Futuris Co - Quarter Report: 2004 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED:  June 30, 2004

☐   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from __________ to __________

Commission File Number: 000-24493

MISSION MINING COMPANY

(Exact name of registrant as specified in its charter)

38 South Blue Angel Pkwy, Suite 169, Pensacola, FL 32506

 (Address of principal executive offices, Zip Code)

(888) 459-4889

(Registrant’s telephone number, including area code)

Cambridge Energy Corporation 

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the 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. 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 ☐       No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒     No ☐

As of April 30, 2020, 39,986,974 shares of the issuer’s common stock were issued and outstanding.

FORM 10-Q

MISSION MINING COMPANY

June 30, 2004

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our report on Form 8-K which was filed with the SEC on January 20, 2017 (the “Super 8-K”), in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

PART I. FINANCIAL INFORMATION

MISSION MINING COMPANY

(UNAUDITED) CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

MISSION MINING COMPANY

(UNAUDITED) CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these consolidated financial statements.

MISSION MINING COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003

The accompanying notes are an integral part of these consolidated financial statements.

MISSION MINING COMPANY

(UNAUDITED) CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial statements.

MISSION MINING COMPANY

NOTES TO (UNAUDITED) CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIODS ENDED JUNE 30, 2004 AND JUNE 2003

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and business

Cambridge Energy Corporation (the Company) was incorporated in the state of Nevada on April 9, 1996. The Company is an independent oil and gas company engaged in the exploration and development of domestic oil and gas properties. It had previously owned oil and gas properties in Louisiana, Texas and Indonesia. Through March 2000, the Company also manufactured certain wellhead control devices. As of March 31, 2003, the Company had no active operations.

Management’s Representation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared by the Company without audit pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements include all of the adjustments, which in the opinion of management are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

Principles of consolidation

The accompanying consolidated financial statements include the general accounts of the Company and its wholly owned subsidiaries. All inter-company transactions and accounts have been eliminated in the consolidation and each subsidiary corporation has a fiscal year end of March 31.

Method of accounting for oil and gas properties

The Company uses the successful efforts method of accounting for oil and gas producing activities, as set forth in the Statement of Financial Accounting Standards No. 19, as amended. Costs to acquire mineral interests in oil and gas properties, to drill and equip exploratory wells that find proved reserves, and to drill and equip development wells are capitalized. Costs to drill exploratory wells that do not find proved reserves, geological and geophysical costs and costs of carrying and retaining unproved properties are expensed as incurred.

Unproved oil and gas properties that are individually significant are periodically assessed for impairment of value, and a loss is recognized at the time of impairment by providing a valuation allowance. Other unproved properties are amortized based on the Company’s experience of successful drilling and average holding period. Capitalized costs of producing oil and gas properties, after considering estimated dismantlement and abandonment costs and estimated salvage values, are depreciated and depleted by the unit-of-production method. Support equipment and other property and equipment are carried at cost and depreciated over their estimated useful lives.

On sale or retirement of a complete unit of a proved property, the cost and related accumulated depreciation, depletion, and amortization are eliminated from the property accounts, and the resultant gain or loss is recognized. On retirement or sale of a partial unit of proved property, the cost is charged to accumulated depreciation, depletion, and amortization with a resulting gain or loss recognized in income.

On sale of an entire interest in an unproved property for cash or cash equivalent, gain or loss on the sale is recognized, taking into consideration the amount of any recorded impairment if the property has been assessed individually. If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained.

Inventories

Inventories are carried at the lower of cost (specific identification) or net realizable value and include materials and supplies related to the Company’s oil and gas support equipment.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is being provided by accelerated methods for financial and tax reporting purposes over estimated useful lives of five to seven years.

Impairment of long-lived assets

The Company has adopted Statement of Financial Accounting Standards (“SFAS”) No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.” This Statement establishes accounting standards for the impairment of long-lived assets, certain identifiable intangibles and goodwill related to those assets to be held and used, and long-lived assets and certain identifiable intangibles to be disposed of. The Company periodically evaluates, using independent appraisals and projected undiscounted cash flows, the carrying value of its long-lived assets and certain identifiable intangibles to be held and used whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In addition, long-lived assets and identifiable intangibles to be disposed of are reported at the lower of carrying value or fair value less cost to sell.

