ITEM 1.
BUSINESS
History and Organization
We were incorporated on July 17, 2007 under the laws of the State of Nevada. We are a pre-exploration stage company. A pre-exploration stage company is one engaged in the search of mineral deposits or reserves but is not in either the development or production stage. It might take us years before we are able to be in either the development or production stage and the chances are that we might never be in either of these two stages. Our mineral property is called the Bontoc Gold Claim (the “Bontoc Claim”) and is located in the Philippines. We own 100% of the Bontoc Claim. It consists of one - 9 unit claim block containing 102.5 hectares which have been staked and recorded with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Philippines.
We have no revenue, have achieved losses since inception, have no operations and have relied upon the sale of our securities and advances from our officers and directors to fund our operations.
Our administrative office is located at 2911 Park Avenue, Pasay City, Metro Manila, Philippines (Tel: 632-886-788) and our registered statutory office is located at 2050 Russett Way, Carson City, Nevada, 89703.
We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause our plans to change.
On August 1, 2007, we purchased the Bontoc Claim for $5,000 from Castillo Explorations LLC, an unrelated company incorporate in the Republic of the Philippines, whereby we obtained a 100% interest in the Bontoc Claim. The Bontoc Claim upon purchase was free and clear of any and all charges, encumbrances, or liens of any nature of kind whatsoever. There is no requirement under Philippine mineral law to spend any money on the Bontoc Claim to maintain our interest therein. Nevertheless, it is the intention of Plata to undertake an exploration program by the end of 2011 as set forth by Geraldo Peralta in his geological report dated August 16, 2007 as more fully mentioned below.
As mentioned above the Bontoc Claim is unencumbered and there are no competitive conditions which affect the property. Further, there is no insurance covering the Bontoc Claim and we believe that no insurance is necessary since it is unimproved and contains no buildings or improvements.
To date we have not performed any work on the property. We are presently in the pre-exploration stage and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists on Bontoc Claim until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.
There are no known environmental concerns or parks designated for any area contained within the Bontoc Claim. We have no plans to try and interest other companies in the Bontoc Claim if mineralization is found. If mineralization is found, we will try to develop it ourselves.
Planned Business
The following discussion should be read in conjunction with the information contained in the financial statements of the Company and the notes, which form an integral part of the financial statements, which are attached hereto.
The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.
Cautionary Statement Regarding Forward-Looking Statements
Some discussions in this Form 10-K may contain forward-looking statements that involve risks and uncertainties. These statements relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this prospectus. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions or words which, by their nature, refer to future events.
In some cases, you can also identify forward-looking statements by terminology such as "may", "will", "should", "plans", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" below that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section and as well as those discussed elsewhere in this Form 10-K.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
ITEM 1A.
ITEM 1A. RISK FACTORS
An investment in our securities involves an exceptionally high degree of risk and is extremely speculative. You should consider many important factors in determining whether to purchase the shares in our Company. The following risk factors reflect the potential and substantial material risks which could be involved if you decide to purchase shares in our Company.
1. We are a pre-exploration stage company but have not yet commenced exploration activities on the Bontoc Claim. We expect to incur operating losses for the foreseeable future.
We have not yet commenced exploration on the Bontoc Claim located in the Philippines. Accordingly, we have no way to evaluate the likelihood that our exploration activities and our business endeavors will be successful. We were incorporated on July 17, 2007 and to date have been involved primarily in organizational activities and the acquisition of our mineral claim. We have not earned any revenues as of the date of this 10-K and have cumulative net losses to date of $107,905. 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 Bontoc 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 expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development and production of minerals from the Bontoc Claim, 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 it is doubtful 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.
2. There is the risk that the Bontoc Claim does not contain any known ore body resulting in any funds spent on future explorations might be lost.
There is the likelihood of the Bontoc Claim containing little or no economic mineralization or reserves of gold or any other minerals. We have a geological report detailing previous exploration in the area, and the claim has been staked per Philippines regulations. Even though the area around the Bontoc Claim is rich in mineralization there is no assurance that the Bontoc Claim itself will have any minerals on it. This, being the case, the funds spent on exploration of the Bontoc Claim might be spent without any meaningful results being obtained.
3. Because we have not surveyed the Bontoc Claim, we may discover mineralization which might not be within our actual claim boundaries.
While we have a 100% ownership in the mineral on the Bontoc Claim, this should not be construed as a guarantee of the Bontoc’s boundaries. Until the claim is surveyed, the precise location of the boundaries of Bontoc Claim may be in doubt. If we discover mineralization that is close to the Bontoc’s boundaries, it is possible that some or all of the mineralization may occur outside its boundaries. In such a case, we would not have the right to extract those minerals.
4. If Plata discovers commercial reserves of gold or other minerals on the Bontoc, we can provide no assurance that we will be able to successfully advance the Bontoc into commercial production.
If our exploration program is successful in establishing ore of commercial tonnage and grade, we will require additional funds in order to advance the Bontoc into commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for the minerals, investor acceptance of the Bontoc 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 is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. We may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible and you may lose your investment.
5. Because the probability of an individual mineral claim ever having reserves is extremely remote, in all probability our Bontoc Claim might not contain any reserves.
Because the probability of an individual mineral claim ever having reserves is extremely remote, in all probability our Bontoc Claim does not contain any reserves, and any funds spent on exploration will be lost. If we cannot raise further funds as a result, we may have to suspend or cease operations entirely which would result in the loss of your investment.
6. If access to the Bontoc Claim is restricted by inclement weather, we may delay our exploration program.
It is possible that rain, during the wet season in the Philippines, could cause the access roads to the Bontoc Claim by making it impossible to reach the claim itself. If the roads are impassable we would be delayed in our exploration timetable.
7. There has been relatively little if any exploration work on the Bontoc Claim to date and no recorded drilling activity.
As indicated in the geological report prepared by Geraldo Peralta, Professional Geologist, dated August 16, 2007, there has been no detailed exploration work undertaken on the Bontoc Claim and no recorded drilling activity. Therefore, the Bontoc Claim is a grass root exploration program which might result in no mineralization being discovered at all. If this is the case, the money you have spent in purchasing our shares might be lost.
