XTREME FIGHTING CHAMPIONSHIPS, INC. - Quarter Report: 2009 June (Form 10-Q)
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 quarterly period ended June 30, 2009
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number 333-140177
DUKE MOUNTAIN RESOURCES, INC AND SUBSIDIARY
(Exact name of Small Business Issuer as specified in its charter)
Nevada | 98-0503336 |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
6805 Sundance Trail, Riverside, CA 92506
(Address of principal executive offices)
(951) 907-9911
(Issuer's telephone number)
Common Stock, $0.001 par value per share
(Title of Each Class)
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. [ X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definition 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
There were 12,180,000 common shares outstanding of as of August 12, 2009.
CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED CONSOLIDATED BALANCE SHEETS
PAGE 1
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
PAGE 2
UNAUDITED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’
PAGE 3
EQUITY
UNAUDITED CONSOLIDATED STATEMENTS OF CASHFLOWS
PAGE 4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE 5-8
ITEM 2. MANAGEMENT’S DISCUSSION AND
PAGE 8-10
ANALYSIS AND RESULTS OF OPERATIONS
ITEM 4.T CONTROLS AND PROCEDURES
PAGE 10
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
PAGE 10
ITEM 1A. RISK FACTORS
PAGE 10-15
ITEM 2. UNREGISTERED SALES OF EQUITY
PAGE 15
SECURITIES AND USE OF PROCEEDS
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
PAGE 15
ITEM 4. SUBMISSION OF MATTERS TO VOTE
PAGE 15
OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
PAGE 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
PAGE 16
SIGNATURES
PAGE 17
DUKE MOUNTAIN RESOURCES, INC AND SUBSIDIARY
(an exploration stage company)
CONSOLIDATED BALANCE SHEETS
June 30, 2009 and December 31, 2008
June 30, 2009 December 31, 2008
(unaudited)
ASSETS
Current Assets
Cash & cash equivalents
$
300,136
$
341,872
________________ _______________ Total current assets 300,136 341,872
Mineral rights
15,000
40,000
Loan Receivable
20,000
Less allowance for doubtful accounts (20,000) ________________ ________________
Total assets
$
315,136
$
381,872
_________________
________________
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable
$
100
$ -
________________
_______________ Total current liabilities 100 -
Stockholders’ Equity
Common stock, $0.001 par value: Authorized: 76,000,000 shares,
Issued and outstanding: 12,180,000 shares
12,180
12,180
Additional paid-in capital
519,820
519,820
Loss accumulated during the exploration stage
(216,964)
(150,128)
__________________
________________
Total stockholders’ equity
315,036
381,872
__________________
________________
Total liabilities and stockholders’ equity
$
315,136
$
381,872
__________________
________________
The accompanying notes are an integral part of these financial statements
PAGE 1
DUKE MOUNTAIN RESOURCES, INC AND SUBSIDIARY
(an exploration stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months and six months ended June 30, 2009 and 2008 and from Inception (May 3, 2006) to June 30, 2009
(unaudited)
Three months ended
Six months ended
From Inception (May 3, 2006) to
June 30, 2009
June 30, 2008
June 30, 2009
June 30, 2008
June 30, 2009
Revenue
$ 1,520
$ -
$
1,520
$ -
$
1,520
Operating Expenses
Advertising and promotional
-
186
320
294
3,803
Licenses and fees 199 914 818 3,048 11,935
Loss from foreign exchange
-
-
-
-
53
Office and miscellaneous
1,190
1,282
1,229
1,847
16,585
Write-off of mineral rights
-
-
25,000
-
25,000
Loan receivable allowance
20,000
20,000
20,000
Exploration Costs
-
-
- - 23,112
Management fees
3,000
-
5,250 - 7,125
Professional fees
16,465
25,248 17,263
43,380 129,116
Utilities
-
135
- 679 2,489___
Total Operating Expenses
40,854 27,765 __ 69,880 49,248 _______________239,218
Operating Loss
(39,334)
(27,765)
(68,360) (49,248)
(237,698)
Other income and (expenses)
Interest expense
(35)
(42)
(46)
(113)
(485)
Interest income
664 1,673
1,570__
4,406
21,219
Total other income and (expenses) 629 1,631_____________1,524 _________4,293________________20,734
Loss before income taxes
(38,705)
(26,134) (66,836)
(44,955)
(216,964)
Provision for income taxes ____-_________________-_______________-_____________-______________________-_
Net loss
$ (38,705) $ (26,134)
$ (66,836) (44,955)
(216,964)
Loss per share-basic and diluted
$ (0.00) $ (0.00)
$ (0.00)
$ (0.00)
Weighted average number of common shares
outstanding – basic and diluted
12,180,000
12,180,000
12,180,000 12,180,000
The accompanying notes are an integral part of these financial statements
PAGE 2
DUKE MOUNTAIN RESOURCES, INC AND SUBSIDIARY
(an exploration stage company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
from Inception (May 3, 2006) to June 30, 2009
(unaudited)
Loss
Accumulated
During the
Total
Common Stock
Additional Exploration
Stockholders’
Shares
Amount
Paid-in Capital
Stage
Equity
Balances, May 3, 2006
-
$ -
$
-
$ -
$
-
Common stock issued for cash in private
placement, May 3, 2006
10,000,000
10,000
10,000
Common stock issued for cash in private
placement, May 19, 2006
1,000,000
1,000
49,000
50,000
Common stock issued for cash in private
Placement, November 14, 2006
405,000
405
161,595
162,000
Net loss
(12,704)
(12,704)
__________ ________ __________ _________ ______________
Balances, December 31, 2006
11,405,000
11,405
210,595
(12,704)
209,296
Common stock issued for cash in public
Offering, August 29, 2007
760,000
760
303,240
304,000
Common stock issued for cash in public
Offering, October 31, 2007
15,000
15 5,985
6,000
Net loss
(69,547)
(69,547)
__________
_________
__________
_________
______________
Balances, December 31, 2007
12,180,000
12,180
519,820
(82,251)
449,749
Net loss
(67,877)
(67,877)
___________
____________
____________
____________
_______________
Balances, December 31, 2008
12,180,000
