ClickStream Corp - Quarter Report: 2010 May (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 10-Q

 (Mark One)

For the quarterly period ended	May 31, 2010

For the transition period from		to

Commission file number	000-52944

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[       ]		Accelerated Filer	[        ]
Non-accelerated filer	[       ]		Smaller reporting company	[  X   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ X ] Yes         [   ]  No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class	Outstanding at July 11, 2010
common stock - $0.001 par value	59,446,200

TABLE OF CONTENTS

Part I – FINANCIAL INFORMATION
	Item 1.	Financial Statements (Unaudited)	3
	Item 2.	Management's Discussion and Analysis or Plan of Operations	13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
	Item 4.	Controls and Procedures	17
PART II – OTHER INFORMATION
	Item 1.	Legal Proceedings	17
	Item 1A.	Risk Factors	18
	Item 2.	Unregistered Sales of Securities and Use of Proceeds	18
	Item 3.	Defaults upon Senior Securities	18
	Item 4.	Submission of Matters to a Vote of Security Holders	18
	Item 5.	Other Information	18
	Item 6.	Exhibits	19

MINE CLEARING CORP.

(A Development Stage Company)

FINANCIAL STATEMENTS

For the period ended

May 31, 2010

Index

Balance Sheets as of May 31, 2010 (Unaudited) and August 31, 2009

F-1

Unaudited Statements of Operations for the three and nine months ended May 31, 2010 and 2009 and from

September 30, 2005 (Inception) to May 31, 2010

F-2

Unaudited Statements of Cash Flows for the nine months ended May 31, 2010 and 2009 and from

September 30, 2005 (Inception) to May 31, 2010

F-3

Unaudited Notes to the Financial Statements

F-4 – F-9

Mine Clearing Corp.

(A Development Stage Company)

Balance Sheets

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-1

Mine Clearing Corp.

(A Development Stage Company)

Statements of Operations

(Unaudited)

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-2

Mine Clearing Corp.

 (A Development Stage Company)

Statements of Cash Flows

(Unaudited)

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-3

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

1.

Development Stage Company

Peak Resources Incorporated (the “Company”) was incorporated in the State of Nevada on September 30, 2005. On August 18, 2008, the Company changed its name to Mine Clearing Corp. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s former principal business was the acquisition and exploration of mineral resource properties. During the fourth quarter of 2008, the Company changed its principal business and entered into licensing agreements for the rights to certain intellectual properties in the landmine scanning, detection, mapping and removal services. Refer to Note 7.

2.

Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at May 31, 2010, the Company has accumulated losses of $663,077 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

3.

Summary of Significant Accounting Policies

a)

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is August 31.

b)

Interim Financial Statements

These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended August 31, 2009, included in the Company’s Annual Report on Form 10K-A filed March 8, 2010 with the SEC.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at May 31 2010, and the results of its operations and cash flows for the three and nine month periods ended May 31, 2010 and 2009. The results of operations for the period ended May 31, 2010 are not necessarily indicative of the results to be expected for future quarters or the full year.

c)

Use of Estimates

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to donated services and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-4

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

3.

Summary of Significant Accounting Policies (continued)

d)

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

e)

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2010 and 2009, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

f)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

g)

Research and Development Costs

Pursuant to ASC 730, Research and Development, the Company expenses all research and development costs as incurred.

h)

Property and Equipment

Property and equipment is recorded at cost and is amortized on a straight-line basis over 5 years.

i)

Long-Lived Assets

In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

j)

Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts owed to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The Company’s operations are in Canada and the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

F-5

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

3.

Summary of Significant Accounting Policies (continued)

k)

Discontinued Operations

Certain amounts have been reclassified to present the Company’s discontinuance of its mineral exploration operations, as discontinued operations. Unless otherwise indicated, information presented in the notes to the financial statements relates only to the Company’s continuing operations.

l)

Income Taxes

The Company has adopted ASC 740 Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

m)

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

n)

Recently Issued Accounting Pronouncements

In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s financial statements.

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.”  The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010.  Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update.  The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Update are effective as of the

F-6

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-7

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

4.

Property and Equipment

				May 31,	August 31,
				2010	2009
		Cost	Accumulated Amortization	Net Book Value	Net Book Value
		$	$	$	$
Equipment		1,232	452	780	965

5.

