NextPlay Technologies Inc. - Quarter Report: 2008 August (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED August 31, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 000-52669
MAXIMUS EXPLORATION
CORPORATION
(Exact name of registrant as specified in its
charter)
NEVADA
(State or other jurisdiction of
incorporation or organization)
#8-26 Zivova Street
Ternopil, Ukraine
282001
(Address of principal executive offices and Zip
Code)
011380352520416
(Registrant's telephone
number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [x] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
[ ] |
Accelerated filer |
[ ] |
|
Non-accelerated filer |
[ ] |
Smaller reporting company |
[x] |
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
YES [x] NO [
]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,511,500 as of October 1, 2008.
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PART I – FINANCIAL INFORMATION
Maximus Exploration Corporation
(An Exploration Stage
Company)
August 31, 2008
| Index | |
| Balance Sheets (unaudited) | 3 |
| Statements of Expenses (unaudited) | 4 |
| Statements of Cash Flows (unaudited) | 5 |
| Notes to the Financial Statements (unaudited) | 6 |
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| Maximus Exploration Corporation |
| (An Exploration Stage Company) |
| Balance Sheets |
| (Unaudited) |
| August 31, | February 29, | |||||
| 2008 | 2008 | |||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash | $ | 719 | $ | 15,981 | ||
| Total Assets | $ | 719 | $ | 15,981 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||
| Current Liabilities | ||||||
| Accounts payable | $ | 6,002 | $ | 7,890 | ||
| Due to related parties | 43,047 | 43,047 | ||||
| Total Liabilities | 49,049 | 50,937 | ||||
| Stockholders’ Deficit | ||||||
| Common Stock, 100,000,000 shares authorized, $0.00001 par value | ||||||
| 5,511,500 and 5,511,500 shares issued and outstanding, respectively | 55 | 55 | ||||
| Additional Paid-in Capital | 81,351 | 75,722 | ||||
| Deficit Accumulated During the Exploration Stage | (129,736 | ) | (110,733 | ) | ||
| Total Stockholders’ Deficit | (48,330 | ) | (34,956 | ) | ||
| Total Liabilities and Stockholders’ Deficit | $ | 719 | $ | 15,981 |
The accompanying notes are an integral part of these unaudited financial statements
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| Maximus Exploration Corporation |
| (An Exploration Stage Company) |
| Statements of Expenses |
| (Unaudited) |
| Period From | |||||||||||||||
| December 29, | |||||||||||||||
| 2005 | |||||||||||||||
| (Inception) | |||||||||||||||
| For the Three Months Ended | For the Six Months Ended | Through | |||||||||||||
| August 31, 2008 | August 31, 2007 | August 31, 2008 | August 31, 2007 | August 31, 2008 | |||||||||||
| Expenses | |||||||||||||||
| General and administrative | $ | 8,941 | $ | 4,370 | $ | 17,874 | $ | 6,618 | $ | 119,754 | |||||
| Impairment of mineral property costs | - | - | - | - | 3,776 | ||||||||||
| Interest expense | - | 800 | 1,129 | 1,517 | 6,206 | ||||||||||
| Total Expenses | 8,941 | 5,170 | 19,003 | 8,135 | 129,736 | ||||||||||
| Net Loss | $ | (8,941 | ) | $ | (5,170 | ) | $ | (19,003 | ) | $ | (8,135 | ) | $ | (129,736 | ) |
| Net Loss Per Share – Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | n/a | ||
| Weighted Average Shares Outstanding | 5,511,500 | 5,000,000 | 5,511,500 | 5,000,000 | n/a | ||||||||||
The accompanying notes are an integral part of these unaudited financial statements
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| Maximus Exploration Corporation |
| (An Exploration Stage Company) |
| Statements of Cash Flows |
| (Unaudited) |
| Accumulated from | |||||||||
| Six Months | Six Months | December 29, 2005 | |||||||
| Ended | Ended | (Date of Inception) | |||||||
| August 31, | August 31, | to August 31, | |||||||
| 2008 | 2007 | 2008 | |||||||
| Operating Activities | |||||||||
| Net loss | $ | (19,003 | ) | $ | (8,135 | ) | $ | (129,736 | ) |
| Adjustments to reconcile net loss to net cash used in operating | |||||||||
| activities | |||||||||
| Donated consulting services and expenses | 4,500 | 4,500 | 24,000 | ||||||
| Imputed interest | 1,129 | 1,517 | 6,207 | ||||||
| Changes in operating assets and liabilities | |||||||||
| Increase (decrease) in accounts payable | (1,888 | ) | - | 6,001 | |||||
| Increase in accrued liabilities | - | - | - | ||||||
| Net Cash Provided by (Used in) Operating Activities | (15,262 | ) | (2,118 | ) | (93,528 | ) | |||
| Financing Activities | |||||||||
| Increase in due to related parties | - | 2,134 | 43,047 | ||||||
| Proceeds from the issuance of common stock | - | - | 51,200 | ||||||
| Net Cash Provided by Financing Activities | - | 2,134 | 94,247 | ||||||
| Increase (Decrease) in Cash | (15,262 | ) | 16 | 719 | |||||
| Cash – Beginning of Period | 15,981 | 36 | - | ||||||
| Cash – End of Period | $ | 719 | $ | 52 | $ | 719 | |||
| Supplemental Disclosures: | |||||||||
| Interest paid | $ | – | $ | – | $ | – | |||
| Income taxes paid | – | – | – |
The accompanying notes are an integral part of these unaudited financial statements
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| 1. |
Summary of Significant Accounting Policies |
|
a) Basis of Presentation | |
|
The accompanying unaudited interim financial statements of Maximus have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Maximus’ audited 2008 annual financial statements and notes thereto contained in Maximus’ Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in Maximus’ fiscal 2008 financial statements have been omitted. | |
| 2. |
Going Concern |
|