12,180
519,820
(150,128) 381,872
Net loss
(66,836)
(66,836)
___________
____________
____________
____________
_____________
Balances June 30, 2009
12,180,000
$12,180
$519,820
$(216,964)
$ 315,036
The accompanying notes are an integral part of these financial statements
PAGE 3
DUKE MOUNTAIN RESOURCES, INC AND SUBSIDIARY
(an exploration stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2009, and 2008 and from Inception (May 3, 2006) to June 30, 2009
(unaudited)
From inception
(May 3, 2006) to
June 30, 2009
June 30, 2008
June 30, 2009
Cash Flows from Operating Activities
Net loss for the period
$ (66,836)
$
(44,955)
$ (216,964)
Adjustments reconciling net loss to net cash
used in operating activities:
Write-off of mineral rights 25,000 - 25,000
Allowance for doubtful accounts
20,000
20,000
Change in operating assets and liabilities
Accounts payable
100
6,039 100
Loan receivable (20,000) - (20,000) Accrued interest - - - _____________ _______ _____ ____________
Net cash used in operating activities
(41,736)
(38,916)
(191,864)
Cash Flows from Investing Activities
Investment in mineral rights
-
-
(40,000)
Net cash used in investing Activities - - (40,000)
Cash Flows from Financing Activities
Proceeds from public offering
-
- 310,000
Proceeds from private placement - - 222,000
________________
_________________ ___________
Net cash flows from financing activities
-
-
532,000
________________
_________________
____________
Change in cash and cash equivalents
(41,736)
(38,916) 300,136
Cash and cash equivalents, beginning of period
341,872
409,749 -
________________
__________________
_____________
Cash and cash equivalents, end of period
$
300,136
$
370,833
$ 300,136
Supplemental disclosure of cash flow information:
Cash paid for:
Interest
$
46
$
113
$ 485
Income taxes
$
-
$
-
$
-
_____________________________________________________________________________________________________________
The accompanying notes are an integral part of these financial statements
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation and Going Concern Uncertainties
Organization
Duke Mountain Resources, Inc. (the “Company"), a Nevada Corporation, was formed on May 3, 2006 with authorized capital of 76,000,000 shares of common stock, par value of $0.001 per share.
On September 21, 2007, the Company established a Canadian operating subsidiary Duke Mountain Resources Canada, Inc. The Canadian operating subsidiary will conduct all mineral explorations for Duke Mountain Resources, Inc. Duke Mountain Resources Canada, Inc. controls over 1,315 hectares of mineral claims. All mineral claims were transferred to the Canadian operating subsidiary Duke Mountain Resources Canada, Inc., on December 21, 2007 from the Company’s former President and Chief Executive Officer.
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Duke Mountain Resources Canada, Inc. The subsidiary holds title to all mineral claims and has no liabilities.
Duke Mountain Resources, Inc., together with its wholly owned subsidiary, is an exploration stage company focused on the acquisition and exploration of gold, silver and base metal properties.
The accompanying unaudited interim financial statements in the opinion of management contain all adjustments (which are of a normal recurring nature) necessary to present fairly the financial position as of June 30, 2009, and the results of operations for the three and six months ended June 30, 2009 and 2008 and the period from May 3, 2006 (inception) through June 30, 2009, and cash flows for the six months ended June 30, 2009 and 2008 and from May 3, 2006 (inception) through June 30, 2009. These results have been determined on the basis of generally accepted accounting principles and practices in the United States and applied consistently with those used in the preparation of the Company's 2008 audited financial statements.
Going Concern
The Company has not generated any revenues and has incurred losses of $216,964 since inception. The Company has incurred a loss of $38,705 during the quarter ended June 30, 2009. The Company faces all the risks common to companies in their early stages of development including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. The Company’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. The future of the Company hereafter will depend in large part on the Company’s ability to successfully raise capital from external sources to pay for planned expenditures and to fund operations.
To meet these objectives, the Company has completed a private placement for gross proceeds of $222,000 and a public financing of $310,000, and continues to seek other sources of financing in order to support existing operations and expand the range and scope of its business. See Notes 3 and 4. However, there are no assurances that any such financing can be obtained on acceptable terms, if at all.
Mineral Rights
Mineral rights consist of direct costs to obtain the mineral claims. If mineral right costs are capitalized and the Company determines it is not economically feasible to develop the claim, the costs are immediately expensed. Also, mineral rights costs are not capitalized at an amount more than the anticipated recovery from the claim area. Mineral rights costs associated with specific areas will be amortized as minerals are received from the areas. As of June 30, 2009, the Company has completed phase one of its exploration program on all three of its mineral claims. As a result of the unsatisfactory Phase 1 results, management has decided not to further pursue the Goldstar and Rosewall mineral claims and has written-off the $25,000 of the mineral rights associated with these mineral claims. Amortization will not begin until mining operations commence and there has been no amortization to date. All other costs related to the exploration and the development of unproven properties are expensed as incurred.
