XTREME FIGHTING CHAMPIONSHIPS, INC. - Quarter Report: 2019 September (Form 10-Q)
| UNITED STATES | ||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||
| Washington, D. C. 20549 | ||||||
| Form 10-Q | ||||||
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[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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||||||
| For the quarterly period ended September 30, 2019 | ||||||
| or | ||||||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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||||||
| For the transition period from _____ to _____ | ||||||
| Commission File Number: 000-12895 | ||||||
| DUKE MOUNTAIN RESOURCES, INC. | ||||||
| (Exact name of registrant as specified in its charter) | ||||||
| Nevada | 98-0503336 | |||||
| (State or other jurisdiction of incorporation) | (IRS Employer Identification Number) | |||||
| 3948 Saratoga Road | ||||||
| Langley, Washington | 98260 | |||||
| (Address of principal executive offices | (Zip Code) | |||||
| and Zip Code) | ||||||
| (360) 292-6860 | ||||||
| (Registrant's telephone number, including area code) | ||||||
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Emerging growth company | [ ] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
| APPLICABLE ONLY TO CORPORATE ISSUERS: | ||
| As of November 21, 2019, there were 52,180,000 shares of the registrant's $0.001 par value common stock issued and outstanding. | ||
1
| Duke Mountain Resources, Inc. | |||
| Form 10-Q | |||
| For the Fiscal Quarter Ended September 30, 2019 | |||
| TABLE OF CONTENTS | |||
| Page | |||
| Part I | |||
| Item 1 | Financial Statements | 3 | |
| Item 2 | Management Discussion and Analysis of Financial Condition and Results of Operations | 10 | |
| Item 3 | Quantitave and Qualitative Disclosures About Market Risk | 13 | |
| Item 4 | Controls and Procedures | 13 | |
| Part II | |||
| Item 1 | Legal Proceedings | 14 | |
| Item 1A | Risk Factors | 14 | |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 14 | |
| Item 3 | Defaults Upon Senior Securities | 14 | |
| Item 4 | Mine Safety Disclosures | 14 | |
| Item 5 | Other Information | 14 | |
| Item 6 | Exhibits | 15 | |
| Signatures | 16 | ||
| PART I - FINANCIAL INFORMATION | |||
| Item 1 | Financial Statements | ||
| Duke Mountain Resources, Inc.. | |||
| Financial Statements | |||
| For the Fiscal Quarter Ended September 30, 2019 | |||
| TABLE OF CONTENTS | |||
| Page | |||
| Consolidated Balance Sheets (unaudited) | F-1 | ||
| Consolidated Statements of Operations (unaudited) | F-2 | ||
| Consolidated Statements of Cash Flows (unaudited) | F-3 | ||
| Consolidated Statements of Stockholder's Equity (Deficit) | F-4 | ||
| Notes to the Financial Statements (unaudited) | F-5 | ||
| F-1 | |||
3
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Duke Mountain Resources, Inc.
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||||||||
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Consolidated Balance Sheets
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||||||||
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September 30,
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December 31,
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|||||||
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2019
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2018
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|||||||
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(Unaudited)
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||||||||
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ASSETS
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||||||||
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Current Assets
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||||||||
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Cash and cash equivalents
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$
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-
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$
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-
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||||
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Total current assets
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-
|
-
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||||||
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Total assets
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$
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-
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$
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-
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||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
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Current Liabilities
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||||||||
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Accounts payable and accrued expenses
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$
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19,672
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$
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37,434
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||||
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Accounts payable and accrued expenses- related party
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3,001
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1,250
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||||||
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Notes payable- related party
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-
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107,000
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||||||
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Total current liabilities
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22,673
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145,684
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||||||
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Long term debt- related party
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-
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-
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||||||
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Total liabilities
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22,673
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145,684
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||||||
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Stockholders' Equity (Deficit)
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||||||||
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Common stock- $0.001 par value, 76,000,000
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||||||||
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shares authorized: 52,180,000 and 12,180,000 shares
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||||||||
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issued and outstanding
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52,180
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12,180
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||||||
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Additional paid-in capital
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491,603
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519,820
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||||||
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Accumulated deficit
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(566,456
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)
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(677,684
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)
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||||
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Total stockholders' equity (deficit)
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(22,673
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)
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(145,684
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)
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||||
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Total liabilties and stockholders' equity (deficit)
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$
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-
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$
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-
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||||
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The accompanying notes are an integral part of these consolidated financial statements.
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||||||||
F-2
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Duke Mountain Resources, Inc.
