MONDIAL VENTURES, INC. - Quarter Report: 2012 March (Form 10-Q)

mnvn10q20120331.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the period ended March 31, 2012

[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period ______ to ______

Commission File Number 001-33202

MONDIAL VENTURES, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	27-441914
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

4625 West Nevso Drive, Suite 2 Las Vegas NV,
	89103
(Address of principal executive offices)	( Zip Code)

Issuer’s telephone number, including area code: (703) 636-0715

None

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

Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes [ ] No [X]

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date100,000,000 Shares of $0.001 par value common stock outstanding as of March 31, 2012.

Mondial Ventures, Inc.
( a Developmental Stage Company)
Consolidated Balance Sheets


	March 31			December 31
	2012			2011
	(unaudited)			(audited)
Assets
Current assets:
Cash and cash equivalents	$	104		$	1,573
Total current assets		104			1,573

Goodwill		104,272			104,272

Total assets	$	104,376		$	105,845



Liabilities and member's capital (deficit)
Current liabilities:
Accounts payable and accrued liabilites	$	155,801		$	155,801
Accrued compensation		360,000			330,000
Interest accrued		60,197			47,747
Notes payable		220,000			220,000
Total current liabilities		795,998			753,548

Stockholders' equity (deficit)
Common stock, $.001 par value; 250,000,000 shares
authorized, 100,000,000 shares issued and outstanding at
March 31, 2012 and December 31, 2011, respectively		100,000			100,000
Additional paid–in capital		72,876			72,876
Deficit		(864,498	)		(820,579	)
Total shareholders' equity		(691,622	)		(647,703	)

Total liabilities and member's capital (deficit)	$	104,376		$	105,845

The accompanying notes are an integral part of these statements.

Mondial Ventures, Inc.

( a Developmental Stage Company)

Consolidated Statement of Operations

(unaudited)


							May 29, 2002
							( inception)
							through
	3-months ended						March 31
	2012			2011			2012

Revenue	$	-		$	-		$	-

Operating expenses
Mineal property acquisition		-			-			16,542
Product development		-			6,250			34,250
Office and general		30,219			112,818			410,139
Professional expense		1,250			136,103			259,653
Marketing		-			73,512			73,512
Compensation expense		-			-			13,330
		31,469			328,683			807,426

Loss from operations		(31,469	)		(328,683	)		(807,426	)

Interest expense		12,450			1,537			57,072

Net loss	$	(43,919	)	$	(330,220	)	$	(864,498	)

Basic and diluted loss per share	$	(0.000	)	$	(0.034	)

Basic weighted average common shares outstanding		100,000,000			9,800,000

Diluted weighted average common shares outstanding		100,000,000			14,003,836

The accompanying notes are an integral part of these statements.

Mondial Ventures, Inc.

( a Developmental Stage Company)

Consolidated Statements of Stockholder's Equity (Deficit)

(unaudited)

					Additional					Total
	Common Stock				Paid-In					Stockholders'
	Shares		Par Value		Capital		Deficit			Equity

Balance at December 31, 2011		100,000	$	100,000	$	72,876	$	(820,579	)	$	(647,703	)

Net loss		-		-		-		(43,919	)		(43,919	)

Balance at March 31, 2012		100,000	$	100,000	$	72,876	$	(864,498	)	$	(691,622	)

The accompanying notes are an integral part of these statements.

Mondial Ventures, Inc.

( a Developmental Stage Company)

Consolidated Statement of Cash Flows

(unaudited)

							May 29, 2002
							( inception)
							through
	3-months ended						March 31
	2012			2011			2012
Cash flows from operating activities
Net loss	$	(43,919	)	$	(330,220	)	$	(864,498	)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Accounts payable and accrued liabilities		-			114,187			168,931
Accrued compensation		30,000			90,000			360,000
Interest accrued		12,450			12,450			57,072
Net cash used by operating activities		(1,469	)		(113,583	)		(278,495	)

Cash flows from investing activities
Acquisition, net of cash acquired		-			-			53
Net cash provided by investing activities		-			-			53

Cash flows from financing activities
Proceeds from notes payable		-			120,000			170,000
Loan from officer/shareholder		-			-			28,337
Loan from related party		-			-			50,609
Issuance of common stock		-			-			29,600
Net cash provided by financing activities		-			120,000			278,546

Increase in cash and cash equivalents		(1,469	)		6,417			104
Cash and cash equivalents at beginning of period		1,573			53			-
Cash and cash equivalents at end of period	$	104		$	6,470		$	104



Supplemental disclosures of cash flow information

Interest paid	$	-		$	-		$	-

Income taxes paid	$	-		$	-		$	-

The accompanying notes are an integral part of these statements.