Related Party Transactions

a)

During the nine month period ended May 31, 2010, the Company recognized a total of $2,250 (May 31, 2009 - $nil) for rent at $250 per month provided by the President of the Company.

b)

At May 31, 2010, the Company is indebted to a director of the Company for $88,407 (August 31, 2009 - $45,980), representing expenditures paid on behalf of the Company and management services. This amount is unsecured, non-interest bearing, due on demand and has no specific terms of repayment. During the period ended May 31, 2010, imputed interest of $2,520 (May 31, 2009 - $nil) was calculated and has been recorded as additional paid-in capital.

6.

Loan Payable

a)

On June 11, 2009, the Company signed a loan agreement to receive $6,570 from a shareholder of the Company to be used for general working capital.  The loan is unsecured and non-interest bearing for a term of three years.  During the nine month period ended May 31, 2010, imputed interest of $246 (May 31, 2009 – $nil) has been accrued.

b)

On December 15, 2008, the Company signed a loan agreement to receive $18,000 from a shareholder of the Company to be used for general working capital.  The loan agreement was amended on May 1, 2009, to increase the term of the loan from one year to three years. On November 24, 2009, the Company signed an additional loan agreement to receive an additional $4,000 to be used for general working capital.  On February 28, 2010, the Company signed an additional loan agreement to receive an additional $3,000 to be used for general working capital.  On April 10, 2010, the Company signed an additional loan agreement to receive an additional $7,800 to be used for general working capital.  These loans are unsecured, non-interest bearing and have a term of three years.  During the nine month period ended May 31, 2010, imputed interest of $953 (May 31, 2009 – $nil) has been accrued.

7.

Commitments

a)

On August 1, 2008, the Company entered into a management agreement with the President of the Company to provide management services. Under the terms of the agreement, the Company agreed to pay $5,000 per month for an initial term of 24 months.

b)

On August 7, 2008, the Company entered into a Development and Consultancy Support Services Agreement (“Services Agreement”) with Roke Manor Research Limited (the “Licensor”) to develop proprietary technology and products and provide consulting support in the field of landmine scanning, detection, mapping and removal.

Under the terms of Services Agreement the Company will pay for the Licensor to complete a three stage research and development program.

i.

Phase 1 is the System Analysis and Design Phase. The cost to complete this phase is approximately $359,500 (£215,000). The Company will be required to deliver an initial payment of $98,000 (£53,750) (paid), followed by 3 sequential monthly payments of $157,000 (£96,750), $87,000 (£53,750) and $17,500 (£10,750).

ii.

Phase 2 is the Ground Based Demonstrators Phase. This phase is expected to cost approximately $664,000 to $810,000 (£410,000 to £500,000).

F-8

Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

May 31, 2010

(Unaudited)

iii.

7.

Commitments (continued)

iii.

Phase 3 is the Unmanned Aeronautical Vehicle Integration Phase. This phase is expected to cost approximately $251,000 to $324,000 (£155,000 to £200,000).

On December 2, 2009 the Company was informed by Roke Manor that they were terminating the licensing agreements for their patented sensors. Roke has informed the Company that “in the event MCC’s funding situation was to improve in the near future, Roke would be prepared to enter into discussions with MCC for continuation of the development programme and agreement on a new licence arrangement. Roke is prepared for the consulting services agreement to remain in effect until it automatically terminates on July 29, 2010, unless otherwise extended by mutual agreement.”

c)

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Cold Sky technology”) to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Cold Sky technology. The consideration for the license to use the Cold Sky technology is an upfront fee of £125,000 (US$202,500), which shall be payable upon completion of Phase 3 of the Services Agreement (Refer to Note 7(c)) and thereafter a royalty of £1,000 (US$1,600) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is £250,000 (US$405,000) over a ten year period commencing upon completion of the Services Agreement. On December 2, 2009, the license agreement was terminated.

d)

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Fig8 technology”) in order to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Fig8 technology. The consideration for the license to use the Fig8 technology is an upfront fee of £125,000 (US$202,500), which shall be payable upon completion of the final phase of the Services Agreement and thereafter a royalty of £125 (US$200) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is £250,000 (US$405,000) over a ten year period commencing upon completion of the Services Agreement. On December 2, 2009, the license agreement was terminated.