These financial statements have been prepared on a going concern basis, which implies Maximus will continue to realize its assets and discharge its liabilities in the normal course of business. Maximus has never generated revenues since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of Maximus as a going concern is dependent upon the continued financial support from its shareholders, the ability of Maximus to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As of August 31, 2008, Maximus has accumulated losses since inception. These factors raise substantial doubt regarding Maximus’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Maximus be unable to continue as a going concern. | |
| 3. |
Related Party Transactions |
|
During the quarter ended August, 2008 the Company recognized a total of $1,500 for donated services at $500 per month and $750 for donated rent at $250 per month provided by the President and Director of Maximus. | |
| 4. |
Subsequent Events |
|
On September 5, 2008, Randy Doherty transferred 3 million common stock shares to Andriy Volianuk at $.00001 per share ($30). Robert Robertson transferred 2 million common stock shares to Andriy Volianuk at $.00001 per share ($20). On September 5, 2008, Randy Doherty and Robert Robertson resigned as directors. Andriy Volianuk replaced Doherty and Robertson as President and Board of Directors. |
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Plan of Operation
We are a start-up, exploration stage company and have not yet generated or realized any revenues from our business operations.
Our auditors issued a going concern opinion during the fiscal 2008 audit. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point.
We may be conducting research in the form of exploration on one property. We do not own the property, we only have the right to explore the property. We are not going to buy or sell any plant or significant equipment during the next twelve months.
Our exploration target is to find a molybdenum mineralization. Our success depends upon finding mineralized material. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. This includes a determination by a consultant that the property contains reserves. We have conducted limited exploration activity on the property in the form of geological reconnaissance. As of the date hereof, we have not discovered mineralized material.
We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price increases in services.
To become profitable and competitive, we must remove and sell mineralized material.
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Milestones
Due to the uneconomic findings of the exploration program performed on our property, we are looking at other possible opportunities.
Liquidity and Capital Resources
If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.
We acquired the right to explore one property containing six claims. We do not own the property. The property is staked and we have conducted exploration on the property in the form of geological reconnaissance. We did not find mineralized material.
In December 2005, we issued 5,000,000 shares of common stock to our officers and directors pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1993. The purchase price of the shares was $50. This was accounted for as an acquisition of shares. Randy Doherty covered our initial expenses of $19,315 for incorporation, accounting and legal fees and $3,776 for the acquisition of the claims. The amount owed to Mr. Doherty is non-interest bearing, unsecured and due on demand. The agreement with Mr. Doherty is oral and there is no written document evidencing the agreement.
On October 22, 2007, we sold 511,500 shares of common stock at $0.10 per share in our public offering for total proceeds of $51,150.
As of August 31, 2008, our total assets were $719 and our total liabilities were $49,049.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting 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
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted 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
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disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our President has concluded that the Company's disclosure controls and procedures were not effective because of the identification of a material weakness in our internal control over financial reporting which we view as an integral part of our disclosure controls and procedures. The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our President does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the company's lack of working capital to hire additional staff. To remedy this material weakness, we intend to engage another accountant to assist with financial reporting as soon as our finances will allow.
Changes in Internal Control
We have also evaluated our internal controls for financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On April 9, 2007, the Securities and Exchange Commission declared the post-effective amendment to our Form SB-2 Registration Statement effective, file number 333-136630, permitting us to offer up to 500,000 shares of common stock minimum, 2,000,000 shares of common stock maximum at $0.10 per share. There is no underwriter involved in our public offering.
On October 22, 2007, we sold 511,500 shares of common stock at $0.10 per share in our public offering for total proceeds of $51,150. We have used the proceeds as follows:
| Bank charges | $ | 241 | |
| G&A | $ | 2,475 | |
| Stock transfer fee | $ | 15,097 | |
| Accounting | $ | 13,816 | |
| Mining Exploration | $ | 3,363 | |
| Legal Fees | $ | 16,158 | |
| TOTAL | $ | 51,150 |
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ITEM 6. EXHIBITS.
The following documents are included herein:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 1st day of October, 2008.
MAXIMUS EXPLORATION CORPORATION
(Registrant)
BY: /s/ Andriy Volianuk
Andriy Volianuk
President, Principal Executive Officer, Treasurer,
Principal Financial Officer, and Principal
Accounting Officer
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EXHIBIT INDEX