kilometers from M45’s territory. The independent geologist firm confirmed this information being of sufficient merit to recommend an immediate massive drilling program at a cost of $ 2.8 million (Cdn). As of June 10, 2010, the Company has not selected a mineral drilling sub-contractor. The NI-43-101 report stipulated that any drilling operations must be executed between months of January and March, because some of the key targets are positioned in swampy areas, and, in addition, ice platforms and bridges represent an economic advantageous. Our progress, in this regard, will depend on our ability to raise enough financing to pursue the drilling program.
The Company's long-term viability as a going concern is dependent upon its ability to generate sufficient cash flow from operations, to obtain additional financing, and to eventually achieve profitability.
Results of Operation
To date, M45 has not generated any revenue and does not presently have any available capital resources.
We believe that our planned growth and the achievement of profitability will depend in large part on our ability to promote our Company and to acquire key territories. Accordingly, we intend to focus our attention and investment of resources in marketing, development and exploration. If we are not successful in promoting our Company and exploiting out territories, this may have a material adverse effect on our financial condition and the ability to continue to operate the business.
If funding is insufficient at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of our planned product development and marketing efforts, any of which could have a negative impact on its business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to: i) curtail operations significantly; ii) seek arrangements with strategic partners or other parties that may require the Company to relinquish significant rights to territories, technologies or markets; or iii) explore other strategic alternatives including a merger or sale of the Company.
M45's current management has indicated willingness, for the time being, to continue rendering services to the Company, to advance sufficient funds to meet our operational needs, and not to demand payment of sums owed. The Company therefore believes that it can continue as a going concern in the near future.
Liquidity and Capital Resources
Since inception and through the date of this report, we have issued 53,120,886 shares of our common stock and received cash from all financing activities of $417,568.
Off-Balance Sheet Arrangements
For the year ending March 31, 2010, the Company has no off-balance sheet arrangements.
Critical Accounting Policies
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. We believe that there are several accounting policies that are critical to understanding our historical and future performance, as these policies affect the reported amounts of revenue and the more significant areas involving management’s judgments and estimates. These significant accounting policies relate to revenue recognition, valuation of long-lived assets and income taxes. These policies, and the related procedures, are described in detail below.
Revenue Recognition
For the fiscal years ended March 31, 2010 and 2009, the Company did not realize any revenues from its mining operations.
Impairment of long lived assets
In accordance with FASB ASC Topic 360 “Property, Plant, and Equipment,” the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts.
Income taxes
The Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income Taxes,” which requires accounting for deferred income taxes under the asset and liability method. Deferred income tax asset and liabilities are computed for difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.
In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. It must be applied to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholder’s equity as of April 1, 2010.
Based on its analysis, the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.
Interest and Penalty Recognition on Unrecognized Tax Benefits
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Item 8.
Item 8. Financial Statements and Supplementary Data.
M45 MINING RESOURCES INC.
(A Development Stage Company)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
M45 Mining Resources Inc.
I have audited the accompanying balance sheet of M45 Mining Resources Inc. (a development stage company) as of March 31, 2010 and 2009, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the years ended March 31, 2010 and 2009. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on our audits.
I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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 was I engaged to perform, an audit of its internal control over financial reporting. My 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, I 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. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements present fairly, in all material respects, the financial position of M45 Mining Resources Inc. as of March 31, 2010 and 2009, and the results of its operations, changes in stockholders' equity (deficit), and its cash flows for the years ended March 31, 2010 and 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 9 to the financial statements, the Company has incurred significant operating losses since inception. The Company has limited operations, no working capital and has not established a source of revenue. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 9 to the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
/s/ Patrick Rodgers, CPA, PA
Certified Public Accountants
Altamonte Springs, Florida
June 28,
M45 MINING RESOURCES INC.
(A Development Stage Company)
BALANCE SHEETS
The accompanying notes are an integral part of the consolidated financial statements.
M45 MINING RESOURCES INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of the consolidated financial statements.
M45 RESOURCES INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
The accompanying notes are an integral part of the consolidated financial statements.
M45 RESOURCES INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of the consolidated financial statements.
M45 MINING RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2010 and 2009
Note 1-Organization and Nature of Business
Organization
The Company was formed under the laws of the State of Nevada on July 26, 1990 under the name of Quantitative Methods Corp., ("QTTM" or the "Company"). On January 17, 2007, the Company changed its name to M45 Mining Resources Inc, pursuant to an Amendment to its Certificate of Incorporation.