8. Our two directors and officers are not professional geologists and therefore will have to rely upon professional geologists in the exploration of the Bontoc Claim.
Even though our President, Dexter Caliso, has a Certificate in aerial mapping and surveying from the Bureau of Mines and Geoscience in the Philippines, he does not possess the exploration skills to supervise Phase I of the exploration program on the Bontoc Claim. Our other director and officer, Presentacion Coranes, has no back ground in mineral exploration. Therefore, the directors will have to rely upon professional geologists to undertake the exploration program on the Bontoc. If a geologist cannot be found at the time the directors wish to commence Phase I then it will have to be delayed. This might result in a lack of money in the future.
9. If we are fortunate in the future to recover ore from the Bontoc Claim, the demand for our ore many be slow due to economic situations in world mineral prices resulting in reduced revenues, if any, to Plata.
Our continued success in the future, when and if we go into the production stage, will be dependent on the growth in demand for ore. World prices of metals will have an impact on our revenues; for example, if the prices are low for gold and our production costs are high it will result in us either losing money or discontinuing production. This will limit our ability to generate revenues and our financial condition and operating results will be harmed.
10. Our officers and directors have other business besides Plata which will mean they will not be able or willing to devote a sufficient amount of time to our business operations which might result in our Company failing.
Messrs. Dexter Caliso and Presentacion Coranes, who are our officers and directors, currently devote approximately 4-5 hours per week each in providing management services to Plata. While they presently possess adequate time to attend to the Company’s interests, it is possible that the demands from other obligations could increase, with the result that they would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.
RISKS ASSOCIATED WITH THE PURCHASE OF OUR SHARES:
11. The trading in our shares are regulated by the SEC’s Rule 15G-9 which established the definition of a “Penny Stock”.
Our shares, which are quoted on the OTC Bulletin Board, (the “OTCBB”), are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, 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 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you have purchased in our Company.
12. You will incur immediate and substantial dilution of the price of your shares if we have to issue additional share capital to meet our ongoing commitments.
Other than our directors, who purchased their shares at $0.001 per share and our other shareholders who acquired their shares at $0.05 per share. Any price you acquire your shares above the $0.05 per share price will result in your having paid considerable more than what we issued shares for. In the event we wish to issue more shares from Treasury to meet our current demands for funds it might result in our price per share being either at $0.05 per share or below this amount. If this were the case, you would have acquired shares at a higher price and with the additional shares being issued you would suffer a dilution in the percentage of ownership you have in Plata.
13. Our directors and officers, collectively own 40,000,000 common shares or 63% of the issued and outstanding share capital of Plata. In the future, if they wished to sell either all or part their shares, they could adversely affect the market price of the trading shares.
Due to the amount of shares held by Messrs. Caliso and Coranes, if they were able to sell even a small percentage of their shares it could have an adverse effect on the market price and might restrict you from selling your shares at the price you had hoped for. Other than the shares owned by our two directors which have been qualified under an effective registration statement on April 29, 2008, being 4,000,000 shares, the balance of their shares being 36,000,000 are subject to Rule 144 under the Securities Act of 1933 which restricts the ability of our directors or officers to sell their shares. Nevertheless, even a small number of shares sold by them could affect the market value of the shares considerably.
14. We have no plans in the immediate future to pay dividends.
We will not be paying any dividends in the immediate future and will use whatever funds we have, and especially those obtained from any revenues derived from our Bontoc Claim, to re-invest into further exploration work.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved staff comments at the date of this Form 10-K.
ITEM 2.
ITEM 2. PROPERTIES
We intend to undertake exploration work on the Bontoc Claim, located in Republic of the Philippines.
We are presently in the pre-exploration stage and there is no assurance that mineralized material with any commercial value exits on our property.
We do not have any ore body and have not generated any revenues from our operations.
Our sole mineral property is:
Bontoc Gold Claim
Upon acquiring the Bontoc Claim, Plata commissioned Geraldo Peralta, Professional Geolgoist, 101 Boni Serrano Avenue, Quezon City, Philippines to prepare a geological report on the Bontoc Claim and recommend an exploration program thereon. Mr. Peralta is a graduate of the University of Western Australia with a Bachelor of Science degree in Geology (1984) and a Masters of Science (1979) from the same University. He is a member of the Geological Society of the Philippines. He has worked for over 30 years as a Geologist. He has worked as a Geological Consultant for companies such as Altai Resources Inc., Mindanao Mining and Abralti Mining Ltd. and has consulted for several other companies around the world writing reports for their use and is therefore qualified to write our report and recommend the proposed exploration program and budget. In preparing the “Summary of Exploration on the Bontoc Property, Philippines” (“Summary”) dated August 16, 2007 Mr. Peralta visited the Bontoc on August 6 and 8 of 2007. At that time, he was able to interview field party personnel who were working near the Bontoc Claim. He has had no prior involvement with the Bontoc Claim and has read Instrument and Form 43-101 prior to preparing the Summary so that it is in compliance with the requirements of Form 43-101 as required by Philippine mining law.
The Summary recommends a two phased mineral exploration program consisting of air photo interpretation, geological mapping, geochemical soil sampling and geophysical surveying will enhance the targets for diamond drilling. This exploration program to evaluate the prospects of the Bontoc Claim, at a cost of $43,964 - PHP 1,786,500 is fully warranted to be spent.
Property
Plata has purchased a 100% interest in Bontoc Claim. Our claim consists of one - 9 unit claim block containing 102.5 hectares which have been staked and recorded with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Philippines.
The Bontoc Claim was staked to cover gold zones within the claim boundaries. Previous exploration work to investigate the mineral potential of the Bontoc Claim has outlined some favorable areas for continued exploration and development.
Description and Location
Bontoc Claim consists of 1 unpatented mineral claim, located 23 kilometers Southeast of the city of Bontoc at UTM co-ordinates Latitude 17°07’00”N and Longitude 120°58’00”E. The mineral claim was assigned to Plata by Castillo Explorations LLC and the said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines.
Plata has purchased a 100% interest in the property.