e)

On August 15, 2008, the Company entered into a management agreement with a contractor to provide management services. Under the terms of the agreement, the Company agreed to pay $2,500 per month for an initial term of 24 months.  For the nine months ending May 31, 2010, both parties agreed to waive the management fees that would have been recorded for the period from September 2009 to May 2010.

f)

On August 27, 2008, the Company entered into a contract with an investor relations firm. In consideration for investor relations services, the Company will pay the firm 3% for all venture investments. The Company will also pay EUR 2,000 (US$2,500) per month for three months commencing September 1, 2008. The agreement can be revoked by either party at any time during the three month period, however, introductions made by the investor relations firm that lead to financing will be honored for a period of one year. For all introductions, the maximum finder’s fee payable is 10% (inclusive of the 3% fee). On December 1, 2009, this agreement was terminated.

g)

On October 17, 2008, the Company signed a memorandum of understanding with a bank to advise the Company in its private placement of new shares with European institutional investors.  In consideration for these services the Company has agreed to pay for all expenses, fees and any other costs incurred in connection with the Private Placement, 10% of the gross proceeds of the Private Placement, and EUR 15,000 for work provided during the Due Diligence.   On December 1, 2009, this agreement was terminated.

h)

On November 18, 2008, the Company entered into a management agreement with a consultant to provide management services.  Under the terms of the agreement, the Company agreed to pay $2,500 per month for an initial term of 24 months.  For the nine months ending May 31, 2009, both parties agreed to waive the management fees that would have been recorded for the period from September 2009 to May 2010.

F-9

13

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation.

THE FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF MINE CLEARING CORP. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

Forward-Looking Statements

Some of the information in this quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical facts included in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives for future operations, are forward-looking statements.  These statements express, or are based on, our expectations about future events.  Forward-looking statements give our current expectations or forecasts of future events.  Forward-looking statements generally can be identified by the use of forward looking terminology such as “may,” “will,” “expect,” “intend,” “project,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or similar terminology.

Although any forward-looking statements contained in this Form 10-Q or otherwise expressed by or on behalf of us are, to our knowledge and judgment, believed to be reasonable, there can be no assurances that any of these expectations will prove correct or that any of the actions that are planned will be taken.  Forward-looking statements involve and can be affected by inaccurate assumptions or by known and unknown risks and uncertainties which may cause our actual performance and financial results in future periods to differ materially from any projection, estimate or forecasted result. Important factors that could cause actual results to differ materially from expected results include those discussed under the caption “Risk Factors” in our annual report on Form 10-K for the year ended August 31, 2008 and filed on December 2, 2008.  Any of these factors could cause our actual results to differ materially from the results implied by these or any other forward-looking statements made by us or on our behalf.  We cannot assure you that our future results will meet our expectations.  When you consider these forward-looking statements, you should keep in mind these factors.  All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these factors.  Our forward-looking statements speak only as of the date made.  We assume no duty to update or revise its forward-looking statements based on changes in internal estimates or expectations or otherwise.

Overview

Mine Clearing Corp. (“MCC”) has plans to develop an advanced technology solution to locating, mapping and removing landmines. Our solution is based on two patented sensors that we will acquire from our technology provider, Roke Manor Research Ltd. (“Roke”) that will be further developed by Roke, for our specific demining solution. The resulting technology product will be an integrated stand-alone scanning, locating and mapping system that will utilize Unmanned Aerial Vehicles, GPS mapping software and specialized training of resident personnel of client countries. MCC expects that the system will be substantially faster, more efficient and safer than existing approaches to the dangerous process of landmine detection and removal.

Roke, a subsidiary of Siemens AG, are our strategic technology providers and the sensor technology they have developed represents the foundation of our technology solution. Roke is owned by Siemens and based in Romsey, Hampshire, UK is an innovative solutions provider and contract R&D specialist. They have pioneered developments in electronic sensors, networks and communications technology, providing products and services to Siemens businesses, government departments, and commercial customers.