As indicated in “Recent Accounting Pronouncements”, below, the company will adopt Statement of Financial Accounting Standards (“SFAS”) No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations Reporting the Effects of Disposal of a Segment of a Business. SFAS 144 is effective for fiscal years beginning after December 15, 2001.

Net loss per share

Basic loss per share amounts are computed by dividing the net loss plus preferred stock dividends by the weighted average number of common shares outstanding.

Recent Accounting Pronouncements

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 pronouncements that have been issued that might have a material impact on its financial position or results of operations.

In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (hereinafter “SFAS No. 150”). SFAS No. 150 establishes standards for classifying and measuring certain financial instruments with characteristics of both liabilities and equity and requires that those instruments be classified as liabilities in statements of financial position. Previously, many of those instruments were classified as equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company has not yet determined the impact of the adoption of this statement.

In April 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (hereinafter “SFAS No. 149”). SFAS No. 149 amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of SFAS No. 149 is not expected to have a material impact on the financial position or results of operations of the Company.

In January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46 “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (hereinafter “FIN 46”). FIN 46 requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. The provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company does not have any entities that require disclosure or new consolidation as a result of adopting the provisions of FIN 46.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure,” (“SFAS No. 148”). SFAS 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation,” to provide alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. In addition, it also amends the disclosure provisions of SFAS 123 to require prominent disclosure about the effects on reported results of an entity’s accounting policy decisions with respect to stock-based employee compensation. The provisions of the statement are effective for financial statements for fiscal years ending after December 15, 2002. Prior to the issuance of SFAS No. 148, the Company adopted the fair value based method of accounting for stock-based employee compensation. Thus, the Company’s financial reporting will not be significantly effected by SFAS 148.

In June 2002, the FASB issued SFAS No. 146, “Accounting for Exit or Disposal Activities.” This statement addresses the recognition, measurement, and reporting of costs associated with exit and disposal activities. SFAS No. 146 is applicable to restructuring activities and costs related to terminating a contract that is not a capital lease and one time benefit arrangements received by employees who are involuntarily terminated. SFAS No. 146 supersedes EITF Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” Under SFAS No. 146 the cost associated with an exit or disposal activity is recognized in the periods in which it is incurred rather than at the date the Company committed to the exit plan. This statement is effective for exit or disposal activities initiated after December 31, 2002, with earlier adoption encouraged. Previously issued financial statements will not be restated. The provisions of EITF Issue No. 94-3 will continue to apply for exit plans initiated prior to the adoption of SFAS No. 146.

2. DISPOSITION OF ASSETS

During the year ended March 31, 2003, the Company disposed of the following assets resulting in a loss on disposition of $249,776.

A. Glass Mountain

The Company was unable to meet certain lease requirements on Texas oil and gas properties known as the “Glass Mountain Acquisition” and consequently chose to abandon its interest and write-off the entire carrying value of $203,391. The terms of the original acquisition are detailed below in Note 3-Preferred Stock.

B. Other Oil and Gas Assets

The Company chose not to renew certain leases and was unable to meet certain production requirements and consequently all of its remaining assets were charged-off resulting in a miscellaneous loss on disposition of $46,385.

During the year ended March 31, 2002, the Company disposed of the following assets resulting in a loss on disposition of $6,790,257.

A. Indonesian Assets

The Company sold 100% of the stock of its wholly owned subsidiary, Intermega Energy Pte.(Singapore) Ltd., in exchange for the cancellation of $552,596 of debt and the return of 1,950,339 shares of the Company’s common stock. The Company’s re-acquired stock was recorded as treasury stock and valued at $501,820, the market value at the time of re-acquisition. The transaction resulted in a loss on disposition of

$1,944,740.

B. North Crowley Field, Louisiana

In September 2000, the Company entered into a purchase and sale agreement regarding certain oil and gas interests, properties and rights known as the North Crowley Field in Acadia Parish, Louisiana. The Company issued 3,100,000 shares of its common stock as consideration for the purchase. The shares were valued at the time of acquisition at $1.27 per share for a total of $3,950,000. On March 31, 2002, the parties to the purchase and sale agreement executed mutual releases and the 3,100,000 shares of common stock were returned to the Company for cancellation. At the date of return, the shares were valued at $0.05 per share for a total of $155,000. The decline in value of $1.22 per share was recorded as a loss on disposition of $3,795,000.

C. Triton Wellhead Related Assets

In the fiscal year ended March 31, 1999, the Company acquired Triton Wellhead & Manufacturing, Inc., a manufacturer of wellhead and valve devices serving primarily the oil and gas industry.