Nature of Business
M45 Mining Resources Inc., (MRES.PK) formerly known as Quantitative Methods, Corp. (QTTM: OB), is a development stage Company actively involved in mineral exploration. The Company’s strategy is focused on building shareholder value through the exploration and development of mineral claims, particularly in the Matagami Mining Camp located in Quebec, Canada.
On February 11, 2010 the Board of Directors and Shareholders of M45 Mining Resources, Inc. (the ‘Company”) determined it to be in the best interest of the Company that the name of the Company be modified to Neuro-Biotech Corp. Accordingly, on February 19, 2010 the Nevada Secretary of State filed the Certificate of Amendment amending Article First of the Company’s Certificate of Incorporation to read as follows: The name of the Corporation is Neuro-Biotech Corp. On June 16, 2010 FINRA approved the abovementioned name change and such corporate action is deemed effective June 17, 2010. The Company’s trading symbol will remain MRES.
Note 2-Summary of Significant Accounting Policies
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash
For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of March 31, 2010 or 2009.
Concentration of Credit Risk
The Company's exposure to credit risk is minimal.
Advertising Costs
The Company recognizes advertising expense in accordance with Statement of Position 93-7, "Reporting on Advertising Costs". As such, the Company expenses the cost of communicating advertising in the period in which the advertising space or airtime is used. Advertising costs for the year ended March 31, 2010 was $887 and $3,988 for the corresponding period in 2009.
M45 MINING RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2010 and 2009
Note 2-Summary of Significant Accounting Policies (Continued)
Depreciation and Amortization
Property and equipment are stated at cost. Depreciation is calculated on the estimated useful lives of the assets using the straight line depreciation method. Leasehold Improvements is calculated on the remaining lease period and using the straight line amortization method.
Website development costs
The costs of computer software developed or obtained for internal use, during the preliminary project phase, as defined under ASC Topic 350-40, “Internal-Use Software, ” will be expensed as incurred. The costs of website development during the planning stage, as defined under ASC 350-50, “ Website Development Costs ”, will also be expensed as incurred.
Computer software, website development incurred during the application and infrastructure development stage, including external direct costs of materials and services consumed in developing the software and creating graphics and website content, will be capitalized and amortized over the estimated useful life, beginning when the software is ready for use and after all substantial testing is completed and the website is operational.
Income taxes
The Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income Taxes,” which requires accounting for deferred income taxes under the asset and liability method. Deferred income tax asset and liabilities are computed for difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.
In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. It must be applied to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholder’s equity as of April 1, 2010.
Based on its analysis, the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.
The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.
M45 MINING RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2010 and 2009
Note 2-Summary of Significant Accounting Policies (Continued)
The Company complies with FASB ASC Topic 718 “Compensation - Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC Topic 718 requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite service period (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available). If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. No stock options or restricted stock awards were issued to employees or non-employees during the year ended March 31, 2009; as a result, the Company recorded no compensation expense for stock options or restricted stock awards under FASB ASC 718.
Development Stage Enterprise
The Company has realized no revenues from its planned business purpose and, accordingly, is considered to be in its development stage as defined by FASB ASC Topic 915, "Development Stage Entities." The Company has devoted substantially all of its efforts to business planning, and development. Additionally, the Company has allocated a substantial portion of its time and investment in bringing its product to the market, and the raising of capital.
Basic and Diluted Net Income (Loss) Per Share
The Company complies with the accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Basic earnings per common share ("EPS") calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. The Company had no potential common stock instruments which would result in a diluted loss per share.
M45 MINING RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2010 and 2009
Note 2-Summary of Significant Accounting Policies (Continued)
Dividends
Dividends may be paid on outstanding shares as declared by the Board of Directors. Each share of common stock is entitled to one vote. The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid or declared since inception.
Interest Rate Risk
The Company is exposed to fluctuating interest rates.