5
Earnings per Share and Potentially Dilutive Securities
Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding in the period. Diluted loss per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. The Company has 1,550,000 in common stock equivalents outstanding as of June 30, 2009 and 2008. These common stock equivalents are not included in the earnings per share computation since they are anti dilutive due to the net loss of the Company.
Use of Estimates
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 of assets and liabilities and disclosures 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.
Recent Accounting Pronouncements
In May 2009, the FASB issued FAS 165, “Subsequent Events”. This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 requires an entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. The Company adopted FAS 165 during the second quarter of 2009. The Company has evaluated subsequent events and any related required disclosures through August 14, 2009, which is the date of the filing of this Quarterly Report on Form 10Q with the Securities and Exchange Commission.
In June 2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 166 to have an impact on the Company’s results of operations, financial condition or cash flows.
In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”. FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The Company does not expect the adoption of FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.
In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non grandfathered non-SEC accounting literature not included in the Codification will become non authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of FAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.
In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (“APB”) 28-1, Interim Disclosures about Fair Value Instruments (“FSP 107-1”). FSP 107-1 amends FAS No. 107, Disclosures about Fair Value of Financial Instruments, to require an entity to provide disclosures about fair value of financial instruments in interim financial statements. This FSP is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009. The Company adopted FSP 107-1 for it’s quarter ended June 30, 2009.
6
In April 2009, the FASB issued FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Indentifying Transactions That Are not Orderly (“FSP FAS 157-4”). Based on the guidance, if an entity determines that the level of activity for an asset or liability has significantly decreased and that a transaction is not orderly, further analysis of transactions or quoted prices is needed, and a significant adjustment to the transaction or quoted prices may be necessary to estimate fair value in accordance with FAS 157. FSP FAS 157-4 is to be applied prospectively and is effective for interim and annual periods ending after June 15, 2009. The Company adopted FSP FAS 157-4 for its quarter ended June 30, 2009. There was no impact on the Company’s financial position or results of operations from adoption.
Note 2. Related Party Transactions
On May 19, 2006 and June 16, 2006 the Company’s former President, Chief Executive Officer, Chief Financial Officer and director acquired three mineral claims on the Company's behalf. These mineral claims were held by the Company’s former President in trust for the Company. Under the British Columbia Mineral Tenure Act, the title to British Columbia mineral claims can only be held by individuals or British Columbia corporations.
On September 21, 2007 the Company organized a 100% wholly owned Canadian subsidiary incorporated in British Columbia. All mineral titles held in trust by the Company’s former President were transferred to the Company’s Canadian subsidiary Duke Mountain Resources Canada, Inc., on December 21, 2007. There are a total of seven tenures which are 100% owned by the Company’s subsidiary. The tenures cover a total area of 1,315 hectares. The tenure numbers are 522570, 522607, 525453, 525454, 532950, 535928 and 560684.
On May 3, 2006, the Company completed a private placement with its former President and Chief Executive Officer where by 10,000,000 shares were purchased for $10,000 at $0.001 per share. On September 12, 2008 the Company’s former President resigned from the Company’s Board and was replaced by Mr. Dave Gamache as the Company’s President, CEO and CFO.
Note 3. Private Placement
On May 19, 2006, the Company completed a private placement for $50,000 where investors purchased 1,000,000 shares for $0.05 per share. On May 31, 2006 a second private placement was completed for $162,000 where investors purchased 405,000 shares for $0.40 per share.
Note 4. Public Offering
On October 31, 2007, the Company completed a public offering for $310,000 where investors purchased 775,000 units for $0.40 per unit (760,000 shares purchased on August 29, 2007 and 15,000 shares purchased on October 31, 2007). Each unit consisted of one common share, one class A warrant to purchase a common share at $0.50 per share for a period of 60 months from date of issuance and one class B warrant to purchase one common share at $0.55 per share for a period of 60 months from date of issuance. Since the Company is not currently trading and has not commenced operations, the warrants are deemed to have no value and are not detachable.
Note 5. Income Taxes
As of June 30, 2009, the Company did not have any income for tax purposes and, therefore, no tax liability or expense has been recorded in these financial statements. The difference between the statutory federal tax rate and the tax provision of zero recorded by the Company is primarily due to the Company’s full valuation allowance against its deferred tax assets.
The Company has tax losses of carry forwards of approximately $216,000 as of June 30, 2009 which are available to reduce future taxable income. The tax losses expire in 2026 to 2029.
The deferred tax asset associated with the tax loss carry-forward is approximately $75,600 as of June 30, 2009. A valuation allowance of $75,600 has been set up against the deferred tax asset due to the uncertainty as to the recoverability of the asset.
7
Note 6. Warrants
The movement of share purchase warrants is summarized as follows:
As of June 30, 2009, the following warrants were outstanding:
(a)
775,000 Class A warrants which entitle the holder to purchase 775,000 common shares of the Company at $0.50 each expiring on October 31, 2012
(b)
775,000 Class B warrants which entitle the holder to purchase 775,000 common shares of the Company at $0.55 each expiring on October 31, 2012.
No warrants were exercised through June 30, 2009
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward Looking Statements
This report contains forward-looking statements that involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations.
Such forward-looking statements involve risks and uncertainties regarding the market price of gold, silver and lead, availability of funds, government regulations, operating costs, exploration costs, outcomes of exploration programs and other factors.
Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. You can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Our actual results may differ materially. In evaluating these statements, you should consider various factors. These factors may cause our actual results to differ materially from any forward-looking statement. While these forward-looking statements are made in good faith and reflect our current judgment regarding our business plans, our actual results will almost always vary, sometimes materially, from any future performance suggested herein.
General
The following discussion and analysis should be read in conjunction with our financial statements (and notes related thereto) appearing elsewhere in this report.
Plan of Operations
Goldstar Property:
Phase 1 work
We have completed Phase 1 of our exploration program on our Goldstar property, which consisted of reconnaissance geological mapping, prospecting and rock sampling. The cost for this work was $5,340. This phase was completed in December 2007. After analysis of the Phase 1 results, it was determined that Phase 2 and Phase 3 were not economically viable and the mineral rights associated with Goldstar were written off during the quarter ended March 31, 2009.
Rosewall Gold:
Phase 1 Work
We have completed Phase 1 of our exploration program on our Rosewall Gold Property, which consisted of reconnaissance geological mapping, prospecting and rock sampling. The cost for this work was $5,397. This phase one was completed in June 2008. After analysis of the Phase 1 results, it was determined that Phase 2 and Phase 3 were not economically viable and the mineral rights associated with Rosewall Gold were written off during the quarter ended March 31, 2009.
8
Waterloo Creek Property:
Phase 1 Work and Cost Estimate
Phase 1 of the proposed program consisted of reconnaissance geological mapping, prospecting and rock sampling. The cost for this work was $7,105. This work was completed in June 2008. Further evaluation is required to determine if Phase 2 work is economically viable. The further evaluation of Phase 1 has not yet been completed
Phase 2 Work and Cost Estimate
Phase 2 of the proposed exploration program consists of detailed geological mapping and rock sampling, grid construction, soil and silt geochemical survey, IP survey, establish drill and trenching targets; the projected cost is approximately $100,000. We do not have a start date for phase 2 exploration until our consulting geologist recommends phase 2 work based on review of data from phase 1.
Phase 3 Work and Cost Estimate
Phase 3 of the proposed exploration program consists of approximately 1000 meters of diamond drilling including geological supervision, assays, and reports. The estimated cost is approximately $175,000. Our decision to proceed to the next phase of exploration activity will depend on whether, in the view of an independent geologist to be engaged by us, the results of the prior exploration phase activity warrants continuation of the proposed exploration program.
As of June 30, 2009, we had cash reserves of $300,136 and as of December 31, 2008, we had cash reserves of $341,872. We anticipate this to be enough to cover the costs for general and administrative expenses over the next year. However, our ability to pay for any additional exploration work or other expenses will be subject to us obtaining additional financing as these expenditures will exceed our available cash reserves.
During the year, we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain additional financing in order to continue our plan of operations. We believe that debt financing will not be a feasible alternative as we do not have tangible assets to secure any debt financing. We anticipate that additional financing will be equity financing from the sale of our common stock.
We currently have two outstanding Warrants from our most recent public offering. There are 775,000 Warrant A’s issued and outstanding and 775,000 Warrant B’s issued and outstanding. Warrant A can be converted into one common share at $0.50 per share and
Warrant B can be exercised into one common share at $0.55 per share. If both Warrants are exercised, the Company would receive
$813,750. Both Warrants will expire on October 31, 2012.
We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or exercising of warrants to fund our exploration program or any of our other expenses. In the absence of such financing, we will not be able to continue exploration of our mineral claims and our business plan will fail. Even if we are successful in obtaining equity financing to fund phase two of our exploration program, there is no assurance that we will obtain the funding necessary to pursue any advanced exploration of our mineral claims. If we do not continue to obtain additional financing, we will be forced to abandon our mineral claims and our plan of operations.
Should such a situation arise, we may consider entering into a joint venture arrangement to provide the required funding to continue our development of our mineral claims.
We have not undertaken any efforts to locate a joint venture partner for the mineral claims. Even if we elected to pursue a joint venture partner, there is no assurance that any other party would want to enter into a joint venture agreement with us. If we entered into a joint venture agreement, we would likely have to assign a percentage of our interest in our mineral claims to our joint venture partner.
Results of Operations
We incurred a loss of $66,836 for the six months ended June 30, 2009 compared to a loss of $44,955 for the same period in 2008.
9
We have engaged additional professionals in conjunction with our securities filings so that we can improve our system of internal controls and progress with the development of our mineral properties.
We expect our total operating expenses to be approximately $12,000 per quarter for the remainder of 2009. We generated $1,520 in revenues this quarter through Hardin Marine Arrowhead. This was a one time event due to our President and CEO Mr. Dave Gamache being associated with Hardin Marine Arrowhead and the Allen Lee Group. We provided web site consulting services to Hardin Marine Arrowhead and then the Allen Lee Group developed and implemented the web design changes.
Future Financing
We anticipate continuing to rely on equity sales of our common stock to finance our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned exploration activities.
Off-Balance Sheet Arrangements. We do not have any off-balance sheet arrangements.
Item 4T. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures. Under the supervision and with the participation of our senior management, including our chief executive officer and Principal Accounting Officer, Mr. Dave Gamache, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end period covered by this quarterly report. Based on this evaluation, our chief executive officer and Principal Accounting Officer concluded as of June 30, 2009, that our disclosure controls and procedures were effective such that the information required to be disclosed in our
Securities and Exchange Commission (“SEC”) reports ( i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting.
There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2009, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1 LEGAL PROCEEDINGS.
None.