Accessibility, Climate, Local Resources, Infrastructure and Topography
Bontoc Gold Claim is accessible from city of Bontoc by traveling on the country’s only highway system which for the most part consists of one lane in each direction and by taking an all weather gravel road. The province is nestled deep in the Cordillera mountain range. Landlocked, it is bounded by the mountains of Benguet on the west and those of the Mountain Province in the north. The terrain is mountainous, sloping into gently rolling hills and plateaus. Its mountain ranges reach an elevation of 2,523 meter above sea level. V-shaped gullies, creeks, streams and U-shaped rivers drain through the valleys. It is the premier mining district. Some 80% of the total Philippine gold production comes from the Cordillera.
The Philippines is situated between 5 and 22 degrees North latitude. This means the country falls within the so-called tropical climate zone, a zone characterized by high temperatures the whole year round, relatively high rainfall and lush vegetation. Rainfall on the city can occur in every month, but the wettest months are October, November and December. Annual rainfall is approximately 1.5 meters. Due to the steep, deforested, mountains on average 60 percent of the rainwater runs off fast to the sea. The remaining 40 percent partly evaporates partly seeps through to the island’s underground water aquifer.
Bontoc has an experienced work force and will provide all the necessary services needed for an exploration and development operation, including police, hospitals, groceries, fuel, helicopter services, hardware and other necessary items. Drilling companies and assay facilities are present in Bontoc.
History
Deposits of shell and eroded sand formed the basis for the limestone, which makes up most of Philippines. This limestone was, over the ages, pushed upwards, making it possible to find today sea fossils high in the country’s mountains. This pushing up continues today. It is caused by the fact that the Philippine Plate, on which most of the country lies, is slowly diving under the Eurasian Plate of the mainland of Asia.
The Philippines is characterized by steep mountains without any substantial forest cover. Highest peaks reach over 1,000 meters. The island is 300 km long and 35 km wide. High, steep mountains, short distances and lack of forest cover mean that rainwater runs fast to the sea, causing substantial erosion.
The island has vast copper, gold and coal reserves which are mined mainly in the central part.
Plata is preparing to conduct preliminary exploration work on its claim.
Regional Geology of the Area
The hilly terrains and the middle level plain contain crystalline hard rocks such as charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic veins and basic intrusives such as dolerites and anorthosites. Coastal zones contain sedimentary limestones, clay, laterites, heavy mineral sands and silica sands. The hill ranges are sporadically capped with laterites and bauxites of residual nature. Gypsum and phosphatic nodules occur as sedimentary veins in rocks of the cretaceous age. Gypsum of secondary replacement occurs in some of the areas adjoining the foot hills of the Western Ghats. Lignite occurs as sedimentary beds of tertiary age. The Black Granite and other hard rocks are amenable for high polish. These granites occur in most of the districts except the coastal area.
Stratigraphy
The principal bedded rocks for the area of Bontoc Claim (and for most of the Philippines for that matter) are Precambrian rocks which are exposed along a wide axial zone of a broad complex.
Intrusive
In general the volcanoes culminate with effluents of hydrothermal solutions that carry precious metals in the form of naked elements, oxides or sulphides.
These hydrothermal solutions intrude into the older rocks as quartz veins. These rocks may be broken due to mechanical and chemical weathering into sand size particles and carried by streams and channels. Gold occurs also in these sands as placers.
Recent exploration result for gold occurrence in Bontoc, Mountain Province is highly encouraging. Gold belt in sheared gneissic rocks is found in three subparallel auriferous load zones where some blocks having 250 to 500 metre length and 1.5 to 2 metre width could be identified as most promising ones.
Structure
(a) Depositional Environment/Geological Settings:
Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.
(b) Host/Associated Rock Types:
Hosted by paragneisses, quartzites, clinopyroxenites, wollastonite-rich rocks, pegmatites. Other associated rocks are charnockites, granitic and intermediate intrusive rocks, quartz-mica schists, granulites, aplites, marbles, amphibolites, magnetite-graphite iron formations and anorthosites.
(c) Tectonic Setting(s):
Katazone (relatively deep, high-grade metamorphic environments associated with igneous activity; conditions that are common in the shield areas).
Deposit Types
Deposits are from a few millimetres to over a metre thick in places. Individual veins display a variety of forms, including saddle-, pod- or lens-shaped, tabular or irregular bodies; frequently forming anastomosing or stockwork patterns
Mineralization is located within a large fractured block created where prominent northwest-striking shears intersect the north striking caldera fault zone. The major lodes cover an area of 2 km and are mostly within 400m of the surface. Lodes occur in three main structural settings:
(i) steeply dipping northweststriking shears;
(ii) flatdipping (1040) fractures (flatmakes); and
(iii) shatter blocks between shears.
Most of the gold occurs in tellurides and there are also significant quantities of gold in pyrite.
Mineralization
No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.
Exploration
Previous exploration work on the Bontoc Claim has not been recorded if it was ever done. Governmental records indicate that no detailed exploration has been completed on the property.
Property Geology
To the east of the property is intrusives consisting of rocks such as tonalite, monzonite, and gabbro while the property itself is underlain by sediments and volcanics. The intrusives also consist of a large mass of granodiorite towards the western most point of the property.
The area consists of interlayered chert, argillite and massive andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain minor pyrite, ­pyrrhotite.
Drilling Summary
No drilling is reported on the Bontoc Claim.
Sample Method, Sample Preparation, Data Verification
All the exploration conducted to date has been conducted according to generally accepted exploration procedures with methods and preparation that are consistent with generally accepted exploration practices. No opinion as to the quality of the samples taken can be presented. No other procedures of quality control were employed.
Interpretation and Conclusions
The locale of the Bontoc Claim is underlain by the units of the Precambrian rocks that are found at those mineral occurrence sites.
These rocks consisting of cherts and argillites (sediments) and andesitic to basaltic volcanic have been intruded by granodiorite. Structures and mineralization probably related to this intrusion are found throughout the region and occur on the claim. They are associated with all the major mineral occurrences and deposits in the area.
Mineralization found on the claim is consistent with that found associated with zones of extensive mineralization. Past work however has been limited and sporadic and has not tested the potential of the property.
Potential for significant amounts of mineralization to be found exists on the property and it merits intensive exploration.
Recommendations
A two phased exploration program to further delineate the mineralized system currently recognized on Bontoc Claim is recommended.