In connection with that acquisition, the Company acquired land and building in Broussard, Louisiana and inventory, equipment and other assets. These various assets served as collateral for certain promissory notes. The Triton facility became inactive and during the fiscal year ended March 31, 2002, the Triton assets were sold to satisfy the obligations, resulting in litigation and a loss on disposition of $850,127.

D. Other Oil and Gas Assets

The Company chose not to renew certain leases and in other cases was unable to meet certain production requirements and consequently certain assets were charged-off resulting in a miscellaneous loss on disposition of $200,390.

3. PREFERRED STOCK

To date the Company has issued 20,000 shares of Series B Preferred Stock for $20,000 cash at $1.00 per share. The Company also issued 2,392,841 shares of Series AA Preferred Stock for the acquisition of certain Texas oil and gas properties referred to as the Glass Mountains acquisition. The Series AA Preferred Stock was issued at a stated value of $3.00 per share or a total of $7,178,523 and has a liquidation preference of $7,178,523 which is pari passu with the other outstanding issues of preferred stock but superior to the common stock. The Series AA Preferred Stock is convertible into the Company’s common stock at $3.00 per share (1 share of common for 1 share of Series AA Preferred Stock) for a total of 2,392,841 shares of common stock. The asset acquired in exchange for the Series AA Preferred Stock was recorded on the Company’s balance sheet at the market value at the date of acquisition ($0.085 per share) of the common stock into which the Series AA Preferred is convertible, for a carrying value of $203,391 and the excess of the liquidation value over the carrying value, $6,975,132, was charged to paid in capital in excess of par.

In liquidation, the holders of the various series of preferred stock are entitled to receive an amount equal to the stated value of the shares plus declared but unpaid dividends. As of June 30, 2004, the various series of preferred stock have a total liquidating preference superior to the common stock of $7,678,429.

4. COMMITMENTS AND CONTINGENCIES

Leases

The Company’s home office facilities are currently being provided without charge by a corporation owned by the Company’s president. The fair rental value of this space provided is not material.

At June 30, 2004, the Company was not obligated under any noncancelable operating or capital lease agreements.

Litigation

At June 30, 2004, the Company was a party to the legal proceedings set out below. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company.

During the fiscal year 2002, Mineral Ventures, Inc. asserted and perfected a claim in District Court in New Orleans, Louisiana in the amount of $288,400 for future production payments from property in St. John the Baptist Parish, Louisiana previously sold by Mineral Ventures, Inc. to a subsidiary of the Company, Cambridge Offshore LLC. The Company has claimed inadequate service with regard to this claim and is asserting claims against Mineral Ventures Inc. in a separate claim under a separate agreement in the amount of $292,055. These matters remain pending.

Dwayne Bergeron has asserted and perfected a claim against real estate of a subsidiary, Assure Inc. in District Court in Lafayette, Louisiana for obligations against the property which totaled $329,000. There remains a claim by Mr. Bergeron against the Company, its subsidiary and a principal (on guarantees) for additional interest, fees and costs. The Company has asserted a claim for $133,000 paid against these obligations and for losses related to the property in excess of $1 million. These claims remain pending.

During the fiscal year, Larry Hopfinspirger initiated a claim on an outstanding promissory note in the amount of $300,000 secured by property of a subsidiary and a principal, against the Company and the principal on a guarantee in the Circuit Court of Brevard County, Florida. The Company has asserted a defense of usury and liquidation of collateral in a commercially unreasonable manner. This matter remains pending.

During the fiscal year, Larry Adams initiated a claim on an outstanding promissory note in the amount of $15,000 secured by shares of the company and a principal, against the Company and the principal on a guarantee in the Circuit Court of Broward County, Florida. The Company has asserted claims of breach of contract against Mr. Adams and a partner and further asserted a defense of usury. This matter remains pending.

During the fiscal year Mr. Charles Christie perfected a claim on a promissory note against the Company in the amount of $22,000 plus interest in Lake County Circuit Court. This amount remains outstanding.

Moncla Drilling, Inc. had previously perfected a claim against the Company in the approximate amount of $168,000 in the State of Louisiana. In addition claims have been perfected in the State of Louisiana by Proven Fuels, Inc. and by Hibernia Bank N.A.. The Company did not appear in any of these proceedings. There may be other claims such as vendor claims which remain pending but which, prior to 2002, the company considered to be non material amounts, the status of which the company is unaware.