Translation of Foreign Currencies
The Company's functional currency is the United States dollar. Foreign currency transactions occasionally occur, and are primarily undertaken in United States dollars. The Company complies with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830, “foreign Currency Maters.” Monetary items are translated at the exchange rate in effect at the balance sheet date; non-monetary items are translated at historical exchange rates. Income and expense items are translated at the average exchange rate for the year. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. The Company has ($3,204), to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
Recent Accounting Pronouncements
ASC Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” which codifies FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). ASU 2009-17 represents a revision to former FASB Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities,” and changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. Early application is not permitted. We have not yet determined the impact, if any, which of the provisions of ASU 2009-15 may have on the Company’s financial statements
M45 MINING RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2010 and 2009
Note 2-Summary of Significant Accounting Policies (Continued)
Recent Accounting Pronouncements (Continued)
In May 2009, the FASB issued authoritative guidance for subsequent events, now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. The guidance sets forth the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements. The guidance also requires the disclosure of the date through which an entity has evaluated subsequent events and whether this date represents the date the financial statements were issued or were available to be issued. The Company adopted this guidance effective October 1, 2009 with no significant impact on the Company’s financial statements or related footnotes.
In April 2009, the FASB provided additional guidance for estimating fair value in accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” when the volume and level of activity for the asset or liability have significantly decreased. This additional guidance re-emphasizes that regardless of market conditions the fair value measurement is an exit price concept and clarifies and includes additional factors to consider in determining whether there has been a significant decrease in market activity for an asset or liability. This guidance also provides additional clarification on estimating fair value when the market activity for an asset or liability has declined significantly. The scope of this guidance does not include assets and liabilities measured under quoted prices in active markets. This guidance is applied prospectively to all fair value measurements where appropriate and will be effective for interim and annual periods ending after June 15, 2009. The adoption of the provisions of this guidance did not have any material impact on the Company’s financial statements.
In August 2009, the FASB issued Accounting Standards Update 2009-05 (ASU 2009-05), “Fair Value Measurements and Disclosures (Topic 820) - Measuring Liabilities at Fair Value,” to amend FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” to provide guidance on the measurement of liabilities at fair value. The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles. The Company adopted the guidance effective October 1, 2009, and there was no material impact on the Company’s financial statements or related footnotes.
In June 2009, the FASB issued the FASB Accounting Standards Codification (the “Codification”) and a new Hierarchy of Generally Accepted Accounting Principles which establishes only two levels of GAAP: authoritative and nonauthoritative. The Codification is now the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP, except for rules and interpretive releases of the SEC, which are additional sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. The Codification is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The Company adopted the new guidelines and numbering system prescribed by the Codification when referring to GAAP on December 7, 2009. The application of the Codification did not have an impact on the Company’s financial statements; however, all references to authoritative accounting literature will now be references in accordance with the Codification.
M45 MINING RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2010 and 2009
Note 2-Summary of Significant Accounting Policies (Continued)
Recent Accounting Pronouncements (Continued)
On October 1, 2009, the Company adopted FASB ASC Topic 820-10 (ASC 820-10), “Fair Value Measurements and Disclosures,” for nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis. The adoption of ASC 820-10 did not have a material impact on the Company’s financial statements.
ASC Topic 350, "Intangibles-Goodwill and Other" amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of this guidance did not impact the Company’s financial statements.
On October 1, 2009, The Company adopted FASB ASC Topic 805 (ASC 805), “Business Combinations,” which generally requires an acquirer to recognize the identifiable assets acquired, liabilities assumed, contingent purchase consideration and any noncontrolling interest in the acquiree at fair value on the date of acquisition. It also requires an acquirer to recognize as expense most transaction and restructuring costs as incurred, rather than include such items in the cost of the acquired entity. For the Company, ASC 805 applies prospectively to business combinations for which the acquisition date is on or after October 1, 2009. The adoption of ASC 805 did not have a material impact on the Company’s financial statements.
In April 2009, FASB issued FSP FAS 107-1 and APB 28-1, now codified in FASB ASC Topic 825-10-65, “Interim Disclosures about Fair Value of Financial Instruments,” which amends U.S. GAAP to require entities to disclose the fair value of financial instruments in all interim financial statements. The additional requirements of this guidance also require disclosure of the method(s) and significant assumptions used to estimate the fair value of those financial instruments. Previously, these disclosures were required only in annual financial statements. The additional requirements of this guidance are effective for interim reporting periods ending after June 15, 2009. The adoption of the additional requirements did not have any financial impact on the Company’s financial statements.