The program would consist of air photo interpretation of the structures, geological mapping, both regionally and detailed on the area of the main showings, geophysical survey using both magnetic and electromagnetic instrumentation in detail over the area of the showings and in a regional reconnaissance survey and geochemical soil sample surveying regionally to identify other areas on the claim that are mineralized and in detail on the known areas of mineralization. The effort of this exploration work is to define and enable interpretation of a follow-up diamond drill program, so that the known mineralization and the whole property can be thoroughly evaluated with the most up to date exploration techniques.
The proposed budget for the recommended work in US $43,964 or PHP 1,786,500 is as follows:
Competitive Factors
The gold mining industry is fragmented, that is there are many, many gold prospectors and producers, small and large. We do not compete with anyone. That is because there is no competition for the exploration or removal of minerals from the Bontoc Claim. Plata will either find gold on its claim or not. If we do not, we will cease or suspend operations. We are an infinitely small participant in the gold mining market. Readily available gold markets exist in Philippines and around the world for the sale of gold. Therefore, we believe we will be able to sell any gold that we are able to recover.
Regulations
Our mineral exploration program is subject to the Philippine mineral requirements. The type of mining permit required in the Philippines by the Company is a MGB Form 50-1. During the exploration stage, the Company will engage the services of an exploration company who will be responsible for any fees and bonding requirements needed. The exact amount of the fees and bonding requirements will be known upon application for a mining permit. The Company, in conjunction with the exploration company, will make application to the Department of Environment and Natural Resources (DENR) Mines and Geosciences of the Philippines for its mining permit. The time frame for obtaining a mining permit is anywhere from 21 to 90 business days. .
Subcontractors
We intend to use the services of subcontractors for manual labor exploration work on the Bontoc Claim. It is the directors’ intention to engage the services of Geraldo Peralta, Professional Engineer, if he is available when needed, to supervise Phase I of our exploration program. If Mr. Peralta is not available the directors will attempt to locate another geologist to supervise the exploration program.
Employees and Employment Agreements
At present, we have no full-time employees. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Our officers and directors will handle our administrative duties. They engage a geologist to supervise the surveying and exploration work on the Bontoc claim.
ITEM 3.
ITEM 3.
LEGAL PROCEEDINGS
There are no legal proceedings to which the Company is a party or to which the Bontoc Gold Claim subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.
ITEM 4.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
There has been no Annual General Meeting of Stockholders since the Company’s date of inception. Management hopes to hold an Annual General Meeting of Stockholders during 2011.
PART l l
ITEM 5.
ITEM 5.
MARKET REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SHARES
Since inception, there has been no trading in the Company’s shares although it is currently listed on the OTCBB and the Company has not paid any dividends on its common stock, and it does not anticipate that it will pay dividends in the foreseeable future. As of December 31, 2010, the Company had 35 shareholders; two of these shareholders are an officers and director of the Company.
Option Grants and Warrants outstanding since Inception.
No stock options have been granted since the Company’s inception.
There are no outstanding warrants or conversion privileges for the Company’s shares.
ITEM 6.
ITEM 6. SELECTED FINANCIAL INFORMATION
The following summary financial data was derived from our financial statements. This information is only a summary and does not provide all the information contained in our financial statements and related notes thereto. You should read the “Management’s Discussion and Analysis or Plan of Operations” and our financial statements and related noted included elsewhere in this Form 10-K.
Operation Statement Data
Balance Sheet Data
Our historical results do not necessary indicate results expected for any future periods.
ITEM 7.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
We presently have minimal day-to-day operations; mainly comprising filing on an annual basis the Annual Report of Directors and Officers with the Secretary of State of Nevada and preparing the various reports required to be filed with the United States Securities and Exchange Commission (the “SEC”); being Forms 10-K and 10-Qs.
We have had no revenue since inception and its accumulated deficit is $107,905. To date, the growth of Plata has been funded by the sale of shares and advances by its director in order to meet the requirements of filing with the SEC.
The plan of operations during the next twelve months is for us to explore the Bontoc Claim and meet our filing requirements. Presently we do not have the funds to consider any additional mineral claims.
Our management estimates that a minimum of $26,299 will be required over the next twelve months to pay for such expenses as bookkeeping ($3,950), work undertaken by the independent accountant ($5,700), office and miscellaneous ($1,000), filing fees including business license ($575), payments to the transfer agent for annual fees and issuance of shares ($1,000) and payment to third party creditors in the amount of $14,074. At present, we do have the funds to meet the above commitments and undertake an exploration program on the Bontoc Gold Claim by the end of 2011. Nevertheless, our future operations and growth will be dependent on our ability to raise capital for expansion and to seek revenue sources.
We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of ore and we have determined it is economical to extract the ore from the land.
We may attempt to interest other companies to undertake exploration work on the Bontoc Claim through joint venture arrangement or even the sale of part of the Bontoc Claim. Neither of these avenues has been pursued as of the date of this Form 10-K.
We do not intend to hire any employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire on an ‘as needed’ basis. The independent contractors will be responsible for such work including surveying, geology, engineering, exploration, and excavation. Our geologist, Gerald Peralta, if he is available, will be hired to evaluate the information derived from any exploration work we undertake.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are a pre-exploration stage company and have not generated any revenues. Further, we have not generated any revenues since our formation on July 31, 2007. We have funds to meet our current obligations and undertake a small work program on the Bontoc claim but our present funds will not last very long. We will have to raise additional capital through equity financing but management has made no decision on this regard. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, delays in the exploration of our property, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we must invest in the exploration and development of our property before we could start production of any minerals we may find. We must obtain equity or debt financing to provide the capital required to implement the phased exploration program recommended to us by Mr. Peralta. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholders.
Overview
Our financial statements contained herein have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. We incurred a net loss from operations for the period ended from inception on July 31, 2007 to December 31, 2010 of $107,905. We did not earn any revenues during the aforementioned period.
Our Planned Exploration Program
We must conduct exploration to determine what amounts of minerals exist on the Bontoc Claim and if such minerals can be economically extracted and profitably processed.
Our planned exploration program is designed to efficiently explore and evaluate our property.