Mondial Ventures, Inc.

( a Developmental Stage Company)

Notes To Consolidated Financial Statements

(unaudited)

March 31, 2012

Note 1—Organization and Description of Business

Pursuant to an Agreement and Plan of Merger entered into by and between Legacy Athletic Apparel LLC, a Virginia limited liability company ("Legacy") and Mondial Ventures, Inc., a Nevada corporation ("Mondial" or the "Company"), on December 30, 2010, Legacy merged into Mondial, with Mondial being the surviving entity (the "Merger"). As a result of the Merger, Mondial succeeded to the business and acquired all the assets and assumed all the liabilities of Legacy. Each percent of common membership interest of Legacy issued and outstanding were converted automatically into the right to receive 510,000 shares of Mondial common stock, par value $.001 per share or up to an aggregate of 51,000,000 shares of common stock.

Prior to the closing of the Merger, there were 9,800,000 shares of common stock issued and outstanding. Following the closing of the Merger, the Company converted $28,099 of outstanding indebtedness of the Company into 10,670,000 shares of common stock and the Company converted outstanding convertible note indebtedness in the amount of $50,609 into 15,200,000 shares of common stock. In addition, the Company issued 13,330,000 shares of common stock to two director nominees in consideration of their agreement to serve as directors of the Company. Following the completion of the Merger, there were 100,000,000 shares of common stock issued and outstanding.

Legacy was formed on June 23, 2010 and was incorporated under the laws of the Commonwealth of Virginia as a limited liability company with its offices located in Ashburn, Virginia.

Legacy is focused on the design, manufacture, marketing and distribution of fashion-forward contemporary athletic footwear and apparel. The Company intends to build a unique collection of low priced, high quality proven professional athletic footwear and apparel products. In addition, the Company is prepared to augment its product launch with a complementary portfolio of apparels and accessories that will include hats and skull caps, t-shirts, jackets, sweatshirts, and shorts. The Company plans to utilize endorsements from notable National Basketball Association (NBA) and National Football League athletes, announced its initial line of athletic action sportswear at NBA All-Star weekend in Los Angeles, California in February 2011.

In order to minimize cost and deliver a quality brand to the marketplace at an affordable price, the Company will utilize its network of contacts in China and, where appropriate, other Asian countries to secure quality finished goods at an attractive cost. The Company's sales strategy is to hit its target market quickly and pursue retailers in the low and mid tier markets who have national presence. The Company also plans to expand into international markets and additional products lines with limited additional cost through license and sub-license agreements. The Company will also be involved in the creation of new brands and the acquisition of existing brands.

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

Development Stage Company

The Company is a development stage company as defined by ASC 915-10-05, “Development Stage Entity”. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated, since inception, have been considered as part of the Company’s development stage activities.

Unaudited Interim Financial Statements

The interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting

principles generally accepted in the United States of America ("US GAAP") have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate so as to make the information presented not misleading.

These interim financial statements follow the same significant accounting policies and methods of application as the Company's annual consolidated financial statements for the year ended December 31, 2011.

These statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary for a fair presentation of the information contained therein. However, the results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. It is suggested that these consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended December 31, 2011.

Basis of Accounting

The consolidated financial statements of the Company include the accounts of Mondial and its wholly-owned subsidiary Legacy Athletic Apparel, LLC and have been prepared in conformity with generally accepted accounting principles in the United States of America and are stated in US dollars.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of six months or less to be cash equivalents.

At March 31, 2012, the Company maintained its cash balances in one financial institution located in Ashburn, Virginia. The cash account consists of an operating checking account which is insured by the Federal Deposit Insurance Corporation. The Company currently has $104 of funds subject to FDIC protection.

Goodwill

The Company performs annual impairment tests on goodwill in the fourth quarter of each fiscal year, or when events occur or circumstances change that would, more likely than not, reduce the fair value of a reporting unit or an intangible asset with an indefinite life below its carrying value. Events or changes in circumstances that may trigger interim impairment reviews include significant changes in business climate, operating results, planned investments in the reporting unit, or an expectation that the carrying amount may not be recoverable, among other factors. The impairment test requires the Company to estimate the fair value of its reporting units. If the carrying value of a reporting unit exceeds its fair value, the goodwill of that reporting unit is potentially impaired and the Company proceeds to step two of the impairment analysis. In step two of the analysis, the Company measures and records an impairment loss equal to the excess of the carrying value of the reporting unit’s goodwill over its implied fair value should such a circumstance arise.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize the future benefit.