1A. RISK FACTORS
We have sought to identify what we believe to be the most significant risks to our business. However, we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our Common Stock. We provide the following cautionary discussion of risks, uncertainties and possible inaccurate assumptions relevant to our business. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed here could adversely affect us. If any of the following risks actually occur, our business, financial condition or operating results could be harmed. In such case, you could lose all or a portion of your investment.
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We have yet to earn revenue and, our ability to sustain our operations is dependent on our ability to raise financing.
We are an exploration stage Company; we have not generated any revenues since inception related to mineral extraction and we do not expect to generate any revenues from our operations for the foreseeable future, we incurred a net loss of $216,964 for the period from May 3, 2006 (inception) to June 30, 2009 and a loss of $66,836 for the six months ending June 30, 2009. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the commercial exploitation of our mineral claims. These factors raise substantial doubt that we will be able to continue as a going concern.
If we do not obtain additional financing, we will need to curtail our exploration activities and our business may fail, in which case you may lose your investment.
For the next year of operations, our current operating funds should be sufficient to cover our operations. In order for us to perform any further exploration or extensive testing we will need to obtain additional financing. As of June 30, 2009 we had cash in the amount of $300,136. We currently do not have any operations and we have no income.
We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. If our exploration programs are successful in discovering ore of commercial tonnage and grade, we will require additional funds in order to place our properties into commercial production.
We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors many of which are beyond our control, including the market prices for copper and gold and the costs of exploring for or mining these materials. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.
Because of the difficulties and uncertainties inherent in the mineral exploration business, we face a high risk of business failure.
At this time, we are uncertain as to whether we will be successful in finding mineral deposits on our properties; if exploration efforts are not successful, we will be unable to generate revenues from our operations and we will have to cease doing business.
Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.
The expenditures to be made by us in the exploration of the mineral claims may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.
The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.
We have no known mineral reserves and if we cannot find any, we will have to cease operations.
We have no mineral reserves. If we do not find a mineral reserve containing gold, copper, or silver or if we cannot complete the exploration of the mineral reserve, either because we do not have the money to do it or because it will not be economically feasible to do it, we will have to cease operations and you will lose your investment.
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Mineral exploration is highly speculative. It involves many risks and is often non-productive. Even if we are able to find mineral reserves on our property our production capability is subject to further risks including:
·
Costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which we have not budgeted for;
·
Availability and costs of financing;
·
Ongoing costs of production; and
·
Environmental compliance regulations and restraints.
The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near our properties, and such other factors as government regulations, including regulations relating to allowable production, importing and exporting of minerals, and environmental protection.
Given the above noted risks, the chances of finding reserves on our mineral properties are remote and funds expended on exploration will likely be lost.
Because we will be subject to compliance with government regulation which may change, the anticipated costs of our exploration program may increase and require us to curtail or cease our operations.
There are several governmental regulations that materially restrict mineral exploration. We will be subject to the Mining Act of British Columbia as we carry out our exploration programs. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. Permitting for the initial phases of exploration work on each of our properties has not been received. As currently contemplated, Phase 1 of our exploration program (as to all three of our properties) does not require any permits.
Phases 2 and 3 however will be subject to permits if any type of work, like rock trenching, blasting or establishing cut-line grids is to be conducted. There is no cost for these permits other than the costs incurred by the geologist to file these with the Government of British Columbia on behalf of the Company. If any future regulatory requirements, applicable to our operations, increase the cost of our compliance, we may find it necessary to curtail or cease our exploration activities, in which event you may lose your investment.
Because the Province of British Columbia owns the land covered by our mineral claims and native land claims might affect our title to the mineral claims or to British Columbia’s title to the property, our business plan may fail.
We are unaware of any outstanding native land claims with respect to any of our properties. However, it is possible that a native land claim could be made in the future. The federal and provincial government policy at this time is to consult with all potentially affected native bands and other stakeholders in the area of any potential mining. Should we encounter a situation where a native person or group claims an interest in our claims, we may be able to provide compensation to the affected party in order to continue with our exploration work, or if such an option is not available, we may have to relinquish our interest in these claims. In either case, the costs and/or losses could be greater than our financial capacity and our business would fail.
Risks Particular to the market of our Common Stock
Market for our common stock.
On June 27, 2008 we were cleared for trading under ticker symbol DKMR. Our shares are quoted on the NASD Over-the-Counter Bulletin Board (the “Bulletin Board”).
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The price of our common stock may fluctuate significantly and may be negatively affected by factors beyond our ability to ontrol or predict.
The price of our common stock may be affected by broader market trends unrelated to our competitors operating performances. Our stock price and the stock prices of many other companies in the resource sectors have historically experienced wide fluctuations, including rapid rises and declines in the stock prices that have often been unrelated to the operating performance of such companies. Volatile trends and fluctuations are typically the result of the combination of general economic, political and market conditions. These factors are beyond our ability to control or predict.
The value and transferability of our shares may be adversely impacted by the penny stock rules.
Holders of our common stock may experience substantial difficulty in selling their securities as a result of the “penny stock rules.” Our common stock is covered by the penny stock rules, a Securities and Exchange Commission (“SEC” or the “Commission”) rule that imposes additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors, generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers of our stock to sell their shares in the secondary market.
It may also cause fewer broker dealers to make a market in our stock. In addition to the "penny stock" rules promulgated by the SEC, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
We may compete for time and efforts of our officers and directors.
Some of our officers and directors are also officers, directors, and employees of other companies, and we may have to compete with the other companies for their time, attention and efforts.