Liquidity and Capital Resources
As of December 31, 2010 our total assets were $18,821 and our total liabilities were $21,026, including $6,952 in advances from our President.
The expenses we incurred during the last year were as follows:
The Company does not pay management fees, rent or telephone. In the past we recognized there was a cost associated with these services. Accordingly we accrued on our ‘Statement of Operations’, as ‘General and Administrative Expense’, the amount of $1,000 per month for management fee, $200 per month for rent and $100 per month for telephone. These amounts were credited to “Capital in Excess of Par Value” on our Balance Sheet. These amounts will never be paid out, in cash, shares or otherwise in the future. During the last quarter of the current year, the Company ceased to accrue management fees, rent and telephone.
No revenue was generated during the period from inception to December 31, 2010, or thereafter.
Total stockholders’ deficiency as of December 31, 2010 was $2,205. Total shares outstanding as of December 31, 2010 were 63,800,000 and there have been no change in the issued and outstanding shares up to the date of filing this Form 10-K.
CERTAIN TRANSACTIONS
There have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest, except as follows:
On September 18, 2007 we completed a private placement consisting of 40,000,000 post split common shares to our directors and officers for a total consideration of $2,000. Our president and chief executive officer, Dexter Calisco, subscribed for 24,000,000 common shares whereas our chief financial officer and secretary treasurer subscribed for 16,000,000 common shares of the above noted private placement.
MARKET FOR COMMON SHARES & RELATED STOCKHOLDERS MATTERS
Critical Accounting Policies
Our discussion and analysis of Plata’s financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.
ITEM 7A.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market Information
There are no common shares subject to outstanding options, warrants or securities convertible into common equity of our Company.
The number of shares subject to Rule 144 is 36,000,000 Share certificates representing these shares have the appropriate legend affixed on them.
There are no shares being offered to the public other than indicated in our effective registration statement and no shares have been offered pursuant to an employee benefit plan or dividend reinvestment plan.
While our shares are traded on the OTCBB. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-Q and 10-K. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their filing during that time.
In the future our common stock trading price might be volatile with wide fluctuations. Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:
●
our variations in our operations results, either quarterly or annually;
●
trading patterns and share prices in other exploration companies which our shareholders consider similar to ours;
●
the exploration results on the Bontoc Claim, and
●
other events which we have no control over.
In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance. In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.
Trends
We are in the pre-explorations stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, as more fully described under ‘Risk Factors’.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements attached to this Form 10-K for the year ended December 31, 2010 have been examined by our independent accountants, Madsen & Associates CPA’s, Inc. and attached hereto.
ITEM 9.
ITEM 9.
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the year ended December 31, 2010, to the best of our knowledge, there have been no disagreements with Madsen & Associates CPA’s, Inc. on any matters of accounting principles or practices, financial statement disclosure, or audit scope procedures, which disagreement if not resolved to the satisfaction of Madsen & Associates CPA’s Inc. would have caused them to make a reference in connection with its report on the financial statements for the year.
ITEM 9A
ITEM 9A - CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including Dexter R. Caliso, Chief Executive Officer and Presentacion A. Coranes, Chief Accounting Officer, they have evaluated the effectiveness of Plata’s disclosure controls and procedures as required by the Exchange Act Rule 13a-15(d) as of December 31, 2010 (the “Evaluation Date”). Based on the evaluation by management, they have concluded these disclosure controls and procedures were not effective as of the Evaluation Date as a result of material weaknesses in internal control over financial reporting as more fully discussed below.
Under Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307, the SEC states that “disclosure controls and procedures” have the following characteristics:
●
designed to ensure disclosure of information that is required to be disclosed in the reports that Plata files or submits under the Exchange Act;
●
recorded, processed, summarized and reported with the time period required by the SEC’s rules and forms; and
●
accumulated and communicated to management to allow them to make timely decisions about the required disclosures.
As of December 31, 2010, the management of Plata assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.
Even though management’s assessment that Plata’s internal control over financial reporting was not effective and there are certain material weaknesses as more fully described below, management believe that Plata’s financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2010 fairly present our financial condition, results of operations and cash flows in all material respects.
Our independent accountants have stated in their report dated March 20, 2011 that “the company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting”.
Conclusions Reached by Our Certifying Officers
Management assessed the effectiveness of our internal control over financial reporting as of the Evaluation Date and identified the following material weaknesses:
●
As of December 31, 2010, Plata did not have an audit committee which complies to the requirements of an audit committee since it did not have an independent “financial expert” on the committee. Even though it has a Code of Ethics it does not emphasize fraud and methods to avoid it. Due to the small size of Plata a whistleblower policy is not necessary.
●
Due to a significant number and magnitude of out-of-period adjustments identified during the year-end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in Plata not been able to meet its regulatory filing deadlines and, if not remedied, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.
●
There is no system in place to review and monitor internal control over financial reporting. This is due to Plata maintaining an insufficient complement of personal to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.
ITEM 9A(T)
CONTROLS AND PROCEDURES
There were no changes in Plata’s internal controls over financial reporting during the fiscal year ended December 31, 2010 that have materially affected, or are reasonably likely to material affect, Plata’s internal control over financial reporting.
ITEM 9B
ITEM 9B OTHER INFORMATION
This is no other information needed to be disclosed in this Form 10-K.
PART 111
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The Board of Director has no nominating or compensation committees.
The name, address, age and position of our present officers and directors are set forth below:
Both Dexter Caliso and Presentaction Coranes have held their offices/positions since inception of Plata and are expected to hold their offices/positions until the first annual meeting of our shareholders.
Background of Officers and Directors
Dexter Caliso
Dexter Caliso attended and attained a High School Diploma from Our Lady of Sorrows Secondary School in 1991. Between 1991 and 1995 he attended PATT College Aeronautics and obtained a Bachelor of Science degree in Aircraft Technology. After graduation in 1995 and until 1999, he was employed by Philippines Airlines in Manila where he supervised night crews for maintenance of all Beoing 747-400 aircrift owned by Philippine Airlines. From 1999 to 2001 he was employed by Singapore Airlines in Manila as 2nd Aircraft Mechanic and was responsible for instruction of junior mechanics as to the repair and maintenance of aircraft. Between 2001 and 2004 he was employed by Emirates Airlines in Manila as Supervising Aircraft Mechanic and was the supervisor of all maintenance personal in his department which resulted in Dexter being promoted to Chief Supervising Aircraft Mechanic. After 2004, until the present time, he was employed with Cathy Pacific Airline in Manila as Department Head of Maintenance Operations and was responsible for managing a staff of 30 aircraft mechanics. During this time he was responsible for implementing all new security and safety measures for all incoming Cathy Pacific Aircraft in Manila. While working for Cathy Pacific he attended and obtained a Certificate of Completion from the Bureau of Mines and Geoscience in Aerial Mapping and Surveying.