To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than 5% of the Company’s common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

5. RELATED PARTY TRANSACTIONS

Employment and related agreements

In January 1998, the Company entered into an employment agreement with an executive officer which provides for the payment of $150,000 in annual salaries and additional compensation based on annualized gross revenues. The agreement expired in December 2002. Through June 30, 2004, $150,000 had been accrued under this employment agreement and remains unpaid.

Stockholders

During the quarters ended June 30, 2004 and 2003, the Company (and its subsidiaries) received cash advances from several of its stockholders totaling $0 and $1500.

6. MANAGEMENT’S PLAN

The Company’s consolidated financial statements have been presented on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As more fully described below, the liquidity of the Company has been adversely affected by significant losses from operations. The Company reported net losses of $47,000 and $491,095 for the years ended March 31, 2004 and 2003, respectively. As of June 30, 2004, the Company had written-off all its assets and had a working capital deficit and stockholders’ deficit of $4,373,546. These conditions raise substantial doubt about the Company’s ability to continue as a going concern without additional capital contributions. Management’s immediate plans are to restructure the Company’s existing obligations and attempt to raise additional capital and to acquire income producing oil and gas properties.

7. FINANCIAL INSTRUMENTS

The Company’s financial instruments, which potentially subject the Company to credit risks, consist of its cash, accounts receivable and notes payable.

Cash

The Company maintains its cash in bank deposit and other accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts, and does not believe it is subject to any credit risks involving its cash.

8. STOCK OPTIONS AND WARRANTS

The Company uses the intrinsic value method of accounting for stock options. Compensation cost for options granted has not been recognized in the accompanying financial statements because the exercise prices exceeded the current market prices of the Company’s common stock on the dates of grant. The options and warrants expire between April 2003 and June 2009 and are exercisable at prices from $.50 to $2.50 per option or warrant.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The Company is engaged in the business of exploration and development of oil and natural gas reserves through the acquisition and development of properties primarily with proven reserves. The Company’s ability to grow shareholder value through growth of assets, earnings and cash flows is dependent on its ability to acquire and develop commercial quantities of oil and natural gas that can be produced and marketed at a profit. The Company’s ability to accomplish this growth has been adversely affected by a significant reduction in the availability of investment capital, brought about by the significant declines in the economy. In spite of having significant acquisition opportunities over the fiscal year, the Company was not able to avail itself of sufficient funds to take advantage of the opportunities. Company management has continued to pursue the elements of its growth strategies including actively pursuing the acquisition of significant producing properties with development potential which can be exploited with lower cost and with lower risk than unproven prospects; While management has worked toward the successful completion of this plan, sufficient funds have not been obtained to complete it, and there can be no assurance that the intended results will be achieved or that funds will be available to accomplish the plan.

Results of Operations

Three months ended June 30, 2004 compared to June 30, 2003.

The company recorded a net operating loss of $0 for the three month period ended June 30, 2004 compared to a loss for the same period in 2003 of $6,000. General and Administration expenses decreased to $0 from $6,000.

Liquidity

To the extent possbile, the Company expects to finance its future acquisition, development and exploration activities through various means of corporate and project finance and through the issuance of additional securities.

During the last fiscal year, the Company purchased an interest in a geo thermal power firm, North American GeoPower, Inc. in exchange for shares of a subsidiary, Cambridge Power Corporation. Although there was no material impact on the Company’s financial statements, a number of events in the power industry including the legislative mandate of alternative energy use and a general emphasis on alternative energy production, made this an opportunity for the Company to increase its shareholders’ value. The Company distributed shares of North American GeoPower, Inc. to its shareholders in a form of a stock dividend on the basis on one shares of North American GeoPower, Inc. for each 15 shares of the Company’s stock. In addition, an agreement with North American GeoPower, Inc. provides for the future payments to the Company in exchange for its participation. The Company has not yet received any funds and there is no assurance that any funds will be

received from this agreement.

There can be no assurance that sufficient funds will be available to meet the requirements of the Company’s growth strategy or operations.

Material Commitments for Capital Expenditures

The Company has made no additional material commitments during the quarter ended June 30, 2004.

ITEM 3. CONTROL AND PROCEDURES

Within the 90 days prior to the filing date of this Quarterly Report, the issuer carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-14(a) and Rule 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Principal Executive Officer and the Principal Accounting Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) required to be included in this Quarterly Report. There have been no significant changes in our internal controls or in other factors, which could significantly affect such internal controls, subsequent to the date we carried out our evaluation.