M45 MINING RESOURCES INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2010 and 2009
Note 2-Summary of Significant Accounting Policies (Continued)
Recent Accounting Pronouncements (Continued)
In December 2009, the FASB issued Accounting Standards Update (ASU) 2009-17, “Consolidations (FASB ASC Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities,” which codifies FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). ASU 2009-17 represents a revision to former FASB Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities,” and changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. ASU 2009-17 also requires a reporting entity to provide additional disclosures about its involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ASU 2009-17 is effective at the start of a reporting entity’s first fiscal year beginning after November 15, 2009, or the Company’s fiscal year beginning January 1, 2010. Early application is not permitted. We have not yet determined the impact, if any, which of the provisions of ASU 2009-15 may have on the Company’s financial statements
In January 2010, the FASB issued Accounting Standards Update 2010-06, “Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements” (ASU 2010-06), to require new disclosures related to transfers into and out of Levels 1 and 2 of the fair value hierarchy and additional disclosure requirements related to Level 3 measurements. The guidance also clarifies existing fair value measurement disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The additional disclosure requirements are effective for the first reporting period beginning after December 15, 2009, except for the additional disclosure requirements related to Level 3 measurements, which are effective for fiscal years beginning after December 15, 2010. The adoption of the additional requirements is not expected to have any financial impact on the Company’s financial statements.
Note 3-Notes Payable
At March 31, 2010, the Company was indebted to Northern Carrabean Star, Inc. a third party for $401,489. The note is unsecured note and due on demand which bears interest at 6% per annum. These payable amounts represent advances made to fund daily working capital needs of the Company.
Note 4-Common Stock
The Company is authorized to issue 55,000,000 shares of $.001 par value common stock. For the periods ending March 31, 2010 and 2009, the Company had 53,120,886 and 54,008,386 shares of common stock outstanding, respectively.
Included in the March 2009 a total of 8,895,000 shares were issued to vendors for invoices due, and 550,000 shares issued to the officers and directors of the company for services rendered. In addition, included in the March 2009 and 2008 a total 8,164,356 shares and 4,989,940 shares respectively, to convert a note payable due to Andrea M. Cortellazzi,a shareholder and director of the Company. During the fiscal year ended March 31, 2008, the Company issued 7,000,000 shares to officers, directors, and employees, 6,250,000 shares to Miniere Grenville, for acquisition of supplementary mining territories.
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2010 and 2009
Note 5-Research and Development Costs
Through March 31, 2010, the Company has recorded research and development costs of $175,775.
Note 6-Acquisition Costs
On September 1, 2005, the Company completed a Share Exchange Agreement with Roadvision Technologies Inc. As a result of the exchange agreement, the business combination was treated as an acquisition by the accounting acquirer that is being accounted for as a recapitalization and as a reverse merger by the legal acquirer for accounting purposes. Pursuant to the recapitalization, all capital stock and amounts and per share data have been retroactively restated. For accounting purposes, Roadvision was treated as the accounting acquirer and, pursuant to the March 28, 2007 sale of Roadvision, M45 became the accounting entity as of April 1, 2007.
Note 7-Loss per Share
The following is a reconciliation of the numerators of the basic income (loss) per share for the years ended March 31, 2010 and 2009.
Note 8-Income Taxes
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2010 and 2009
Note 8-Income Taxes (Continued)
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows:
Net deferred tax assets consist of the following:
The company did not pay any income taxes during the fiscal year ended March 31, 2010 or 2009.
At March 31, 2010, the Company has net operating loss (NOL carry forwards totalling approximately $7,262,207. The carry forwards begin to expire in the fiscal year 2030. Deferred tax assets have been reduced by a valuation allowance because of uncertainties as to future recognition of taxable income to assure realization. The net change in the valuation allowance for the year ended March 31, 2010 was $115,674 and $126,641 for year ended March 31, 2009.
Note 9-Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As shown in these financial statements, the Company has an accumulated deficit of $7,262,207 from inception to March 31, 2010, and it does not have significant cash or other material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business. The Company’s continuation as a going concern is dependent upon management to meet any costs and expenses incurred. Management realizes that this situation may continue until the Company obtains additional working capital through equity financing.
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2010 and 2009
Note 10-Property and Equipment
Property and equipment consists of the following categories at March 31, 2010 and 2009:
Depreciation expense for the fiscal year ended March 31, 2010 and 2009 was $21,019 and $28,014, respectively.
Note 11-Website Development Cost
Website Development Cost consists of the following categories at March 31, 2010 and 2009:
Amortization expense for the fiscal year ended March 31, 2010 and 2009 was $1,557 and $0, respectively.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the years ended March 31, 2010 and 2009, included in this annual report have been audited by Patrick Rodgers, CPA.