MCC had licensed two proprietary sensors for the exclusive use of landmine detection from Roke via two licensing agreements entered into on August 7, 2008. Due to MCC’s inability to raise funds to develop the technology Roke Manor terminated the two licensing agreements for the patented sensors on December 2, 2009.  MCC still has a Services Agreement in place with Roke until July 29, 2010.  Under the Services Agreement Roke would continue to assist MCC in the development of a technology solution for detecting landmines. Furthermore, Roke confirms that should our financial situation improve they are prepared to enter into discussions for new license agreements for the patented sensors.

Plan of Operation

MCC intends to complete a number of key objectives over the course of the next 12 – 18 months that will result in achieving its goal of becoming a technology and service company in the landmine detection and removal sector.

The most important objectives to achieve are the following:

14

·

Complete a financing of between $3 million to meet our development and commercialization funding needs for the next 12 months. This includes approximately $1.5 million for technology product development, approximately $1.4 million for general and administration (including business development) and approximately $1.5 million in capital costs to deploy our first commercial unit

·

Renegotiate a licensing agreement with Roke Manor on similar terms to the agreement that was in place prior to December 2, 2009 whereby the Company would develop the technology based on Roke’s two patented sensor devices.

·

Develop a working model stand alone system that will conduct high level scans and low level detection of landmines on a variety of landmine contamination terrains. A series of demonstrations to key decision makers and centers of influence will be carried out as soon as the prototype systems are available.

·

Develop and market a business model that is based on complex technology but that delivers direct and significant benefits. Our complex system will scan, detect, and map the location of buried landmines. Retired military personnel and civilians, including mine survivors, will provide the bulk of our human resource needs. Our commitment to our clients will even go as far as the establishment of product assembly sites, Centers of Excellence and regional training centers.

·

Achieve certification with the United Nations for mine removal.

·

Secure letters of intent, followed by firm contracts with both nation states and private companies seeking to de-contaminate targeted parcels of land.

·

Build a global organization that can implement an aggressive business model that will gain the confidence and business of nation states that will benefit from both a humanitarian and economic development perspective by employing MCC

The key milestones and achievement dates are outlined in the following table:

MCC’S DEVELOPMENT MILESTONES

Milestone	Details	Achievement Date
Raise $3 million1	Required to fund R&D, corporate and business development	August 2010
Renegotiate and reacquire technology agreement with Roke Manor2	Patented sensors to form core of technology solution	August 2010
Additional board member additions	International board members added for business development and future fund raising	August 2010
Roke Phase 1 completed	System analysis and design phase	Sept/Oct 2010
Letters of Understanding	Client countries secure initial position for demonstrations.	Oct 2010
Roke Phase 2 completed	Ground based demonstrators completed including landmine location and mapping function	Jan 2011
Letters of Intent signed with initial client countries	Countries having viewed functionality of phase 2 will be requested to sign LOIs to ensure they are positioned to be first client countries.	Jan 2011
Roke Phase 3 completed	UAV integration and testing. Final prototype demonstrated.	June 2011

Note 1 – MCC has no definitive arrangements for any future financing
Note 2 – MCC has no guarantee that it will be able to reacquire the technology licenses from Roke Manor.

MCC’s technology is complex but our development model is not. We intend on building the best in class solution to the global demining problem. We will market our solution to nation states that will benefit from mine removal and economic development benefits inherent in adopting our system.

We understand that while the resulting technology is critical, building a better mousetrap isn’t the only key to success. We have to develop the contacts and relationships to ensure we can market our systems successfully.

Initially our marketing efforts will demonstrate that the sensors can scan for and detect buried landmines. The next demonstrations will show potential clients an integrated system with scanning, detecting and mapping features. Finally, we will integrate it all onto an airborne delivery system that will quickly scan terrain and deliver less expensive, faster and safer land mine removal. These successive steps will lead to formal commitments and to contracts for work programs. This is the core of the market development plan.

15

Risk Factors

An investment in MCC’s common stock involves a number of very significant risks.  Prospective investors should refer to all the risk factors disclosed in MCC’s Form 10-K filed on December 4, 2009.

Results of Operation for the Period Ended May 31, 2010

MCC has had no operating revenues since its inception on September 30, 2005, through to May 31, 2010.  MCC’s activities have been financed from the proceeds of share subscriptions and from shareholder loans.  From MCC’s inception on September 30, 2005 to May 31, 2010 MCC raised a total of approximately $400,000 from private placements of its common stock and $127,367 from shareholder loans.