Other than our President, Mr. Dave Gamache who expects to devote approximately twenty five (25%) of his time to our affairs, our other officers and directors anticipate devoting approximately five (5%) percent of their time to our matters.
Our proposed businesses raise potential conflicts of interests between certain of our officers and directors and us.
Certain of our directors are or may become directors and employees of other mineral exploration companies and, to the extent that such companies may participate in ventures in which we may participate, our directors may have conflict of interest in negotiating and concluding terms regarding the extent of such participation by us and such other companies. In addition, directors may present potential prospects to such other companies rather than presenting the opportunities to us or be affiliated with other exploration companies which may compete with our mineral claims. We have not established any mechanisms regarding the resolution of any such conflict if it were to arise; accordingly, there is no assurance that any such conflict will be resolved in a manner that would not be adverse to our interest.
We have a large number of restricted shares outstanding, a portion of which may be sold under rule 144 which may reduce the market price of our shares.
Of the 12,180,000 shares of common stock issued and outstanding, assuming no warrants are exercised, 11,405,000 shares are deemed “restricted securities,” within the meaning of Rule 144; eighty two (82%) percent of these restricted shares are owned by our former Director.
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Absent registration under the Securities Act, the sale of such shares is subject to Rule 144, as promulgated under the Securities Act.
It is anticipated that all of the “restricted securities” will be eligible for resale under Rule 144. In general, under Rule 144, subject to the satisfaction of certain other conditions, a person, who is not an affiliate (and who has not been an affiliate for a period of at least three months immediately preceding the sale) and who has beneficially owned restricted shares of our common stock for at least six months is permitted to sell such shares without restriction, provided that there is sufficient public information about us as contemplated by Rule 144. An affiliate who has beneficially owned restricted shares of our common stock for a period of at least one year may sell a number of shares equal to one percent of our issued and outstanding common stock approximately every three months.
With one affiliate and non affiliates holding restricted securities as of the date of this report, the respective hold periods commenced on February 14, 2008.
The possibility that substantial amounts of our common stock may be sold under Rule 144 into the public market may adversely affect prevailing market prices for the common stock and could impair our ability to raise capital in the future through the sale of equity securities.
Competition
We operate in a highly competitive industry, competing with other mining and exploration companies, institutional and individual investors, which are actively seeking mineral exploration properties throughout the world together with the equipment, labor and materials required for the exploration of such properties. Many of our competitors have financial resources, staff and facilities substantially greater than ours.
The principal area of competition is encountered in the financial ability to effectively acquire prime mineral exploration properties and having the ability to explore these properties. Competition for the acquisition of mineral exploration properties is intense, with many properties available in a competitive bidding process in which we may lack technological information or expertise available to other bidders. Therefore, we may not be successful in acquiring, exploring and developing profitable properties in the face of competition. No assurance can be given that a sufficient number of suitable mineral exploration properties will be available for acquisition, exploration and development.
Because our former executive officer and director, owns 82% of our outstanding common stock, investors may find that corporate decisions controlled by Mr. Rayat are inconsistent with the interests of other stockholders.
Our former President, controls 82% of our issued and outstanding shares of common stock. Accordingly, in accordance with our Articles of Incorporation and Bylaws, our former Director is able to control who is elected to our board of directors and thus could act, or could have the power to act, as our management. Since our former Director is our majority shareholder, his interests as a controlling shareholder may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon our former Director exercising in a manner fair to all of our shareholders. Also, due to his stock ownership position, our former Director will have:
(i) the ability to control the outcome of substantially all corporate actions requiring stockholder approval, including amendments to our articles of incorporation; (ii) the ability to control corporate combinations or similar transactions that might benefit minority stockholders which may be rejected by our former Director to their detriment, and (iii) control over transactions between him and us.
Future sales of shares by us may reduce the value of our stock.
Since our inception, we have relied on such equity sales of our common stock to fund our operations. We may conduct further equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake.
If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, your percentage interest in us will be diluted. The result of this could reduce the value of your stock.
14
We Rely On Our Management, The Loss Of Whose Services Could Have A Material Adverse Effect On Our Business.
We rely upon the services of our board of directors and management, in particular those of Mr. Dave Gamache, the loss of which could have a material adverse effect on our business and prospects. Competition for qualified personnel to serve in a senior management position is intense. If we are not able to retain our directors and management, or attract other qualified personnel, we may not be able to fully implement our business strategy; failure to do so would have a materially adverse impact on our future prospects.
We currently have no employment agreements with any of our officers and directors imposing any specific condition on our officers and directors regarding their continued employment by us.
Our officers and directors are also officers, directors and employees of other companies, and we may have to compete with such other companies for their time, attention and efforts. Except for Mr. Dave Gamache, none of our officers and directors are expected to spend more than approximately five (5%) of their time on our business affairs. We do not maintain key man insurance on any of our directors or officers.
Compliance With Changing Regulation Of Corporate Governance And Public Disclosure May Result In Additional Expenses.
Keeping abreast of, and in compliance with, changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and, in the event we are ever approved for listing on either NASDAQ or a registered exchange, NASDAQ and stock exchange rules, will require an increased amount of management attention and external resources. We intend to continue to invest all reasonably necessary resources to comply with evolving standards, which may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
We Do Not Intend To Pay Dividends For The Foreseeable Future.
We currently intend to retain future earnings, if any, to support the development and expansion of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize their investment.
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.
Item 5 OTHER INFORMATION.
There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.