Presentacion Coranes
Presentacion Coranes graduated and received a diploma from Pedro Diaz High School in 1995 before attending AMA Computer College where she graduated with diplomas in bookkeeping and accounting. In 2000 Presentacion attended the University of the Far East and earned a diploma in Advanced Audit Procedures qualifying her to do full audit procedures of both private and public companies in the Philippines. While attending AMA Computer College, she worked for Zamperla Asia Pacific in Manila, Philippines and was responsible for handling the payroll for the entire company. In 1999, while attending the University of the Far East, Presentacion was employed by Philippines Long Distance Telecommunication Co. and was responsible for accounts receivable, collections and worked part time in the internal audit department where she assisted with filing with the Securities Exchange Commission of the Philippines. After graduating from the University of the Far East, she became employed with UCPB Insurance where she was solely responsible for auditing the accounts receivable department and assisting in the filings with the Securities Exchange Commission of the Philippines. In 2004 she joined the firm of JV & Sons Corp. as Audit Co-ordinator and was responsible for compiling audit reports for management and preparing filing documents for submission to the Securities Exchange Commission of the Philippines. Since 2005 she has been employed with Mary Kel Company as Department Head of the Collections Department where Presentacion is responsible of conducting the audits of the company and overseeing a staff of 10 people. In addition, she is the signing officer on the full and final version of the audit that is filed with the relevant tax authorities and the Securities Exchange Commission of the Philippines.
None of our officers and directors work full time for our company. Dexter Caliso spends approximately 4 to 5 hours a week on administrative and accounting matters. With recent preparation of this registration statement and because the Company intends to seek a quotation on the OTCBB in the near future Dexter Caliso’s time on Plata’s affairs is expected to continue at this pace for the foreseeable future. As Secretary Treasurer, Presentacion Coranes spends approximately 4 to 5 week per month on corporate matters.
None of our directors is an officer or director of a company registered under the Securities and Exchange Act of 1934.
Board of Directors Audit Committee
Below is a description of the Audit Committee of the Board of Directors. The Audit Committee Charter of Plata sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial statements.
Our Audit Committee is comprised of Dexter Caliso, our President and Chairman of the Audit
Committee, and Presentaction Coranes, our Chief Financial Officer and Secretary Treasurer neither of whom are independent. Only Presentacion Coranes can be considered an “audit committee financial expert” as defined in Item 401 of Regulation S-B based on her prior training and present occupation.
Apart from the Audit Committee, the Company has no other Board committees.
Since inception on July 17, 2007, our Board has conducted its business entirely by consent resolutions and has not met, as such.
Significant Employees
We have no paid employees as such. Our Officers and Directors fulfill many functions that would otherwise require Plata to hire employees or outside consultants. We anticipate engaging the services of workers to assist in the exploration of the Bontoc Claim. Due to neither of our directors being a trained geologist, other than Dexter Caliso having a diploma in aerial mapping and surveying, Plata will use the services of Geraldo Peralta if he is available when needed. We expect to engage a field worker(s) later this year to assist in conduct the Phase I exploration work to undertaken on the Bontoc claim by the end of 2011. Any field workers we engage will not be considered employees either on a full time or part time basis. This is because our exploration programs will not last more than a few weeks and once completed these individuals will no longer be required to fulfill such functions.
Family Relationships
Our President and our Chief Financial Officer and Secretary Treasurer are unrelated.
Involvement in Certain Legal Proceedings
To the knowledge of the Plata, during the past five years, none of our directors or executive officers:
(1)
has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;
(2)
was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3)
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:
(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
(4)
was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;
(5)
was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.
(6)
was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
We have not paid any executive compensation during the period since inception as can be noted from the following summary:
Summary Compensation Table
Long Term Compensation
Annual Compensation
Award
Payouts
Compensation of Directors
We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.
Employment Agreements with Executive Officers and Directors
There are no employment agreements with any officers or directors of our Company.
Stock Option Plan
We have never established any form of stock option plan for the benefit of our directors, officers or future employees. We do not have a long-term incentive plan nor do we have a defined benefit, pension plan, profit sharing or other retirement plan.
Bonuses and Deferred Compensation
None
Compensation Pursuant to Plans
None
Pension Table
None
Termination of Employment
There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Summary of Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.
Activities since Inception
Our President, Dexter Caliso, arranged for incorporation of our company, subscribed for shares to provide initial working capital, and identified the Bontoc Claim, arranged for its acquisition, commissioned a geological report on the Bontoc Claim obtaining the assistance of professionals as needed. Mr. Caliso has coordinated preparation of our effective registration statement and has principal responsibility for preparation of our periodic reports and all other matters normally performed by an executive officer. He was instrumental in identifying investors to participate in the private placement closed on October 31, 2007
Our Chief Financial Officer, Chief Accounting Officer and Secretary Treasurer, Presentacion Coranes, assisted in identifying investors to participate in the private placement closed on October 31, 2007 and also assisted in preparation of our effective registration statement.
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLERS MATTERS
The following table sets forth, as of March 20, 2011, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholder listed below has direct ownership of his/her shares and possesses sole voting and dispositive power with respect to the shares.
(1)
As of March 20, 2011, there were 63,800,000 common shares issued and outstanding. Unless otherwise noted, the security ownership disclosed in this table is of record and beneficial.
(2)
Under Rule 13-d under the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the persons having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons.