In June 2006, the Financial Accounting Standards Board issued ASC 740-10 (formerly known as FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes), which prescribed a comprehensive model for how an entity should measure, recognize, present, and disclose in its financial statements uncertain tax positions that an organization has taken or expects to take on a tax return. The Company adopted ASC 740-10 as of June 23, 2010. There was no impact to the Company’s financial statements as a result of the implementation of ASC 740-10.

Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive losses per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the basic loss per share equals the dilutive loss per share.

Financial instruments

The Company's financial instruments consist of cash, accounts payable and a note payable. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of those instruments. In management's opinion, the Company is not exposed to significant interest rate, currency exchange rate or credit risk arising from these financial instruments. The Company is not party to any derivative instruments.

Stock Based Compensation

The Company recognizes the services received or goods acquired in a share-based payment transaction as services are received or when it obtains the goods as an increase in equity or a liability, depending on whether the instruments granted satisfy the equity or liability classification criteria [FAS-123®, par.5].

A share-based payment transaction with employees is measured base on the fair value (or, in some cases, a calculated or intrinsic value) of the equity instrument issued. If the fair value of goods or services received in a share-based payment with non-employees is more reliably measurable than the fair value of the equity instrument issued, the fair value of the goods or services received shall be used to measure the transaction. Conversely, if the fair value of the equity instruments issued in a share-based payment transaction with non-employees is more reliably measurable than the fair value of the consideration received, the transaction is measured at the fair value of the equity instruments issued [FAS-123®, par.7].

The cost of services received from employees in exchange for awards of share-based compensation generally is measured at the fair value of the equity instruments issued or at the fair value of the liabilities incurred. The fair value of the liabilities incurred in share-based transactions with employees is remeasured at the end of each reporting period until settlement [FAS-123®, par.10].

Share-based payments awarded to an employee of the reporting entity by a related party or other holder of an economic interest in the entity as compensation for services provided to the entity are share-based transactions to be accounted for under FAS-123® unless the transfer is clearly for a purpose other than compensation for services to the reporting entity. The substance of such a transaction is that the economic interest holder makes a capital contribution to the reporting entity and that entity makes a share-based payment to its employee in exchange for services rendered [FAS-123®, par.11].

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its EITF) and the AICPA are not believed by management to have a material impact on the Company's present or future financial statements.

Note 3—Merger

As mentioned previously, Legacy merged into Mondial, with Mondial being the surviving entity. This transaction was accounted for using the purchase method. The purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill with operating results are included in the Consolidated Statement of Operations since the date of the merger. The cost of the merger was $51,000 and goodwill of $104,272 was recorded.

Note 4—Notes Payable

The Company has an unsecured $50,000 note payable with an individual which was due by September 30, 2010. In accordance with the note agreement, interest is accruing at the rate of 2.5% per month until the amount is paid in full. The note remains unpaid at the time of the filing of the 10-Q.

During the year ended December 31, 2011, the Company entered into five additional notes payable agreements totaling $170,000.

Note 5—Common Stock

The Company is authorized to issue 250,000,000 common shares with a par value of $0.001 and has 100,000,000 shares outstanding as at March 31, 2012 and December 31, 2011

Note 6- Related Party Transactions

The Company neither owns nor leases any real or personal property. An officer of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

Note 7 – Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs. The Company will engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

Note 8- Commitment and Contingency

There is no commitment or contingency to disclose during the period ended March 31, 2012.

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

Forward-Looking Statements

All statements other than statements of historical fact included in Management's Discussion and Analysis of Financial Condition and Results of Operations" which follows, are forward-looking statements. Forward-looking statements involve various important assumptions, risks, uncertainties and other factors which could cause our actual results to differ materially from those expressed in such forward-looking statements. Forward-looking statements in this discussion can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "plan," "intend," "may," "should" or the negative of these terms or similar expressions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievement. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors including but not limited to, competitive factors and pricing pressures, changes in legal and regulatory requirements, cancellation or deferral of customer orders, technological change or difficulties, difficulties in the timely development of new products, difficulties in manufacturing, commercialization and trade difficulties and general economic conditions as well as the factors set forth in our public filings with the Securities and Exchange Commission.

You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report or the date of any document incorporated by reference, in this Quarterly Report. We are under no obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We intend to become a leading developer, marketer and distributor of branded performance apparel, footwear and accessories. We began operations in July 2010 as Legacy Athletic Apparel LLC and then merged with Mondial Ventures, Inc. on December 30, 2010. We plan to sell our products worldwide and have them worn by athletes at all levels, from youth to professional, on playing fields around the globe, as well as by consumers with active lifestyles.