ITEM 4 - LEGAL PROCEEDINGS

At June 30, 2004, the Company was a party to the legal proceedings set out below. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company.

During the fiscal year 2002, Mineral Ventures, Inc. asserted and perfected a claim in District Court in New Orleans, Louisiana in the amount of $288,400 for future production payments from property in St. John the Baptist Parish, Louisiana previously sold by Mineral Ventures, Inc. to a subsidiary of the Company, Cambridge Offshore LLC. The Company has claimed inadequate service with regard to this claim and is asserting claims against Mineral Ventures Inc. in a separate claim under a separate agreement in the amount of $292,055. These matters remain pending.

Dwayne Bergeron has asserted and perfected a claim against real estate of a subsidiary, Assure Inc. in District Court in Lafayette, Louisiana for obligations against the property which totaled $329,000. There remains a claim by Mr. Bergeron against the Company, its subsidiary and a principal (on guarantees) for additional interest, fees and costs. The Company has asserted a claim for $133,000 paid against these obligations and for losses related to the property in excess of $1 million. These claims remain pending. During the 2003, Larry Hopfinspirger initiated a claim on an outstanding promissory note in the amount of $300,000 secured by property of a subsidiary and a principal, against the Company and the principal on a guarantee in the Circuit Court of Brevard County, Florida. The Company has asserted a defense of usury and liquidation of collateral in a commercially unreasonable manner. This matter remains pending.

During the 2003, Larry Adams initiated a claim on an outstanding promissory note in the amount of $15,000 secured by shares of the company and a principal, against the Company and the principal on a guarantee in the Circuit Court of Broward County, Florida. The Company has asserted claims of breach of contract against Mr. Adams and a partner and further asserted a defense of usury. This matter remains pending.

During the 2003. Mr. Charles Christie perfected a claim on a promissory note against the Company in the amount of $22,000 plus interest in Lake County Circuit Court. This amount remains outstanding.

Moncla Drilling, Inc. had previously perfected a claim against the Company in the approximate amount of $168,000 in the State of Louisiana. In addition claims have been perfected in the State of Louisiana by Proven Fuels, Inc. and by Hibernia Bank N.A.. The Company did not appear in any of these proceedings. There may be other claims such as vendor claims which remain pending but which, prior to 2002, the company considered to be non material amounts, the status of which the company is unaware.

To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than 5% of the Company’s common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

ITEM 5 - CHANGES IN SECURITIES

NONE

ITEM 6 - DEFAULTS UPON SENIOR SECURITIES

NONE

ITEM 7 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

NONE

ITEM 8 - OTHER INFORMATION

NONE

ITEM 9 - SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to June 30, 2004 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Development

The Company was incorporated under the laws of the State of Nevada on April 9, 1996 as Cambridge Energy Corporation. At inception the Company’s Articles of Incorporation Authorized 2,000,000 Common Shares at $.001 Par Value, and 100,000 Preferred Shares at $.001 Par Value. In June 1997, the Board of Directors approved an amendment to the Company’s Articles of Incorporation increasing the authorized Common Shares of the Company from 2,000,000 to 50,000,000, and increasing the number of authorized Preferred Shares from 100,000 to 25,000,000. At that time the Board also changed the Par Value of each class of stock from $.001 to $.0001 per share. The amended Articles were filed with the State of Nevada on July 7, 1997. The Company then undertook a Private Placement of 1,935,000 of its Common Shares to raise capital for the execution of its business plan. In November 1997, the Company began trading its Common Shares on the OTC Bulletin Board under symbol CNGG.

The Company acquired and managed the development and operation of oil and gas properties with proven reserves until 2003. During 2003 the Company, due to industry conditions for drilling capital, began the disposal of all of its under-performing oil and gas assets. Management began to focus its efforts and resources on opportunities in the environmental industry, with a specific focus on opportunities related to the oil and gas industry. The Company is an independent oil and gas company engaged in the exploration and development of domestic oil and gas properties. It had previously owned oil and gas properties in Louisiana, Texas and Indonesia. Through March 2000, the Company also manufactured certain wellhead control devices. As of March 31, 2003, the Company ceased active operations.

On April 15, 2009 the Company entered an agreement to acquire all of the assets of EnviroXtract, Inc. The Company plans to utilize its technologies to perform environmental remediation applications for oil spills and other hazardous chemical remediation applications. The Company has completed the disposal of interests in wells and discontinued all its oil and gas operations.

