High Desert Holding Corp. - Quarter Report: 2017 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934

For the quarterly period ended: September 30, 2017

or

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from _____________ to _____________.

Commission file number: 333-212527

HIGH DESERT HOLDING CORP.

(Exact name of registrant as specified in its charter)

865 Tahoe Boulevard, Suite 302

Incline Village, Nevada 89451

(Address of principal executive offices)

(775) 298-2856

(Registrant's telephone number, including area code)

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

None

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

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one)

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 x

The number of shares of the issuer's common stock issued and outstanding as of November 9, 2017 was 37,990,000 shares.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

HIGH DESERT HOLDING CORP.

BALANCE SHEETS

(Unaudited)

The accompanying notes are an integral part of these financial statements

HIGH DESERT HOLDING CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these financial statements

HIGH DESERT HOLDING CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these financial statements

HIGH DESERT HOLDING CORP.

Notes to the Unaudited Condensed Financial Statements

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

High Desert Holding Corp. (the “Company”) was organized in the state of Nevada in September 2013. The Company is a precious and non-precious mineral exploration company. The Company is initially focused on identifying both public and privately held land that have historically demonstrated commercially viable resources primarily located in the Western United States, particularly Nevada.

The Company has mineral properties located in Nevada, but has not yet determined whether these properties contain a viable resource. Future exploration and development of this and any other properties will be dependent upon the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreements to complete the development of the properties and upon the ability to raise additional capital.

The interim condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. For further information, refer to the financial statements and footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and financial instruments which mature within three months of the date of purchase. As of September 30, 2017 and December 31, 2016, the Company did not have any cash equivalents.

Use of Estimates

The preparation of financial statements 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 revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  Financial assets are marked to bid prices and financial liabilities are marked to offer prices.  The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.  In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.

Fair value measurements do not include transaction costs.  A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values.  Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.  The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Recently Issued Accounting Pronouncements

There are no newly issued accounting pronouncements that the Company expects to have a material impact on its financial position, results of operations, or cash flows.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  Since inception, the Company has not identified any proven or probable reserve and correspondingly has not generated any revenue during its exploration stage.  This raises substantial doubt about the Company’s ability to continue as a going concern. These financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. The Company needs to raise additional funds to continue as a going concern.

NOTE 4. MINERAL PROPERTY

Kibby Flats

The Company has ten (10) unpatented mining claims commonly referred to as Kibby Flats located in Esmerelda County, Nevada with estimated value of $80,000.

QR Claims

The Company has fifty (50) unpatented mining claims commonly referred to as the “QR Claims 1-50” located in Humboldt County, Nevada with an estimated value of $617,143.

NOTE 5. MINING EQUIPMENT

In February 2017, the Company sold mining equipment with a carrying value of $79,678 for a gross sales price of $50,000. As part of the sale, the Company incurred commissions totaling $2,825 included in the loss on sale of $32,503.

NOTE 6. STOCKHOLDERS’ EQUITY

Common Stock

The Company is authorized to issue 70,000,000 shares of common stock with a par value of $0.001 per share. As of September 30, 2017, the Company had a total of 37,990,000 shares issued and outstanding. The following provides information for the shares of restricted and unregistered shares of common stock that we issued from January 1, 2017 through September 30, 2017.

In January 2017, the Company issued 25,000 shares of common stock at $0.20 per share for cash proceeds totaling $5,000.

NOTE 7. RELATED PARTY TRANSACTIONS

In August 2013 our founder, former officer and director, and significant shareholder, Marty Weigel, loaned us $9,000 to fund the start-up of our initial operations. Mr. Weigel has agreed to not accrue interest on the loan and has informally agreed to defer re-payment of the loan until such time as we have acquired a more stable source of funding.

During the period ended September 30, 2017, we paid Ingenium Accounting Associates, an accounting Firm controlled by Marty Weigel, $16,009 to settle the total balance owed as of December 31, 2016 related to payments made on our behalf to maintain our regulatory filings with the State of Nevada, and pay for operating expenses.

As of September 30, 2017, we owed Mr. Kersey, our Chief Executive and Financial Officer, $13,914 for administrative and travel expenses paid on our behalf. During the period ended September 30, 2017, we repaid Mr. Kersey $24,500 related to expenses paid by him on our behalf, of which were incurred since his appointment. Mr. Kersey has agreed to defer repayment of the currently outstanding obligations until the Company’s cash resources significantly increase.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, Unaudited Financial Statements, and Notes to Unaudited Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations, and financial conditions. All forward-looking statements are based on management's existing beliefs about present and future events outside of management's control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected, or intended.  We undertake no obligation to publicly update or revise any forward-looking statements to reflect actual results, changes in expectations or events or circumstances after the date this Quarterly Report on Form 10-Q is filed.