Item 9A.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Management of the Company is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its chief executive officer (“CEO”) and chief financial officer (“CFO”), as appropriate, to allow timely decisions regarding required financial and other required disclosures.
At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Principal Executive Officer and Principal Financial and Accounting Officer. Based on their evaluation of our disclosure controls and procedures, they concluded that during the period covered by this report, such disclosure controls and procedures were not effective to detect the inappropriate application of US GAAP standards. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”
The Company will continue to create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we will enhance and test our year-end financial close process. Additionally, an audit committee will increase its review of our disclosure controls and procedures. Finally, we plan to designated individuals responsible for identifying reportable developments.
We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.
Management’s Annual Report on Internal Control over Financial Reporting (Continued)
Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2010. This assessment is based on the criteria for effective internal control described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that our internal control over financial reporting as of March 31, 2010 was not effective in the specific areas described in the “Disclosure Controls and Procedures” section above and as specifically described in the paragraphs below.
As of March 31, 2010, our chief executive officer and Principal financial officer identified the following specific material weaknesses in the Company’s internal controls over its financial reporting processes:
·
Policies and procedures for the financial close and reporting process: Currently, there are no policies or procedures that clearly define the roles in the financial and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated, and communicated. Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes;
·
There is a lack of sufficient accounting staff, which results in a lack of segregation of duties necessary for a good system of internal control;
·
There is an over-reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transactions.
·
Adequacy of Accounting Systems at Meeting Company Needs - The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.
In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:
·
The Company will create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel (See below). In addition, we plan to enhance and test our month-end and year-end financial close process. Additionally, our audit committee will increase its review of our disclosure controls and procedures. We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process.
·
Hire a qualified accounting staff to manage, review, and verify the day-to-day accounting and the financial statements.
We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Management’s Annual Report on Internal Control over Financial Reporting (Continued)
This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during our fiscal quarter ended March 31, 2010 that have materially affected, or are reasonable likely to materially affect, our 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; Compliance with Section 16(a) of the Exchange Act.
The names, ages, and respective positions of the directors and executive officers of the Company are set forth below. All directors named below will hold office until the next annual stockholders' meeting or until their death, resignation, retirement, removal, disqualification, or until their successors have been elected and have qualified. The Board of Directors elects officers to their positions, and continue in such positions, at the discretion of the directors, absent any employment agreement, of which none currently exist or are. There are no agreements or understanding for any officer or director of the Company to resign at the request of another person and none of the directors and officers is acting on behalf of or will act at the direction of any other person.
Barry Sommervail
Mr. Barry Somervail is an accomplished business entrepreneur and mining developer. He began his career as a stock broker in the eighties and eventually held a position as Vice President of a publically traded Canadian graphite mining company. He was instrumental in developing graphite mines located in Mont-Laurier Quebec and the stock price traded upwards of $7.50 and was very successful. He went on to develop and oversee privately held gold mining properties in famed Virginia City Nevada, home of the Comstock Lode, widely considered the world’s largest gold mining areas. Throughout this time to the present, his general work experience in the industrial minerals industry provided him numerous opportunities to be exposed to public companies. Having the business acumen to diversify, he continued in mining and delved into other opportunities in “Green Eco Friendly” technologies arising from business relationships over the years.
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act (Continued).
Michael Yamani
Mr Michael Yamani is an independent business entrepreneur. He has been acting as a private consultant for reporting matters for biotechnology and nanotechnology companies as well as acting as a corporate secretary for the past 30 years. With his experience of reporting, management, development and his knowledge of legal disclosure, Mr Yamani has been considered by many companies to be an asset. Mr Yamani also served as director for a private biotechnology company and served on the board of a well known scientific foundation. Mr Yamani has been offered throughout the years to sit on the board of numerous public companies but he always refused. Mr. Yamani will bring to the Company many development opportunities as well an established experience in legal disclosure and management.
Family Relationship
There are no family relationships among the directors or executive officers of M45. There are no arrangements or understandings between any two or more of our directors or executive officers.