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Item 6 EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
Exhibit 31.1 | Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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Exhibit 32.1 | Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Exhibit 10.1
Loan Agreement with Pacific Recovery Group
16
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: August 14, 2009
DUKE MOUNTAIN RESOURCES, INC.
By: _ /s/ Dave Gamache
Name: Dave Gamache
Title: President, Chief Executive Officer
Principal Accounting Officer and Director
Exhibit 31.1
CERTIFICATIONS
I, Dave Gamache, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Duke Mountain Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: August 14, 2009
__ /s/ Dave Gamache
Dave Gamache
President, Chief Executive Officer,
Principal Accounting Officer and Director
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Duke Mountain Resources, Inc. (the Company”), on Form 10-Q for the period ending June 30, 2009, as filed with the Securities and Exchange Commission on the date hereof (the Report”), I, Dave Gamache, President and Principal Accounting Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report duly complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
_ /s/ Dave Gamache
Dave Gamache
President, Chief Executive Officer,
Principal Accounting Officer and Director
Exhibit 10.1
MEMORANDUM OF AGREEMENT
This Agreement effective April 20, 2009 is made and entered into by and between:
Duke Mountain Resources, Inc. a Nevada Corporation, with postal address at 6805 Sundance Trail Riverside, CA 92506, herein after referred to as the “CREDITOR,”
and
Pacific Recovery Group address at Ground Floor, Teresa Building McArthur Highway, Balibago, Angeles City, Pampanga, 2009 Philippines, hereinafter referred to as the “DEBTOR”
WITNESSETH:
WHEREAS, the DEBTOR is primarily engaged in the business of searching for and recovering “Imperial Japanese Treasure”, that was buried in the Philippines during World War II, as well as being engaged in the purchase and acquisition of real properties.
WHEREAS, the term “treasure” shall be understood as any tangible or intangible thing of value that may be found as a result of any excavation, including, but not limited to, gold, silver, or any precious or rare metal, diamonds, gems, art works, artifacts, coins, jewelry, memorabilia, documents and the like;
WHEREAS, the DEBTOR is allowed to enter to any joint venture relationship with any individual, partnership or corporation, either as a participant, a real property owner, franchise grantee, licensee, permit holder, or in any other capacity allowed by the Philippine laws, respecting exploration and/or excavation of gold, buried treasure and other valuables, at project sites duly designated for the purpose by concerned authorities;
WHEREAS, the CREDITOR is willing to extend an unsecured loan of $20,000.00 USD to the DEBTOR in accordance with the terms of this Agreement, and will receive 4% of the treasure recovered from all projects, to be paid solely from the net recovered treasure or valuables.
WHEREAS, the identity and description of the various project sites shall be described in details within the Project Updates of the DEBTOR, to be routinely circulated to the CREDITOR herein, as well as to the other creditors.
NOW THEREFORE, in consideration of the foregoing premises, the parties hereby agree, as follows:
1.
Representations of the DEBTOR: In connection with this Agreement, the DEBTOR offers the following warranties:
(a)
That the DEBTOR has obtained and shall continue to obtain all the necessary permits and licenses required from the appropriate governmental agencies. It shall also cause the preparation of contracts/agreements with private individuals, in pursuit of the venture as described herein. The DEBTOR further warrants that the venture is not unlawful.
(b)
That the intent of this Agreement, among others, is to provide a payment amounting to 4% of net income from all recovery projects for the account of the CREDITOR. We have located and prepared 2 areas for immediate recovery. We have 100% reliable and accurate information on that will lead us to the Treasure. We expect there will be 30 metric tons on the first site and at least 250 metric tons on the second. Once we have made a recovery we will process around 30 Kilos a day of which 20 kilos are ours 11 kilos are the owners, workers, and local communities.
(c)
All payments to the CREDITOR’S shall be paid in US Dollar ($). In this connection, the CREDITOR hereby agrees that the DEBTOR shall have the sole right to take whatever steps are necessary to convert any recovered valuables or treasure to US Dollars The amount we process should increase substantially when we add additional ovens from the Science and Technology Department of the Philippines. We are all looking forward to the beginning of our success. Remember this is the beginning. We have over 25 sites that we have accurate and specific information to access.
2.
Representations of the CREDITOR: The CREDITOR hereby makes the following representations and/ or warranties:
(a)
Review and Evaluation of Confidential Information. The CREDITOR acknowledges that he has had the opportunity to ask the DEBTOR questions pertaining to the business involved in this Agreement, as well as on the risks appurtenant thereto.
(b)
CREDITOR’S Financial Experience. The CREDITOR represents that he is financially stable and sufficiently experienced in financial and business matters and capable of evaluating the merits and risks involved in this loan arrangement. The CREDITOR also warrants that he is capable of absorbing the loss of this credit extension to DEBTOR, if necessary, which could happen due to the speculative nature of the Debtors’ business activities.
(c)
Suitability of Credit Extension. The CREDITOR or his authorized representative, if any, has evaluated the merits and risks of extending this loan to the DEBTOR.
(d)
Unsecured Credit Extension. The CREDITOR, or his authorized representative, if any, warrants that he understands that his credit extension as described herein is not secured by any collateral or security, and the DEBTOR shall not pledge any collateral or security to CREDITOR therefore.
(e)
Limitations on Disposition. The CREDITOR understands that his unsecured credit extension to DEBTOR cannot be assigned nor otherwise transferred unless it is with the written consent of the DEBTOR.