When this report uses the words "we," "us," "our," or "HDHC" and the "Company," they refer to High Desert Holding Corp.

Overview

Since our inception in 2013, we have been engaged in the identification, potential acquisition, and on-going exploration of precious and non-precious mineral properties located in the Western United States with an initial emphasis in Nevada. Until May 2015, we did not have patented or unpatented mineral claims and our activities only consisted of initial discussions and due diligence sample testing.

We currently hold ten (10) unpatented mining claims located in Esmeralda County, Nevada, commonly known as "Kibby Flats Property". We also hold fifty (50) unpatented mining claims commonly referred to as the "QR Property" located in Humboldt County, Nevada.

Funding permitted, we expect to devote the majority of our efforts permitting and exploring the QR Property. Since the end of the fiscal year ended December 31, 2016 and through the date of this report, we were unable to commence material field activities due to heavy snowfall and our lack of financial resources.

On March 8, 2017, BLM issued a decision declaring mining claims NMC1027694-NMC1027703, NMC1036623-NMC1036632, NMC1090058-NMC1090077, and NMC1093409-NMC1093418 (collectively, the "QR Claims") abandoned and void as of December 30, 2016, for failure to file an affidavit of assessment work. On March 29, 2017, the Company filed a notice of appeal, request for stay, and statement of reasons, appealing BLM's decision. Subsequently, legal counsel for BLM reviewed the case file and, on April 3, 2017, filed a motion to vacate and remand this matter with the United States Department of the Interior, Office of Hearings and Appeals, Interior Board of Land Appeals (the "Appeals Board"). That motion contained BLM's request that the Appeals Board vacate its March 8, 2017 decision declaring the mining claims void for failure to file an affidavit of assessment work because BLM subsequently determined that was an incorrect statement of the basis to void the claims. The Company received a ruling from the Appeals Board granting BLM's motion to vacate on May 16, 2017.

Despite vacating the prior voiding of the QR Claims, BLM issued a new decision on May 16, 2017 that was dated retroactively to March 8, 2017 and again declared that the QR Claims were void. However, in this decision, BLM changed its argument to failure to pay maintenance fees for the 2016 assessment year. Again, there was an appeal proceeding available concerning BLM's new decision. However, after reviewing all reasonable options, the Company decided to forego an appeal and protect the QR Claims by filing a mining notice of location on all fifty (50) QR Claims. Incidentally, and despite BLM's purported basis for voiding the QR Claims, the Company had timely paid maintenance fees in the amount of $9,300 in August of 2016, which were ultimately refunded by BLM to the Company in July 2017 after the time passed for the Company to appeal the May 16, 2017 decision. To the best knowledge of the Company, there are no outstanding legal matters concerning the QR Claims, and the QR Claims have been protected without interruption of claim status or lease ownership by the Company.

Results of Operations

Revenues

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

Operating Expenses

For the three and nine months ended September 30, 2017 our exploration and development costs decreased by approximately $6,000 and $57,000, respectively, from the comparable periods in 2016. The decrease relates to financial restraints preventing us from commencing material exploration activities, and a refund of our previously paid claim fees to the BLM totaling $9,300. As our funding permits, we expect to incur increasing exploration costs for at least the next twelve months.

During the three and nine month periods ended September 30, 2017, our general and administrative costs remained relatively flat compared to the prior year as a result of our financial restraints causing our overall operating activities to be limited. The slight increase in each period ended September 30, 2017 relate to increased compliance costs.

During the nine months ended September 30, 2017, we sold a piece of mining equipment that we believe was not critical to our planned exploration activities. The sale provided net cash proceeds of approximately $47,000 and we recognized a loss on the sale of approximately $33,000. We did not sell any equipment during the comparable periods ended September 30, 2016, and do not have current plans to sell other mining equipment, however, management periodically reviews our exploration equipment needs.

Liquidity and Capital Resources

As of September 30, 2017, the Company had a working capital deficit of approximately $114,000. Current liabilities as of September 30, 2017 approximated $114,000. Nearly all current obligations due, inclusive of approximately $90,000 of director fees, are held by related parties that informally agreed to defer payment until the Company’s financial resources improve (however, they are under no formal obligation to continue to do so).

