UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X]
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended
March 31, 2012
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[ ]
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from __________ to__________
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Commission File Number:
333-168775
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Queensridge Mining Resources, Inc.
(Exact name of registrant as specified in its
charter)
Nevada
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27-1830013
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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912 Sir James Bridge Way, Las Vegas, Nevada 89145
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(Address of principal executive offices)
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(702) 596-5154
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(Registrant’s telephone number)
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_______________________________________
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(Former name, former address and former fiscal year, if changed since last report)
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Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days [X] Yes [ ] No
Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.
[ ] Large accelerated filer Accelerated filer
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[ ] Non-accelerated filer
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[X] Smaller reporting company
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Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes [ ] No
State the number of shares outstanding of each
of the issuer’s classes of common stock, as of the latest practicable date: 6,427,800 as of May 11, 2012.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our financial statements included in this Form
10-Q are as follows:
F-1
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Balance Sheets as of March 31, 2012 and June 30, 2011 (unaudited);
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F-2
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Statements of Operations for the three and nine months ended March 31, 2012 and 2011, and period from January 29, 2010 (Inception) to March 31, 2012 (unaudited);
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F-3
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Statements of Cash Flows for the nine months ended March 31, 2012 and 2011, and period from January 29, 2010 (Inception) to March 31, 2012 (unaudited);
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F-4
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Notes to Financial Statements.
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These financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information
and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation
have been included. Operating results for the interim period ended March 31, 2012 are not necessarily indicative of the results
that can be expected for the full year.
QUEENSRIDGE MINING RESOURCES, INC.
(AN EXPLORATION STAGE
COMPANY)
BALANCE SHEETS (unaudited)
As of March 31, 2012 and June 30, 2011
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March 31, 2012
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June 30, 2011
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ASSETS
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Current assets
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Cash
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$
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2,908
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$
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6,133
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Mineral property, net
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-0-
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-0-
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Total assets
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$
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2,908
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$
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35,065
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LIABILITIES AND STOCKHOLDERS’ DEFICIT
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LIABILITIES
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Current Liabilities
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Accrued expenses
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$
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45,497
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$
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51,747
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Accrued interest
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500
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125
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Loans payable-related party
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8,160
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5,370
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Total current liabilities
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54,157
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57,242
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Long-term Debt
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Promissory note payables-related party
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20,000
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10,000
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Total liabilities
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74,157
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67,242
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STOCKHOLDERS’ DEFICIT
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Common stock, $.001 par value, 75,000,000 shares authorized, 6,427,800 shares issued and outstanding
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6,428
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6,428
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Additional paid in capital
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32,372
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32,372
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Deficit accumulated during the exploration stage
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(110,049
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)
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(99,909
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)
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Total stockholders’ deficit
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(71,249
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)
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(61,109
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)
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$
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2,908
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$
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6,133
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See accompanying notes to financial statements.
QUEENSRIDGE MINING RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
Three months and nine months ended March
31, 2012 and 2011
For the period from January 29, 2010 (Date
of Inception) through March 31, 2012
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Three months ended
March 31, 2012
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Three months ended
March 31, 2011
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Nine months ended
March 31, 2012
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Nine months ended
March 31, 2011
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Period from
January 29, 2010 (Inception) to
March 31, 2012
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General and administrative expenses
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Professional fees
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$
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1,500
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$
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800
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$
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5,900
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$
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10,425
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$
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70,732
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Consulting fees
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—
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7,500
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—
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7,500
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11,500
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Impairment expense-mineral property
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—
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—
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—
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—
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3,000
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Exploration costs
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—
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—
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—
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—
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10,521
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Rent
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930
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930
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2,790
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2,790
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8,060
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Interest on promissory note
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125
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—
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375
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—
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500
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Other
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725
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1,685
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1,075
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3,156
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5,736
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Total general and administrative expenses
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3,280
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10,915
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10,140
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23,871
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110,049
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Net loss
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$
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(3,280
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)
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$
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(10,915
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$
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(10,140
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)
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$
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(23,871
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)
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$
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(110,049
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)
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Net loss per share:
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Basic and diluted
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$
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(0.00
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)
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$
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(.00
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)
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$
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(0.00
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$
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(0.00
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)
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Weighted average shares outstanding:
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Basic and diluted
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6,427,800
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6,427,800
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6,427,800
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6,427,800
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See accompanying notes to financial statements.
QUEENSRIDGE MINING RESOURCES, INC.