(f)
Residency. The CREDITOR represents that his principal place of business is at 6805 Sundance Trail Riverside, CA 92506, and shall not change such location without first informing the DEBTOR.
(g)
Non-reliance. The CREDITOR shall not rely on the DEBTOR with respect to the tax and economic effects of this loan extension.
(h)
Payment by the Debtor. The CREDITOR hereby acknowledges and agrees that repayment of his loan shall be solely dependent on the completion of a recovery of treasure or valuables and successful marketing of the same by the DEBTOR, in the Philippines. Thus, CREDITOR agrees to hold that the DEBTOR, at all times after the effectively of this Agreement, shall be free from any liability, damage or deficiency. The CREDITOR further warrants that he shall not cause the filing of actions, suits, proceedings, demands, assessments, judgments, costs and expenses including attorney's fees, incident to the undertaking and exploration of treasure and valuables. CREDITOR also understands that he shall only be paid if and only if the DEBTOR successfully uncovers such treasures in the Philippines and profitably markets them.
(i)
Formula for Payment. The CREDITOR hereby understands and agrees that the intent of this Agreement in respect to the payment of this loan is to provide a 4% of net payment in all recoveries.
(j)
Obligation. The CREDITOR agrees that this Agreement constitutes a valid and legally binding obligation on his part. He warrants that he shall not assail the validity of this Agreement after the execution thereof, or after the consummation of intents herein entered. He understands that execution and delivery of this Agreement does not and will not be construed to have violated any laws, or any mortgage or lien agreement, indenture, lease or understanding, whether oral or written, of any kind whatsoever.
(k)
Approvals Required. No approval, authorization, consent, order or other action of, or filing with, any person, firm or corporation or any court, administrative agency or other governmental authority is required in connection with the execution and delivery of this Agreement by the CREDITOR or the consummation of the transactions described herein, except to the extent that the CREDITOR is required to fill reports in accordance with relevant regulations under the laws.
(l)
Control and Management. The CREDITOR agrees that the DEBTOR or its joint venture partners shall serve as the general excavating contractor with total responsibility for and full operational control of the projects. The CREDITOR hereby understands that multiple excavations may occur simultaneously and that multiple contractors may be hired. The CREDITOR also agrees that the DEBTOR has full operational control and has final decision over selection of any and all exploration and recovery projects or sites.
(m)
Operational Expenses. The CREDITOR fully agrees that the DEBTOR, at its sole discretion, is duly empowered to commit, transfer, allocate or otherwise expend the loan proceeds transferred within this Agreement toward operational expenses, construction, base camps, fixed overhead, capital equipment, rentals, debts, loans, real estate, research and development, investments, machinery, exploration, search or recovery operations and/or exploratory drilling and excavations or in any other manner deemed necessary in the sole opinion of the DEBTOR.
(n)
Acknowledgment. The CREDITOR acknowledges that he has been told that this loan extension is extremely risky, considering the nature of the business that the DEBTOR is engaged in. The CREDITOR understands that it may result in the entire loss of all loans tendered herein, which make such credit extensions even more risky, and that there are no warranties that the DEBTOR or its joint venture partners know for sure where the treasure or valuables have been buried, if any. Moreover, there are no guarantees of success, nor representations of any percent of likelihood of success. Furthermore, no representations have been made regarding any tax benefits being available to the DEBTOR. In addition, the CREDITOR understands that notarial acknowledgment of this document shall be dispensed away with, if one of the signatories in this Agreement is not in the Philippines.
WHEREFORE, for and in consideration of 4% interest in all recovery projects the CREDITOR hereby extends in favor of the DEBTOR an unsecured loan in the amount of Twenty Thousand US Dollars ($20,000), receipt of which is hereby acknowledged, for the proposed search and recovery of valuables and/or treasure in the Republic of the Philippines, and for all the other various loan proceeds purposes as outlined within this Agreement.
This Agreement shall be governed and construed in accordance with the laws of the Republic of the Philippines. The CREDITOR acknowledges that payment hereunder is made in the Philippines, and that part of the performance herein has occurred and will occur in the Philippines. The CREDITOR further agrees that the venue shall lie in the Courts of the Philippines, in the event any claims or disputes hereunder may be litigated.
If any provision of the Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed in full force and effect, as if such illegal, invalid or unenforceable provision never comprised a part hereof, and the provisions hereof shall remain in full force and effect, notwithstanding such unenforceable provision.
This Agreement shall be binding upon and shall inure to the benefit of the CREDITOR, his heirs and administrators, and may not be assigned nor transferred in any manner whatsoever, without the prior written consent of the DEBTOR.
This Agreement constitutes the entire Agreement of the parties, and supersedes and renders void any and all agreements and undertakings, verbal or written, previously entered into between them. There shall be no agreements or understandings, verbal or written, between the parties, other than and apart from what has been contained in this Agreement. Any alteration, revision or modification in any of the terms, conditions, covenants, agreements or stipulations herein shall be made in writing and be executed by the parties, before such alteration, revision or modification may take effect.
This Agreement may be executed in any number of counterparts, or multiple originals, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same Agreement.
IN WITNESS WHEREOF, the parties have hereunto agreed, affirmed and verified these presents, as they set their hands and affix their signatures herein. Thus:
FOR THE DEBTOR
FOR THE CREDITOR:
/s/
/s/
_______________________________ ________________________________
Jerry Bradford - Project Partner
David Gamache – President
Duke Mountain Resources
Signed on April 20, 2009
Signed on April 20, 2009
Signed at Angeles City, Pampanga, Philippines
Signed at Riverside, CA