We believe there is an increasing recognition of the benefits of an active lifestyle as well an increasing popularity in American sports. We believe this trend provides us with an expanding consumer base for our products. We also believe there is a continuing shift in consumer demand from traditional non-performance products to sports performance products as well as sports-related styles. We believe that these shifts in consumer preferences and lifestyles are not unique to the United States, but are occurring in a number of markets globally, thereby increasing our opportunities to introduce our performance products to new consumers.

Although we believe these trends will facilitate our growth, we also face potential challenges that could limit our ability to take advantage of these opportunities, including, among others, the risk of general economic or market conditions that could affect consumer spending and the financial health of our retail customers. In addition, we may not be able to effectively manage our growth and a more complex business. We may not consistently be able to anticipate consumer preferences and develop new and innovative products in a timely manner that meets changing preferences. Furthermore, our industry is very competitive, and competition pressures could cause us to reduce the prices of our products or otherwise affect our profitability. We also rely on third-party suppliers and manufacturers outside the U.S. to provide fabrics and to produce our products, and disruptions to our supply chain could harm our business. For a more complete discussion of the risks facing our business, refer to “Risk Factors.”

Mining Operations

Legacy – Mondial Merger

Pursuant to an Agreement and Plan of Merger dated as of December 14, 2010, entered into by and between Legacy Athletic Apparel LLC, a Virginia limited liability company and Mondial Ventures, Inc., a Nevada corporation, on December 30, 2010, Legacy merged into Mondial, with Mondial being the surviving entity. As a result of the merger, Mondial succeeded to the business and acquired all the assets and assumed all the liabilities of Legacy.

Historical Mining Operations

Mondial Ventures, Inc. was incorporated in the State of Nevada on May 29, 2002. Prior to the merger, we were an exploration stage mineral company engaged in the acquisition, and exploration of mineral properties with a view to exploiting any mineral deposits we would discover and that demonstrated economic feasibility. Prior to December 15, 2010, we owned a 100% interest in four contiguous mineral claims collectively known as the Q29 property. The claims expired on December 15, 2010, and in light of our determination to change our business as contemplated in the merger, we did not re-stake the claims.

Results of Operations for the Quarter Ended March 31, 2012

We did not earn any revenues during the quarter ending March 31, 2012. At March 31, 2012, we had an accumulated deficit of $864,498 and a working capital deficiency of $795,894.

For the quarter ended March 31, 2012, our operating expenses consisted of $1,250 in professional fees and, $30,219 in office and general costs.

As of March 31, 2012, we had $104 in cash and liabilities totaling $795,998 consisting of accounts payable and accrued liabilities of $155,801, interest accrued of $60,197 and accrued compensation of 360,000 and a $220,000 notes payable due to unrelated parties.

We had not generated any revenue from inception to March 31, 2012 and are dependent upon obtaining financing to pursue our proposed business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern. Effective December 30, 2010, we merged with Legacy Athletic Apparel LLC and have changed our business to the athletic footwear, apparel and accessories business.

General – Footwear, Apparel and Accessories

Revenue and Expenses

We are currently a development stage company. We do not yet have any revenues. We are still devoting substantially all of our efforts on establishing the business and our planned principal operations have not commenced. We expect our revenues to be comprised of both net sales and license revenues. Net sales will comprise sales from our primary product categories, which are apparel, footwear and accessories.

Our selling, general and administrative expenses will consist of costs related to marketing, selling, product innovation and supply chain and corporate services. Personnel costs are included in these categories based on the employees’ function. Personnel costs will include salaries, benefits and incentive and stock-based compensation expense related to the employee. Our marketing costs are an important driver of our growth. We expect marketing costs to consist primarily of commercials, print ads, league, team, player and event sponsorships, amortization of footwear promotional rights and depreciation expense specific to our in-store fixture program.

No Revolving Credit

We do currently have a revolving (or other) credit facility with any lending institutions.

Long Term Debt

We currently do not have any long-term debt agreements.

Financial Position, Capital Resources and Liquidity

We will require additional funding in order to proceed with proposed product development and to cover administrative costs. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock as well as from debt financing. We are currently in discussions with individuals and investment brokerage firms as part of our plan to raise- up to $1.5 million for fiscal year 2011. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or from debt financing.