For the period from inception on September 30, 2005, to May 31, 2010, MCC incurred total expenses of $642,480.  These expenses included $176,701 in professional fees, $98,000 in research and development costs, $361,487 in general and administrative expenses, $452 in amortization expenses and $20,597 in expenses due to discontinued operations (mineral property costs).  MCC’s general and administrative expenses include donated management services, donated rent, office maintenance, bank charges, travel, communication expenses, courier, postage costs, and office supplies.  MCC’s professional fees consist of legal, consulting, management fees, accounting and auditing fees.  

For the nine month period ended May 31, 2010, MCC incurred total expenses of $70,385.  These expenses included $13,068 in professional fees and $53,413 in general and administrative expenses.  MCC’s general and administrative expenses mainly include donated management services, donated rent, office maintenance, bank charges, travel, communication expenses, courier, postage costs, and office supplies.  MCC’s professional fees consist of management fees, accounting and auditing fees.  

For the nine month period ended May 31, 2009,  MCC incurred total expenses of $354,090.  These expenses included $77,861 in professional fees and $117,983 in general and administrative expenses. Mine Clearings’s general and administrative expenses included NIL for donated rent, which were provided by its President.

Liquidity and Capital Resources

As at May 31, 2010, MCC had a cash balance of $108 and had working capital deficit of ($190,958).  MCC’s accumulated deficit was $663,077 as at May 31, 2010.  MCC’s net loss of $663,077 from September 30, 2005 (date of inception) to May 31, 2010 was mostly funded by its equity financing.  From September 30, 2005 (date of inception) to May 31, 2010, MCC raised $400,350 in equity financing and $127,367 in debt financing.  The net increase in cash from September 30, 2005 (date of inception) to May 31, 2010 was $108.

On August 7, 2008, the Company entered into a Development and Consultancy Support Services Agreement (“Services Agreement”) with Roke Manor Research Limited (the “Licensor”) to develop proprietary technology and products and provide consulting support in the field of landmine scanning, detection, mapping and removal.

Under the terms of Services Agreement the Company will pay for the Licensor to complete a three stage research and development program.

i.

Phase 1 is the System Analysis and Design Phase. The cost to complete this phase is approximately $359,500 (£215,000). The Company will be required to deliver an initial payment of $98,000 (£53,750) (paid to Roke in September 2008), followed by 3 sequential monthly payments of $157,000 (£96,750), $87,000 (£53,750) and $17,500 (£10,750).

ii.

Phase 2 is the Ground Based Demonstrators Phase. This phase is expected to cost approximately $664,000 to $810,000 (£410,000 to £500,000).

iii.

Phase 3 is the Unmanned Aeronautical Vehicle Integration Phase. This phase is expected to cost approximately $251,000 to $324,000 (£155,000 to £200,000).

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Cold Sky technology”) to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Cold Sky technology. The consideration for the license to use the Cold Sky technology is an upfront fee of £125,000 GBP (US$243,000), which shall be payable upon completion of Phase 3 of the Services Agreement (Refer to Note 5(c)) and thereafter a

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royalty of £1,000 GBP (US$1,900) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is £250,000 GBP (US$486,000) over a ten year period commencing upon completion of the Services Agreement.

On December 2, 2009 the Company was informed by Roke Manor that due to the Company’s inability to raise funds to fund the technology development they were terminating the licensing agreements for their patented sensors. Roke has informed the Company that “in the event MCC’s funding situation was to improve in the near future, Roke would be prepared to enter into discussions with MCC for continuation of the development programme and agreement on a new licence arrangement. Roke is prepared for the consulting services agreement to remain in effect until it automatically terminates on July 29, 2010, unless otherwise extended by mutual agreement.”

Funding for the obligations to Roke Manor Research to reacquire the technology licences, complete the research and development program and pay the upfront licensing fees will be financed through sales of MCC’s common stock. There are no assurances that MCC will be able to achieve further sales of its common stock or any other form of additional financing.  If MCC is unable to achieve the financing necessary to continue its plan of operations, then MCC will not be able to execute its business plan of developing a demining technology solution and its business will fail.