On October 17, 2012 the Company acquired 100% ownership in the Gold Star Mine, a major gold and silver mining property in western Nevada. November 19, 2012, the Company changed its name to Mission Mining Company and altered it business strategy to focus entirely on the acquisition and development of large US gold and silver mining properties.

In July 2009, the Company’s Articles of Incorporation were amended to increase the authorized Common shares of the Company from 50,000,000 to 1,000,000,000 and increase the number of authorized Preferred shares from 25,000,000 to 500,000,000. At that time the Company also changed its name to EnviroXtract, Inc.

In March 2010, the Company amended its Articles of Incorporation to increase the authorized Common shares of the Company from 1,000,000,000 to 100,000,000,000. The Company was domesticated in Wyoming on August 23, 2010. On June 8, 2011, the Company decreased the authorized common shares to 50,000,000,000.

On November 19, 2012, the Company changed its name to Mission Mining Company. On December 31, 2012, the Company amended its Articles of Incorporation to decrease the authorized Common shares from 50,000,000,000 to 750,000,000 and increase the par value from $.0000001 to $.001.

The Company operates on a fiscal year-end date of December 31.

On December 4, 2019, the first judicial District Court of Nevada appointed Ben Berry as custodian for the Company, proper notice having been given to the officers and directors of the Company. There was no opposition.

On May 12, 2020, the Company filed a certificate of reinstatement with the state of Wyoming, and appointed Ben Berry as, President, Secretary, Treasurer and Director.

Following a change of control on May 26, 2020, Ben Berry appointed the following directors: Kalyan Pathuri, President; Amit Jain, Treasurer; Naveen Doki, Secretary.

Critical accounting policies and estimates 

Our condensed financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, 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. We continually evaluate our estimates and judgments, our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

Going Concern

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to our ability to continue as a going concern.

Results of Operations

Three months ended June 30, 2004 compared to June 30, 2003.

Revenue

For the three months ending June 30, 2004, the Company generated $0 in revenues. For the three months ended June 30, 2003, the Company generated $6,000 in revenues.

Expenses

For the three months ended June 30, 2004, we incurred operating expenses of $0. For the three months ended June 30, 2003, we incurred operating expenses of $6,000

Net Loss

The company recorded a net operating loss of $0 for the three month period ended June 30, 2004 compared to a loss for the same period in 2003 of $6,000. General and Administration expenses decreased to $0 from $6,000.

Liquidity

To the extent possbile, the Company expects to finance its future acquisition, development and exploration activities through various means of corporate and project finance and through the issuance of additional securities.

During the last fiscal year, the Company purchased an interest in a geo thermal power firm, North American GeoPower, Inc. in exchange for shares of a subsidiary, Cambridge Power Corporation. Although there was no material impact on the Company’s financial statements, a number of events in the power industry including the legislative mandate of alternative energy use and a general emphasis on alternative energy production, made this an opportunity for the Company to increase its shareholders’ value. The Company distributed shares of North American GeoPower, Inc. to its shareholders in a form of a stock dividend on the basis on one shares of North American GeoPower, Inc. for each 15 shares of the Company’s stock. In addition, an agreement with North American GeoPower, Inc. provides for the future payments to the Company in exchange for its participation. The Company has not yet received any funds and there is no assurance that any funds will be received from this agreement.

There can be no assurance that sufficient funds will be available to meet the requirements of the Company’s growth strategy or operations.

Material Commitments for Capital Expenditures

The Company has made no additional material commitments during the quarter ended June 30, 2004.

Off-Balance Sheet Arrangements

As of June 30, 2004 and 2003, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

As of June 30, 2004 and 2003, we did not have any contractual obligations.

Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the three months ended June 30, 2004 and 2003, and are included elsewhere in this registration statement.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are an emerging growth company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. 

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and the Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of December 31, 2019. Based upon that evaluation, the Company’s CEO concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2004 due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.

Management is in the process of determining how best to change our current system and implement a more effective system to insure that information required to be disclosed in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported accurately. Our management intends to develop procedures to address the current deficiencies to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2004, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II

ITEM 1.  LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.  The Company’s property is not the subject of any pending legal proceedings.

ITEM 1A. RISK FACTORS 

We are an emerging growth company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under 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

The following exhibits are included with this report.

SIGNATURE

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

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