During the quarter ended September 30, 2017 our cash used in operations primarily consisted of paying down previously incurred obligations totaling approximately $15,000 and continuing to incur operating expenses included in our net loss.

During the nine months ended September 30, 2017, we sold mining equipment and received net proceeds of approximately $47,000. We used these proceeds to fund the paydown of our operating obligations as discussed above. Our future investing activities will be dependent upon our ability to execute our operating plans.

During the nine months ended September 30, 2017, we received $5,000 from the sale of 25,000 shares of unrestricted common stock.

Our current available capital reserves are not sufficient for the Company to remain operational. We require additional equity and / or debt financing to implement our exploration and other business plans.

Our auditors have issued a "going concern" opinion on our financial statements for the year ended December 31, 2016, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed one or more financings and implemented our plan of operations. Our only source for cash at this time is investments by others and short-term cash advances from our sole officer and other affiliates, who have no obligations to do so.

We have achieved success in using shares of our restricted and unregistered shares of common stock in making capital asset acquisitions including mining equipment and mineral properties. We expect to continue to issue shares for certain future capital acquisitions and to compensate certain officers, directors, and other consultants; however, there is no guarantee we will be able to do so at terms favorable to our operating plans or at all.

Critical Accounting Policies

Our Unaudited Financial Statements and Notes to Unaudited Financial Statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses. We continually evaluate the accounting policies and estimates used to prepare the condensed financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our Annual Report on Form 10-K for the year ended December 31, 2016.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

As a "smaller reporting company" (as defined by Item 10 of Regulation S-K), the Company is not required to provide the information required by this item.

Disclosure Controls and Procedures (Item 307)

The Company's management, including its Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of September 30, 2017, the date of the Company's most recently completed fiscal quarter end. 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 and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective, as of September 30, 2017, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms due to limited segregation of duties, lack of independent directors, and no written internal control procedure manual. The Company plans to address the weaknesses in controls as soon as the Company determines that the financial situation allows the Company to expend its currently limited resources to mitigate the weaknesses in controls.

Changes in Internal Control over Financial Reporting. (Item 308)

There were no material changes in our internal control over financial reporting during the quarter ended September 30, 2017, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

On March 8, 2017, BLM issued a decision declaring mining claims NMC1027694-NMC1027703, NMC1036623-NMC1036632, NMC1090058-NMC1090077, and NMC1093409-NMC1093418 (collectively, the "QR Claims") abandoned and void as of December 30, 2016, for failure to file an affidavit of assessment work. On March 29, 2017, the Company filed a notice of appeal, request for stay, and statement of reasons, appealing BLM's decision. Subsequently, legal counsel for BLM reviewed the case file and, on April 3, 2017, filed a motion to vacate and remand this matter with the United States Department of the Interior, Office of Hearings and Appeals, Interior Board of Land Appeals (the "Appeals Board"). That motion contained BLM's request that the Appeals Board vacate its March 8, 2017 decision declaring the mining claims void for failure to file an affidavit of assessment work because BLM subsequently determined that was an incorrect statement of the basis to void the claims. The Company received a ruling from the Appeals Board granting BLM's motion to vacate on May 16, 2017.

Despite vacating the prior voiding of the QR Claims, BLM issued a new decision on May 16, 2017 that was dated retroactively to March 8, 2017 and again declared that the QR Claims were void. However, in this decision, BLM changed its argument to failure to pay maintenance fees for the 2016 assessment year. Again, there was an appeal proceeding available concerning BLM's new decision. However, after reviewing all reasonable options, the Company decided to forego an appeal and protect the QR Claims by filing a mining notice of location on all fifty (50) QR Claims. Incidentally, and despite BLM's purported basis for voiding the QR Claims, the Company had timely paid maintenance fees in the amount of $9,300 in August of 2016, which were ultimately refunded by BLM to the Company in July 2017 after the time passed for the Company to appeal the May 16, 2017 decision. To the best knowledge of the Company, there are no outstanding legal matters concerning the QR Claims, and the QR Claims have been protected without interruption of claim status or lease ownership by the Company.

As a "smaller reporting company" (as defined by Item 10 of Regulation S-K), the Company is not required to provide the information required by this item.

None.

None.

There were no mining operations during the nine month period ended September 30, 2017.

None.

The following exhibits are filed with this Quarterly Report on Form 10-Q.

__________________

* This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.

** XBRL (Extensible Business Reporting Language) information (i) is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, (ii) is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and (iii) otherwise is not subject to liability under these sections.

SIGNATURES*

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.