(A EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
Nine months ended March 31, 2012 and 2011
For the period from January 29, 2010 (Date
of Inception) through March 31, 2012
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Nine months ended
March 31, 2012
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Nine months ended
March 31, 2011
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Period from January
29, 2010 (Inception)
to March 31, 2012
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$
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(10,140
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$
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(23,871
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$
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(110,049
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)
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Change in non-cash working capital items
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Increase (decrease) in accrued expenses
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(5,875
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(5,160
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45,997
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CASH FLOWS USED IN OPERATING ACTIVITIES
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(16,015
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(29,031
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(64,052
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CASH FLOWS FROM FINANCING ACTIVITIES
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Advance from director
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2,790
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2,790
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8,160
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Promissory notes payable-related party
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10,000
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0
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20,000
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Proceeds from sale of common stock
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0
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0
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38,800
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CASH FLOWS FROM FINANCING ACTIVITIES
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12,790
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2,790
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66,960
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NET INCREASE (DECREASE) IN CASH
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(3,225
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)
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(26,241
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)
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2,908
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Cash, beginning of period
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6,133
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35,065
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0
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Cash, end of period
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$
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2,908
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$
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8,824
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$
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2,908
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SUPPLEMENTAL CASH FLOW INFORMATION
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Interest paid
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$
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—
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$
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—
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$
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—
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Income taxes paid
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$
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—
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|
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$
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—
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|
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$
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—
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See accompanying notes to financial statements.
QUEENSRIDGE MINING RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2012
NOTE 1 – NATURE OF OPERATIONS
Queensridge Mining Resources, Inc. (“Queensridge”
and the “Company”) was incorporated in Nevada on January 29, 2010. Queensridge is an exploration stage company and
has not yet realized any revenues from its planned operations. Queensridge is currently in the process of acquiring certain mining
claims.
NOTE 2 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial
statements have been prepared by Queensridge Mining Resources, Inc. pursuant to the rules and regulations of the U.S. Securities
and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared
in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant
to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation
of these financial statements have been included. Such adjustments consist of normal recurring adjustments. These
interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal
year ended June 30, 2011. The results of operations for the six months ended March 31, 2012 are not indicative of the
results that may be expected for the full year.
Use of Estimates
The preparation of 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 reported amounts of assets and liabilities at the date of the balance sheet. Actual results could
differ from those estimates.
Basic Loss Per Share
Basic loss per share has been calculated based
on the weighted average number of shares of common stock outstanding during the period.
Mineral Properties
Cost of license acquisition, exploration, carrying
and retaining unproven mineral lease properties are expensed as incurred. Costs of acquisition are capitalized subject to impairment
testing, in accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, when facts
and circumstances indicate impairment may exist.
Comprehensive Income
The Company has adopted SFAS 130 “Reporting
Comprehensive Income” (ASC 220-10), which establishes standards for reporting and display of comprehensive income, its components
and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’
Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The
Company has not had any significant transactions that are required to be reported in other comprehensive income.
QUEENSRIDGE MINING RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2012
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
Income Tax
Queensridge follows SFAS 109, “Accounting
for Income Taxes” (ASC 740-10). Deferred income taxes reflect the net effect of (a) temporary difference between carrying
amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating
loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because
no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward
has been recognized, as it is not deemed likely to be realized.
Cash
and Cash
E
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all
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i
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i
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inves
t
m
e
n
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wit
h
t
h
e
ori
g
i
n
a
l
m
atu
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o
f
thre
e
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on
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or
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s
to
be ca
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e
q
u
i
v
a
le
n
t
s
Recent Accounting Pronouncements
Queensridge does not expect the adoption of
recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial
position or cash flow.
NOTE 3 - GOING CONCERN
Queensridge has recurring losses and has a
deficit accumulated during the exploration stage of $110,049 as of March 31, 2012. Queensridge's financial statements are prepared
using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of business. However, Queensridge has no current source of revenue. Without
realization of additional capital, it would be unlikely for Queensridge to continue as a going concern. Queensridge's management
plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, revenues from
the acquisition, exploration and development of mineral interests, if found. Queensridge's ability to continue as a going concern
is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development
of mineral interests.
NOTE 4 - MINERAL PROPERTY RIGHTS
During the period ended June 30, 2010, the
Company electronically staked and recorded a 100% interest in a block of mining claims located in northern Newfoundland, Canada
known as the Cutwell Harbour property for $3,000. The mineral properties were found to be unproven and the entire balance of $3,000
was impaired as of June 30, 2010.
QUEENSRIDGE MINING RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2012
NOTE 5- LOANS PAYABLE RELATED PARTY
The loans payable to a related party are non-
interest bearing and have no specified terms of repayment.