(3)
These shares are restricted since they were issued in compliance with exemptions from registration provided by Section 4(2) of the Securities Act of 1933, as amended. After these shares have been held for one year the Dexter Caliso and Presentacion Coranes could sell 1% of the outstanding shares in Plata every three months. Therefore, these shares can be sold after the expiration of one year in compliance with provisions of Rule 144. The share certificates bear “stock transfer” instructions imprinted on the stock certificates themselves which restricts their sale other than in compliance with Rule 144.
Other than Dexter Caliso and Presentacion Coranes, Plata does not know of any other shareholder who has more than 5 percent of the issued shares.
This number of post split common shares that could presently be sold under Rule 144 is 36,000,000; being the above noted shares held by Dexter Caliso and Presentacion Coranes; which bear a restrictive legend on each certificate.
Even with the sale of 4,000,000 post split common shares held by Dexter Caliso and Presentacion Coranes which were qualified under our registration statement, they will retain voting control over the number of shares issued and outstanding.
There are no voting trusts or similar arrangements known to Plata whereby voting power is held by another party not named herein. Plata knows of no trusts, proxies, power of attorney, pooling arrangements, direct or indirect, or any other contract arrangement or device with the purpose or effect of divesting such person or persons of beneficial ownership of Plata's common shares or preventing the vesting of such beneficial ownership.
Plata does not know of any arrangements, which might result in a change in control.
Our authorized capital consists of 750,000,000 shares of common stock, par value $0.001 per share, of which 63,800,000 post split shares are issued and outstanding.
The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to share ratably in all of our assets available for distribution upon winding up of the affairs of Plata; and are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of the shareholders.
The shareholders are not entitled to preference as to dividends or interest; preemptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.
Non-cumulative Voting
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event the holders of the remaining shares will not be able to elect any of our directors. The shares held by none officer and directors are the present time represent 37 % of our outstanding shares.
Anti-Takeover Provisions
There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control. Sections 78.378 through 78.3793 of the Nevada Revised Statutes relates to control share acquisitions that may delay to make more difficult acquisitions or changes in our control, however, they only apply when we have 200 or more stockholders of record, at least 100 of whom have addresses in the state of Nevada appearing on our stock ledger and we do business in this state directly or through an affiliated corporation. Neither of the foregoing events seems likely to occur. Currently, we have no Nevada shareholders. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do business in the state of Nevada in the future. Accordingly there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.
Dividend Policy
As of the date of this Form 10-K, Plata has not paid any cash dividends to stockholders. The declaration of any future cash dividends, if any, will be at the discretion of the Board of Directors and will depend on our earnings, if any, capital requirements and financial position, general economic conditions and other pertinent conditions. It is Plata’s present intention not to pay any cash dividends in the near future.
Transfer Agent
We have engaged the services of Holladay Stock Transfer, Inc., 2939 North 67th Place, Scottsdale, Arizona, USA, 85251 to act as transfer and registrar.
Market Information
At the present time, our shares are quoted on the OTCBB and are thinly traded.
Holders
Including its two officers and directors, Plata has 35 shareholders as of the date of this Form 10-K.
Certain Transactions
There have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest, except as follows:
On September 18, 2007 Plata issued to (i) our President, Chief Executive Officer and Director, Dexter Caliso, 24,000,000 post split common shares for total consideration of $1,200; and (ii) our Chief Financial Officer, Secretary-Treasurer and a Director, Presentacion Coranes, 16,000,000 post split shares for total consideration of $800.
The shares issued to Mr. Caliso and Ms. Coranes were in consideration of their agreeing to take the initiative in developing and implementing the business plan of Plata, including, among other things, incorporated Plata, providing the initial capital to allow Plata to identify the Bontoc Claim in the Philippines and arrange for Geraldo Peralta to prepare a geological report thereon, identifying potential investors and arranging for the initial private placement to enable Plata to implement its business plan.
Available Information
We are subject to the informational requirements of the Securities Exchange Act of 1934 and, in accordance therewith, will be responsible upon the effectiveness of this registration statement to file reports, proxy statements and other information with the SEC. Our reports, proxy statements and other information filed pursuant to the Securities Exchange Act of 1934 may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street N.W., Washington, DC, 20549, at prescribed rates. The public may obtain information on the operations of the Public Reference Room by calling SEC at 1-800-SEC-0330. In addition, the SEC maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s Web sit is http://www.sec.gov.
Debt Securities and Other Securities
There are no debts or other securities outstanding.
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Management and Others
Except as indicated below, there were no material transactions, or series of similar transactions, since inception of the Company, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by the Company to own of record or beneficially more than 5% of any class of the Company’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.
Indebtedness of Management
There were no material transactions, or series of similar transactions, since inception of the Company, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a part, in which the amount involved exceeded $120,000 and in which any director or executive officer, or any security holder who is known to the Company to own of record or beneficially more than 5% of the common shares of the Company’s capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.
Transactions with Promoters
The Company does not have promoters and has no transactions with any promoters.
Conflicts of Interest
None of our officers and directors is a director or officer of any other company involved in the mining industry. However, there can be no assurance such involvement in other companies in the mining industry will not occur in the future. Such potential future involvement could create a conflict of interest.
To ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted, on July 20, 2007, a Code of Business Ethics and Control for the Board of Directors (the “Code”). Plata’s Code embodies our commitment to such ethical principles and sets forth the responsibilities of Plata and its officers and directors to its shareholders, employees, customers, lenders and other organizations. Our Code addresses general business ethical principles and other relevant issues.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1) Audit Fees
The aggregate fees billed by the independent registered accountants for the year ended December 31, 2010 for professional services for the review of the quarterly financial statements as of March 31, June 30 and September 30, 2010 and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those period years were as follows: $600 for each of the quarters ended March 31, June 30 and September 30, 2010, and $3,300 for the audit as of December 31, 2010, for a total of $5,100.
(2) Audit-Related Fees
The aggregate fees billed in each of the two periods mentioned above for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of Plata’s financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.
(3) Tax Fees
The aggregate fees billed in December 31, 2010 for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning was NIL.
(4) All Other Fees
During the period from inceptions to December 31, 2010 there were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.
(5) Audit Committee’s Pre-approval Policies
At the present time, there are not sufficient directors, officers and employees involved with Plata nor to make any pre-approval policies meaningful. Once Plata has elected more directors and appointed directors and non-directors to the Audit Committee it will have meetings and function in a meaningful manner.