Involvement in Certain Legal Proceeding
During the past five years, none of the executive officers or directors of the Company were involved in any bankruptcy proceedings, convicted of or being subject to a pending criminal proceeding, been subject to any order, judgment or decree of a court, permanently or temporarily enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities or banking activities or been found by a court to have violated any federal, provincial or state securities or commodities laws.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities and Exchange Act of 1934, (the "1934 Act") requires that the directors, officers and persons who own more than ten percent of a company with securities registered pursuant to Section 12 of the 1934 Act file reports of ownership and changes in ownership with the Securities and Exchange Commission. The Company did not have a class of equity securities registered pursuant to Section 12 of the Exchange Act (15 U.S.C. 781) during the most recent fiscal year or prior fiscal years. As a result, no reports are required to be filed pursuant to Section 16(a).
Code of Ethics
On December 31, 2003, the Board of Directors adopted a corporate code of ethics for its senior financial officers, which include our Company's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company believes the adopted code is reasonably designed to deter wrongdoing and promote honest and ethical conduct to deter wrongdoing, to promote honest and ethical conduct, to avoid conflicts of interest, and to foster full, fair, accurate, timely and understandable disclosures in public reports and documents; compliance with applicable governmental laws, rules and regulations; ensures the prompt internal reporting of code violations, and provides accountability for adherence to this code. These senior financial officers are expected to abide by this Code as well as by all of the Company’s other applicable business policies, standards, and guidelines.
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act (Continued).
Committees of the Board of Directors
At the present time, the Company does not have an audit committee, nor has it adopted an Audit Committee Charter. In addition, the Board of Directors has not yet designated a member to serve on the audit committee as an "audit committee financial expert" within the meaning of the rules and regulations of the SEC because they have not found a qualified independent individual who meets the independence requirements established by the SEC for the position. Until the Company finds such an individual with the qualifications to serve as a director, on the audit committee, as a financial expert of the Audit Committee, the entire Board of Directors will continue to perform the functions and duties of the Audit Committee. The Company also does not have an executive committee of our board of directors, a compensation committee, nominating committee, stock plan committee or any other committees.
The Board of Directors is to oversee the performance of the independent auditors and the quality and integrity of our internal accounting, auditing and financial reporting practices. The Board is responsible for retaining (subject to stockholder ratification) and, as necessary, terminating, the independent auditors, annually reviews the qualifications, performance and independence of the independent auditors and the audit plan, fees and audit results, and pre-approves all services, including audit and permissible non-audit services to be performed by the independent auditors. These services may include audit services, audit-related services, tax services and other services. For pre-approval of services, the independent auditor provides an engagement letter outlining the particular service or category of services to be performed for up to one year and is generally subject to a specific budget, which must be formally accepted before the audit commences.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us for the last two years through March 31, 2010, for our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officer.
Summary Compensation Table
(1) As of November 19, 2008, Mr. Sommervail was employed with the Company as President and CEO of the company with no compensation.
(2) As of February 8, 2010, Mr. Yamani was employed with the Company as Secretary and treasury of the company with no compensation.
Employment Agreements
We have no employment agreements.
Compensation of Directors
The following table sets forth the compensation paid to each of our directors in 2010. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to our named directors.
Director Compensation
Under the Director compensation program, each Director is granted to receive an annual retainer of 150,000 shares of restricted common stock. Each Director is entitled to receive 150,000 shares per year and for each year of service. No share was issued to each Director for their annual compensation for the fiscal period ending March 31, 2010.
.
In an addition, Directors will not be paid for a Committee meeting when that meeting coincides with a quarterly Board meeting. Directors will also receive reimbursement for reasonable expenses incurred in attending meetings of the Board of Directors.
(1) As of November 19, 2008, Mr. Sommervail was appointed as a Director for the Company.
(2) As of February 8, 2010, Mr. Yamani was appointed as a Director for the company.
Potential Payments Upon Termination or Change-in-Control
SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer's responsibilities following a change-in-control.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
As of the date hereof, we have not entered into employment contracts with any of our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.
Indemnification
The General Corporation Law of the State of Nevada, under which the Company is organized, permits the inclusion in the articles of incorporation of a corporation of a provision limiting or eliminating the potential monetary liability of directors to a corporation or its stockholders by reason of their conduct as directors. The provision would not permit any limitation on, or the elimination of, liability of a director for disloyalty to his or her corporation or its stockholders, failing to act in good faith, engaging in intentional misconduct or a knowing violation of the law, obtaining an improper personal benefit or paying a dividend or approving a stock repurchase that was illegal under Nevada law. Accordingly, the provisions limiting or eliminating the potential monetary liability of directors permitted by Nevada law apply only to the “duty of care” of directors, i.e., to unintentional errors in their deliberations or judgments and not to any form of “bad faith” conduct.