The promissory note payables in the amount
of $10,000 each are due to a related party, bear interest at 5% per annum and are due on due on April 24, 2013 and October 4, 2013.
Total loan principle owed to the related party
was $20,000 at March 31, 2012 and $10,000 at June 30, 2011, plus accrued interest of $500 and $125 at March 31, 2012 and June 30,
2011, respectively.
NOTE 6 – INCOME TAXES
The provision for Federal income tax consists of the following:
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March 31, 2012
|
|
March 31, 2011
|
Federal income tax benefit attributable to:
|
|
|
|
|
|
|
|
|
Current operations
|
|
$
|
3,448
|
|
|
$
|
8,116
|
|
Less: valuation allowance
|
|
|
(3,448
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)
|
|
|
(8,116
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)
|
Net provision for Federal income taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
The cumulative tax effect at the expected rate of 34% of significant
items comprising our net deferred tax amount is as follows:
|
|
March 31, 2012
|
|
June 30, 2011
|
Deferred tax asset attributable to:
|
|
|
|
|
|
|
|
|
Net operating loss carryover
|
|
$
|
37,418
|
|
|
$
|
33,969
|
|
Less: valuation allowance
|
|
|
(37,418
|
)
|
|
|
(33,969
|
)
|
Net deferred tax asset
|
|
$
|
—
|
|
|
$
|
0
|
|
At March 31, 2012, Queensridge had an unused net operating loss
carryover approximating $110,049 that is available to offset future taxable income; it expires beginning in 2030.
NOTE 7 – COMMON STOCK
At inception, Queensridge issued 3,100,000
shares of stock at $0.001 to its founding shareholder for $3,100 cash.
During the period ended June 30, 2010, Queensridge
issued 3,250,000 shares of stock at $0.005 for $16,250 cash.
During the period ended June 30, 2010, Queensridge
issued 77,800 shares of stock at $0.25 for $19,450 cash.
QUEENSRIDGE MINING RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2012
NOTE 8 – COMMITMENTS
Operating Leases
The Company leases its office facilities under a lease which expires
February 1, 2012 . The monthly rate is $310. The lease is renewable for an additional two year term at the same monthly rate.
Aggregate minimum annual rental payments under the non-cancelable
operating lease are as follows:
|
Year ended June 30, 2012
|
|
|
$
|
310
|
|
Rent expense for the periods ended March 31,
2012 and 2011 totaled $2,790 and $ 2,790, respectively.
NOTE 9 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events
occurring after the balance sheet date through the date the financial statements were issued, and has determined that it does not
have any material subsequent events to disclose.
Item 2. Management’s Discussion
and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical
information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,
and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking
statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,”
“estimates,” “intends,” “strategy,” “plan,” “may,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements.
Our ability to predict
results or the actual effect of future plans or strategies is inherently uncertain.
Management’s Discussion and Analysis
of Financial Condition and Results of Operations
We were incorporated on January 29, 2010, under
the laws of the state of Nevada. We hold a 100% interest in the Cutwell Harbour mineral claims, located in Newfoundland,
Canada. Mr. Phillip Stromer is our President, CEO, Secretary, Treasurer, and sole director.
Our business plan is to explore the Cutwell
Harbour mineral claims to determine whether there are commercially exploitable reserves of gold or other metals. We
are currently conducting an initial exploration program as recommended by our consulting geologist.
Phase I of our program was performed in December
of 2010 and consisted of on-site surface reconnaissance, sampling, and geochemical analyses. This phase of the
program was performed at a cost of $10,521.33. The analysis of the samples taken during our Phase I program unfortunately
did not confirm the presence of substantial gold mineralization. A large portion of the Cutwell Harbour property has not been sampled,
however, and our consulting geologist has recommended that we undertake additional sampling work on the property.
Phase II would entail additional sampling on
areas of the property not sampled during Phase I, followed by geochemical analyses of the various samples gathered. The
Phase II program will cost approximately $16,767. We will require some additional financing in order complete Phase
II of our planned exploration program. In the alternative, we may conduct a more limited Phase II sampling program than the
one originally planned. We currently do not have any arrangements for financing and we may not be able to obtain financing
when required.
Once we receive the analyses of Phase
II of our exploration program, our board of directors, in consultation with our consulting geologist will assess whether to proceed
with additional mineral exploration programs. In making this determination to proceed with a further exploration, we
will make an assessment as to whether the results of the initial program are sufficiently positive to enable us to proceed. This
assessment will include an evaluation of our cash reserves after the completion of the initial exploration, the price of minerals,
and the market for the financing of mineral exploration projects at the time of our assessment.