Management hopes to raise the balance of MCC’s cash requirements of $3 million for the next 12 months from private placements, shareholder loans or possibly a registered public offering (either self-underwritten or through a broker-dealer) within the next few months.  If MCC is unsuccessful in raising enough money through future capital raising efforts, MCC may review other financing possibilities such as bank loans.  At this time MCC does not have any commitments from any broker-dealer to provide MCC with financing.

Net Cash Used in Operating Activities

For the nine month period ended May 31, 2010, net cash used in operating activities totalled $ 16,867 compared with $281,986 for the previous fiscal period.  

As at May 31, 2010, MCC had a cash balance of $108 and had working capital deficit of ($190,958).  During the nine month period ended May 31, 2010, MCC used $16,867 in cash for operating activities.  This was primarily a result of an operating loss of $70,385, donated rent of $2,250, $2,520 of inputed interest, offset by non-cash items for amortization of $185, and a net increase in accounts payable and accrued liabilities of $47,150.  During the nine month period ended May 31, 2010, MCC paid $nil towards accounts payable.  There were also changes in prepaid expenses and due to related parties resulting in a net use of cash of ($1,413).

Net Cash Used in Investing Activities

Net cash provided by investing activities was $nil for the nine month period ended May 31, 2010 as compared with $nil of cash used for the previous  year.

MCC used net cash of $0 in investing activities during the nine month period ended May 31, 2010.  

For the nine month period ended May 31, 2010, MCC’s monthly cash requirement was approximately $1,874 in operating activities and approximately $0 in investing activities.  Management anticipates that after February 2010 if MCC intends to execute its business plan its monthly expenses will increase to $233,000 for technology and product development plus general and administration (including business development). This includes an average of $43,000 for human resources and staffing, an average of $127,000 for research and development, $30,000 for business development including travel costs, and $33,000 for public company, legal, accounting, marketing and office costs.  During the last quarter of the upcoming fiscal year it will require the majority of its $1.4 million budget for capital expenditures to build and deploy its first commercial unit.  

Net Cash Used in Financing Activities

Net cash provided by financing activities was $12,225 for the nine month period ended May 31, 2010 as compared with financing of $18,000 for the previous fiscal year from the issuance of debt.

Off-balance Sheet Arrangements

MCC has not engaged in any off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations

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MCC is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Forward Looking Statements

The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements involve risks and uncertainties, including statements regarding MCC’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports MCC files with the Securities and Exchange Commission.  These factors may cause MCC’s actual results to differ materially from any forward-looking statement.  MCC disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.  The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

MCC is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.  

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. 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. Due to 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, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 Changes in Internal Control over Financial Reporting

 In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended May 31, 2010 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.

MCC is not a party to any legal proceedings and, to the best of MCC’s knowledge, none of MCC’s property or assets are the subject of any pending legal proceedings.

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Item 1A.  Risk Factors.

MCC is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.  

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

During the quarter of the fiscal year covered by this report, (i) MCC did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) MCC did not sell any unregistered equity securities.

Item 3.  Defaults Upon Senior Securities.

During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of MCC.  Also, during this quarter, no material arrearage in the payment of dividends has occurred.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise, during the quarter of the fiscal year covered by this report.

Item 5.  Other Information.

During the quarter of the fiscal year covered by this report, MCC reported all information that was required to be disclosed in a report on Form 8-K.

MCC has adopted a new code of ethics that applies to all its executive officers and employees, including its CEO and CFO.  See Exhibit 14 – Code of Ethics for more information.  MCC undertakes to provide any person with a copy of its financial code of ethics free of charge.  Please contact Larry Olson at 250-490-3378 to request a copy of MCC’s code of ethics.  Management believes MCC’s code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

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Item 6.  Exhibits

(a)

Index to and Description of Exhibits

All Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to MCC’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-52944 and SEC File Number 333-135743.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, Mine Clearing Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.

MINE CLEARING CORP.

/s/ Larry Olson

Dated:

July 13, 2010

 By:  

Name:  Larry Olson

Title:

 Director, President, CEO, and CFO

(Principal Executive Officer and

Principal Financial Officer)