The articles of incorporation of the Company contain a provision which eliminates the personal monetary liability of directors to the extent allowed under Nevada law. Accordingly, a stockholder is able to prosecute an action against a director for monetary damages only if he or she can show a breach of the duty of loyalty, a failure to act in good faith, intentional misconduct, a knowing violation of law, an improper personal benefit or an illegal dividend or stock repurchase, as referred to in the amendment, and not “negligence” or “gross negligence” in satisfying his or her duty of care. Nevada law applies only to claims against a director arising out of his or her role as a director and not, if he or she is also an officer, his or her role as an officer or in any other capacity or to his or her responsibilities under any other law, such as the federal securities laws.
In addition, the Company’s articles of incorporation and bylaws provide that the Company will indemnify our directors, officers, employees and other agents to the fullest extent permitted by Nevada law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise. The Company has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
No pending litigation or proceeding involving a director, officer, employee or other agent of the Company as to which indemnification is being sought exists, and the Company is not aware of any pending or threatened material litigation that may result in claims for indemnification by any director, officer, employee or other agent.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth the names of each person (including any "group") known to the Company to be the beneficial owner of five percent (5%) or more of the Company's outstanding common stock as of March 31, 2009, (53,120,886 issued and outstanding). Each person has sole voting power and investment power with respect to all shares of common stock.
The above mentioned Corporation are controlled by Andrea Cortellazzi. If the ownership of the corporation is added together, the total percentage ownership of Mr. Cortellazzi is 37.53 percent.
Item 12. Security Ownership of Certain Beneficial Owners and Management (Continued).
Changes of Control
There are no present arrangements that would result in changes of control of the Company.
Securities Authorized for Issuance under Equity Compensation Plans
Item 13.
Item 13. Certain Relationships and Related Transactions and Director Independence..
Throughout our history, certain members of the Board of Directors, shareholders and general management have made loans to M45 to cover certain ordinary business expenses.
ITEM 14.
ITEM 14. Principal Accountant Fees and Services.
Audit Fees
The aggregate fees billed for the fiscal years ended March 31, 2010 and 2009 for professional services rendered by the principal accountant, for the audits of our annual financial statements and reviews of financial statements included in our Forms 10K and 10-KSB or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years is shown below:.
Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services rendered by the principal accountant that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under Audit Fees are presented below:
ITEM 14. Principal Accountant Fees and Services (Continued).
Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advise, and tax planning are presented below:
All Other Fees
The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountants, other than the services reported in paragraph (1), (2) and (3) above are presented below:
The percentage of hours expended on the principal accountants' engagement to audit our financial statements for the two most recent fiscal years that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 0%.
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
Exhibits and Index of Exhibits:
The following exhibits are filed with this report, except those indicated as having previously been filed with the Securities and Exchange Commission and are incorporated by reference to another report, registration statement or form.
2.1
Share Exchange Agreement, dated September 1, 2005 (incorporated by reference to the Exhibits previously filed with the Company's Current Report on Form 8-K dated September 1, 2005 and filed with the Securities and Exchange Commission on September 1, 2005).
(i) Articles of Incorporation of M45 Mining Resources Inc. and filed with the Nevada Secretary of State on July 16, 1990.
(ii) Bylaws of M45 Mining Resources Inc. 14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 of the Company's Quarterly Report on Form 10-QSB for the period ended March 31, 2004 and filed with the Securities and Exchange Commission on May 17, 2004).
16.1
Letter on change of certifying accountant (incorporated by reference to the Exhibits previously filed with the Company's Current Report on Form 8-K dated January 2, 2006 and filed with the Securities and Exchange Commission on January 3, 2006.
Exhibits and Index of Exhibits (Continued):
31.1
Certification of the Chief Executive M 45 Mining Resources Inc. Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Principal Financial Officer of M 45 Mining Resources Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Chief Executive Officer of M45 Mining Resources Inc. pursuant to 18 U.S.C. SECTION 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of the Principal Financial Officer of M45 Mining Resources Inc. pursuant to 18 U.S.C. SECTION 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
Pursuant to the requirements of Section 13 or 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.
M45 MINING RESOURCES INC.
Dated: June 28, 2010
By: /s/ Barry Sommervail
Barry Sommervail, CEO and Director
Dated: June 28, 2010
By: /s/ Michael Yamani
Michael Yamani, Secretary/Treasurer and Principal Financial Officer
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.