In the event that additional exploration programs
on the Cutwell Harbour mineral claims are undertaken, we anticipate that substantial additional funding will be required in the
form of equity financing from the sale of our common stock and from loans from our director. We cannot provide investors
with any assurance, however, that we will be able to raise sufficient funding from the sale of our common stock to fund all of
our anticipated expenses. We do not have any arrangements in place for any future equity financing. We believe
that outside debt financing will not be an alternative for funding exploration programs on the Cutwell Harbour property. The risky
nature of this enterprise and lack of tangible assets other than our mineral claim places debt financing beyond the credit-worthiness
required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.
We do not have plans to purchase any significant
equipment or change the number of our employees during the next twelve months.
Results of operations for the three and
nine months ended March 31, 2012 and 2011, and for the period from January 29, 2010 (date of inception) through March 31, 2012
We have not earned any revenues
since the inception of our current business operations, which are in the exploration stage. We incurred expenses and a net loss
in the amount of $3,280 for the three months ended March 31, 2012, compared to expenses and a net loss of $10,915 for the three
months ended March 31, 2011. We incurred expenses and a net loss in the amount of $10,140 for the nine months ended March 31, 2012,
compared to expenses and a net loss of $23,871 for the nine months ended March 31, 2011. We have incurred total expenses and a
net loss of $110,049 from inception on January 29, 2010 through March 31, 2012.
Liquidity and Capital Resources
As of March 31, 2012, we had current assets in the amount
of $2,908 consisting entirely of cash. Our current liabilities as of March 31, 2012, were $54,157. Thus, we had a working capital
deficit of $51,249 as of March 31, 2012.
We have incurred cumulative net losses of $110,049 since inception.
We have not attained profitable operations and are dependent upon obtaining financing in order to continue pursuing significant
exploration activities. As discussed above, we have completed Phase I of our exploration program and intend to go forward with
Phase II at an approximate cost of $16,767. Our cash on hand will not be sufficient to fund the full recommended Phase II exploration
program together with our ongoing administrative expenses. Additional financing will therefore be required in order for us to proceed
with Phase II. At this time, we do not have any financing commitments or other arrangements in place. We therefore face a significant
risk that we will be unable to complete the entirety of our planned exploration program. In the event that additional equity or
debt financing cannot be obtained, we may consider performing a more limited Phase II exploration program in order to meet the
constraints posed by our available capital resources.
Off
Balance Sheet Arrangements
As of
March 31, 2012
, there were no off balance sheet arrangements.
Going Concern
We have negative working capital, have incurred
losses since inception, and have not yet received revenues from operations. These factors create substantial doubt about our ability
to continue as a going concern. The financial statements do not include any adjustment that might be necessary if we are unable
to continue as a going concern.
Our ability to continue as a going concern
is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable
operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirements
and ongoing operations; however, there can be no assurance we will be successful in these efforts.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their
most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical
accounting policy” is one which is both important to the portrayal of a company’s financial condition and results,
and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.
Recently Issued Accounting Pronouncements
We do not expect the adoption of recently issued accounting pronouncements
to have a significant impact on our results of operations, financial position or cash flow.
Item 3. Quantitative and Qualitative Disclosures About Market
Risk
A smaller reporting company is not required
to provide the information required by this Item.
Item 4. Controls and Procedures
We carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
as of December 31, 2011. This evaluation was carried out under the supervision and with the participation of our Chief Executive
Officer and our Chief Financial Officer, Phillip Stromer. Based upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that, as of March 31, 2012, our disclosure controls and procedures were not effective. There have been no changes
in our internal controls over financial reporting during the quarter ended March 31, 2012.
Management determined that the material weaknesses that resulted
in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the
segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed
due to the lack of staff and resources.
Disclosure controls and procedures are controls
and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under
the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Limitations
on the Effectiveness of Internal Controls
Our management does not expect that our disclosure
controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because
of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of
two or more people, or by management override of the internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions,
or the degree of compliance with the policies or procedures may deteriorate.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any pending legal proceeding.
We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more
of our voting securities are adverse to us or have a material interest adverse to us.
Item 1A: Risk Factors
A smaller reporting company is not required
to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized
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Queensridge Mining Resources, Inc.
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Date:
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May 15, 2012
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By:
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/s/ Phillip Stromer
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Phillip Stromer
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Title:
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President, CEO, and CFO
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