Since January 1, 2011, we have raised $120,000 through short-term debt arrangements. These sums were expended for marketing costs such as advertising, event sponsorship, and hiring of a public relations firm to launch the recognition of our company at 2011 NBA All-Star Weekend in Los Angeles, California. The marketing campaign was specifically designed to appeal to our demographic, i.e., the fashion-conscious consumer interested in athletic gear suitable for wear both on the field and out on the town. Our company and our CEO, Rodney Henry, were featured in publications such as USA Today, Inc. Magazine, LA Business Journal and Yahoo News. The events sponsored by us were well-attended and we believe highly successful. Our events and the press coverage we received generated inquiries and interest from retailers, vendors, potential investors and technology companies.

Our cash reserves are not sufficient to meet our obligations for the next 12-month period. As a result, we are currently seeking additional funding through both equity and debt arrangements. Our plan includes discussions with individuals and investment brokerage firms. At this time, we cannot provide investors with any assurance that we will be able to secure sufficient funding from the sale of our common stock or debt arrangements to meet our obligations over the next 12 months. We currently do not have any arrangements in place for any future equity financing.

We also intend to seek debt financing by way of bank loan, line of credit, trade financing or otherwise. We may also seek financing through a factor. We are, however, not yet in a favorable position to secure these arrangements as we do not yet have any orders or revenue.

We are also considering various joint venture agreements with technological companies that have developed new technologies that will enhance the performance and look of our products. In addition, we are in discussions with celebrities who currently have licensed product in stores as well as owners of recognized trademarks for lifestyle and athletic products. While we do not anticipate that such arrangements are likely to provide cash funding, they will enhance our portfolio and increase our appeal to potential investors.

If we are unable to arrange additional financing, our business plan will fail and operations will cease.

Contractual Commitments and Contingencies

We intend initially lease space, office facilities, and certain equipment under non-cancelable operating and capital leases. We expect to also enter into employment agreements with designers and other personnel necessary for the development and distribution of our product. We will also enter into sponsorships of individual athletes, sports teams and athletic events and other marketing commitments in order to promote our brand.

Critical Accounting Policies and Estimates

The consolidated financial statements of the Company include the accounts of Mondial Ventures, Inc. and Legacy Athletic Apparel, LLC and have been prepared in conformity with generally accepted accounting principles in the United States of America and are stated in US dollars.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 under the Exchange Act and therefore we are not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES

Management is responsible for the preparation, integrity and objectivity of the financial information included in this annual report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts. Although the financial statements reflect all available information and management’s judgment and estimates of current conditions and circumstances, and are prepared with the assistance of specialists within and outside the Company, actual results could differ from those estimates. Management has established and maintains an internal control structure to provide reasonable assurance that assets are safeguarded against loss from unauthorized use or disposition that the accounting records provide a reliable basis for the preparation of financial statements, and that such financial statements are not misstated due to material fraud or error. Internal controls include the careful selection of employees, the proper segregation of duties and the communication and application of formal policies and procedures that are consistent with high standards of accounting and administrative practices. An important element of this system is a comprehensive internal audit and loss prevention program. Management continually reviews, modifies and improves its systems of accounting and controls in response to changes in business conditions and operations and in response to recommendations by the independent registered public accounting firm and reports prepared by the internal auditors. Management believes that it is essential for the Company to conduct its business affairs in accordance with the highest ethical standards and in conformity with the law. This standard is described in the Company’s code of ethics, which is publicized throughout the Company.

As of the end of the period covered by this Form 10-Q for quarter ended March 31 2011, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Principal Executive Officer and Principal Financial and Accounting Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) are effective and designed to ensure that information required to be disclosed in periodic reports filed with the SEC is recorded, processed, summarized and reported within the time period specified. Our principal executive officer and principal financial officer also concluded that our controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to management including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Currently, and from time to time, we are involved in litigation incidental to the conduct of our business. We are not a party to any lawsuit or proceedings that, in the opinion of our management and based on consultation with legal counsel, is likely to have a material adverse effect on our financial position or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our Form 10-K for the fiscal year ended December 31, 2011.

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

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

31.1	Certification pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 INS	XBRL Instance Document*

101 SCH	XBRL Schema Document*

101 CAL	XBRL Calculation Linkbase Document*

101 LAB	XBRL Labels Linkbase Document*

101 PRE	XBRL Presentation Linkbase Document*

101 DEF	XBRL Definition Linkbase Document*

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 14, 2012

Mondial Ventures, Inc.

/s/ Robert Fiallo

Robert Fiallo

Chief Executive Officer and

Chairman of the Board of Directors