(6) Audit Hours Incurred
The principal accountants did not spend greater than 50 percent of the hours spent on the accounting by Plata’s internal accountant.
PART IV
ITEM 13. EXHIBITS , FINANCIAL STATEMENTS SCHEDULES
Exhibits
The following exhibits are included as part of this report by reference:
Financial Statements. The following financial statements are included in this report:
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PLATA RESOURCES, INC.
(Registrant)
By: DEXTER R. CALISO
Dexter R. Caliso
Chief Executive Officer,
President and Director
Date: March 14, 2011
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: DEXTER R. CALISO
Dexter R. Caliso
Chief Executive Officer,
President and Director
Date: March 14, 2011
By: PRESENTACION A. CORANES
Presentaction A. Coranes
Chief Accounting Officer,
Chief Financial Officer and Director
Date: March 14, 2011
MADSEN & ASSOCIATES CPA’s INC.
684 East Vine Street, #3
Certified Public Accountants and Business Consultants
Murray, Utah, 84107
Telephone 801-268-2632
Fax 801-262-3978
To the Board of Directors and
Stockholders of Plata Resources, Inc.
(A Pre-Exploration Stage Company)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying balance sheets of Plata Resources, Inc. (A Pre-Exploration Stage Company) (The Company) as of December 31, 2010 and 2009, and the related statements of operations, stockholders’ (deficiency) equity, and cash flows for each of the years in the two-year period ended December 31, 2010, and for the period from July 17, 2007 (date of inception) to December 31, 2010. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits 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 purposes of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Plata Resources, Inc. (a Pre-Exploration Stage Company) as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2010, and the period from July 17, 2007 (date of inception) to December 31, 2010, 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. The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
“Madsen & Associates, CPA’s Inc.”
Salt Lake City, Utah
March 10, 2011
PLATA RESOURCES, INC.
(Pre-exploration Stage Company)
BALANCE SHEETS
The accompanying notes are an integral part of these financial statements.
PLATA RESOURCES, INC.
(Pre-exploration Stage Company)
STATEMENT OF OPERATIONS
For the years ended December 31, 2010 and 2009 and for the period from
July 17, 2007(date of inception) to December 31, 2010
The accompanying notes are an integral part of these financial statements.
PLATA RESOURCES, INC.
(Pre-Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' (DEFICIENCY) EQUITY
Period July 17, 2007 (date of inception) to December 31, 2010
The accompanying notes are an integral part of these financial statements
PLATA RESOURCES, INC.
(Pre-exploration Stage Company)
STATEMENT OF CASH FLOWS
For the years ended December 31, 2010 and 2009 and for the period from July 17, 2007 (date of inception) to December 31, 2010
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES
Capital contributions - expenses paid by Officers
$ 11,700
$ 15,600
$ 44,200
The accompanying notes are an integral part of these financial statements
PLATA RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
1. ORGANIZATION
The Company, Plata Resources, Inc., was incorporated under the laws of the State of Nevada on July 31, 2007 with the authorized capital stock of 750,000,000 shares at $0.001 par value.
The Company was organized for the purpose of acquiring and developing mineral properties. At the report date mineral claims, with unknown reserves, had been acquired. The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the development stage and is considered to be in the pre-exploration stage.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Basic and Diluted Net Income (loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidulutive and then the basic and diluted per share amounts are the same.
Evaluation of Long-Lived Assets
The Company periodically reviews its long term assets and makes adjustments, if the carrying value exceeds fair value.
Income Taxes
The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.
PLATA RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Income Taxes - Continued
The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating Loss):
The total valuation allowance for the year ended December 31, 2010 is $(32,371) which increased by $(6,134) for the reported period.
Foreign Currency Translations
Part of the transactions of the Company were completed in Canadian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translation is recognized. The functional currency is considered to be US dollars.
Impairment of Long-lived Assets
The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.
Revenue Recognition
Revenue is recognized on the sale and delivery of a product or the completion of a service provided.
Advertising and Market Development
The company expenses advertising and market development costs as incurred.
PLATA RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Financial Instruments
The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Statement of Cash Flows
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.
Mineral Claim Acquisition and Exploration Costs
Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs are expensed as incurred.
Environmental Requirements
At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.
Reclassification
Certain prior period amounts have been reclassified to conform with the current period’s financial statement presentation.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.
3. AQUISITION OF MINERAL CLAIM
On August 1, 2007, the Company acquired the Bontoc Gold Claim located in the Republic of Philippines from Castillo Explorations LLC., an unrelated company, for the consideration of $5,000. The Bontoc Gold Claim is located in the Philippines near the town of Bontoc. Under Philippine law, the claim remains in good standing as long as the Company has an interest in it. There is no annual maintenance fee or minimum exploration work required on the Claim.
PLATA RESOURCES, INC.
(Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2010
3. AQUISITION OF MINERAL CLAIM - Continued
As of December 31, 2007, the Company determined the $5,000 mineral property acquisition cost was impaired, and recorded a related impairment loss in the statement of operations.
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
For the year ended December 31, 2010, a Director made advances of $2,392 to the Company.
Officers-directors and their families have acquired 63% of the common stock issued, have made advances to the Company of $6,952, and have made contributions to capital of $44,200 in the form of expenses paid for the Company. The advances are non-interest bearing and payable on demand.
5. CAPITAL STOCK
On September 18, 2007, Company completed a private placement consisting of 40,000,000 post split common shares sold to directors and officers for a total consideration of $2,000. On October 31, 2007, the Company completed a private placement of 23,800,000 post split common shares for a total consideration of $59,500.
On January 22, 2009, the shareholders of the Company approved a 20 to 1 forward split, resulting in an increase of the outstanding shares of common stock from 3,190,000 to 63,800,000. All share references have been retroactively adjusted for this stock split.
6.
GOING CONCERN
The Company will need additional working capital to service its debt and for its intended purpose of acquiring another mineral claim, which raises substantial doubt about its ability to continue as a going concern. Management’s strategy to continue as a going concern includes receiving additional working capital from its President, Dexter Caliso or its Chief Financial Officer, Presentacion Coranes, and obtaining additional equity funding and long term financing, which will enable the Company to operate for the coming year.