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Consolidated Statements of Operations
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||||||||||||||||
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(Unaudited)
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||||||||||||||||
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For the Three Months Ended
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For the Nine Months Ended
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|||||||||||||||
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September 30,
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September 30,
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|||||||||||||||
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2019
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2018
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2019
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2018
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|||||||||||||
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Revenues
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$
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-
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$
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-
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$
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-
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$
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-
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||||||||
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Operating expenses:
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||||||||||||||||
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General and administration
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22,456
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-
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34,456
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-
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||||||||||||
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Total operating expenses
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22,456
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-
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34,456
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-
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||||||||||||
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Loss from operations
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(22,456
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)
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-
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(34,456
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)
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-
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||||||||||
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Other income (expense)
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||||||||||||||||
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Gain on debt forgiveness
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-
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-
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150,197
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-
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||||||||||||
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Interest expense
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-
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(2,294
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)
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(4,513
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)
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(6,807
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)
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|||||||||
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Interest income
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-
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-
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-
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-
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||||||||||||
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Total other income (expense)
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-
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(2,294
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)
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145,684
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(6,807
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)
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Net loss
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$
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(22,456
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)
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$
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(2,294
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)
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$
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111,228
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$
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(6,807
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)
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|||||
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Net loss per share (basic and diluted)
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$
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(0.00
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)
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$
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(0.00
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)
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$
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0.01
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$
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(0.00
|
)
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|||||
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Weighted average shares outstanding
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12,180,000
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12,180,000
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12,180,000
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12,180,000
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||||||||||||
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The accompanying notes are an integral part of these consolidated financial statements.
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F-3
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Duke Mountain Resources, Inc.
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Consolidated Statements of Cash Flows
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||||||||
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(Unaudited)
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||||||||
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For the Nine Months Ended
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September 30,
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2019
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2018
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CASH FLOWS FROM OPERATING ACTVITIES:
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||||||||
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Net income (loss)
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$
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111,228
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$
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(6,807
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)
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|||
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Adjustments to reconcile net loss to net
|
||||||||
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loss from operating activities
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||||||||
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Gain on debt forgiveness
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(150,197
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)
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||||||
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Changes in operating assets and liabilities
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||||||||
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Accounts payable and accrued expenses
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24,185
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6,807
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||||||
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Accounts payable and accrued expenses- related party
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14,784
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-
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||||||
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Net Cash Used in Operating Activities
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-
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-
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||||||
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CASH FLOWS FROM INVESTING ACTVITIES:
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||||||||
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Note receivable
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-
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-
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||||||
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Investment in mineral rights
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-
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-
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||||||
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Net Cash Used in Investing Activities
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-
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-
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||||||
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CASH FLOWS FROM FINANCING ACTVITIES:
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||||||||
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Proceeds from notes payable- related party
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-
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-
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||||||
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Proceeds from private placement
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-
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-
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||||||
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Net Cash Provided by (Used in) Financing Activities
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-
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-
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||||||
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Increase (decrease) in cash
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-
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-
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||||||
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Cash, beginning of period
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-
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-
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||||||
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Cash, end of period
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-
|
-
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||||||
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SUPPLEMENTAL DISCLOSURES:
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||||||||
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Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
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Cash paid for taxes
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$
|
-
|
$
|
-
|
||||
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Non-cash investing and financing activities:
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||||||||
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Note payable issued for acquisition of Fostung Resources, Ltd.
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$
|
-
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$
|
-
|
||||
The accompanying notes are an integral part of these consolidated financial statements
F-4
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Duke Mountain Resources, Inc.
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||||||||||||||||||||
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Consolidated Statements of Stockholders' Equity (Deficit)
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||||||||||||||||||||
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(Unaudited)
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||||||||||||||||||||
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Additional
|
||||||||||||||||||||
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Common Stock
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Paid-in
|
Accumulated
|
||||||||||||||||||
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Shares
|
Amount
|
Capital
|
Deficit
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Total
|
||||||||||||||||
|
Balance, December 31, 2018
|
12,180,000
|
$
|
12,180
|
$
|
519,820
|
$
|
(677,684
|
)
|
$
|
(145,684
|
)
|
|||||||||
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Net loss
|
-
|
-
|
-
|
(2,244
|
)
|
(2,244
|
)
|
|||||||||||||
|
Balance, March 31, 2019
|
12,180,000
|
12,180
|
519,820
|
(679,928
|
)
|
(147,928
|
)
|
|||||||||||||
|
Net income
|
-
|
-
|
-
|
135,928
|
135,928
|
|||||||||||||||
|
Balance, June 30, 2019
|
12,180,000
|
12,180
|
519,820
|
(544,000
|
)
|
(12,000
|
)
|
|||||||||||||
|
Conversion of related party payables
|
40,000,000
|
40,000
|
(28,217
|
)
|
-
|
11,783
|
||||||||||||||
|
Net loss
|
-
|
-
|
-
|
(22,456
|
)
|
(22,456
|
)
|
|||||||||||||
|
Balance, September 30, 2019
|
52,180,000
|
$
|
52,180
|
$
|
491,603
|
$
|
(566,456
|
)
|
$
|
(22,673
|
)
|
|||||||||
|
Balance, December 31, 2017
|
12,180,000
|
$
|
12,180
|
$
|
519,820
|
$
|
(668,583
|
)
|
$
|
(136,583
|
)
|
|||||||||
|
Net loss
|
-
|
-
|
-
|
(2,244
|
)
|
(2,244
|
)
|
|||||||||||||
|
Balance, March 31, 2018
|
12,180,000
|
$
|
12,180
|
$
|
519,820
|
$
|
(670,827
|
)
|
$
|
(138,827
|
)
|
|||||||||
|
Net loss
|
-
|
-
|
-
|
(2,269
|
)
|
(2,269
|
)
|
|||||||||||||
|
Balance, March 31, 2018
|
12,180,000
|
$
|
12,180
|
$
|
519,820
|
$
|
(673,096
|
)
|
$
|
(141,096
|
)
|
|||||||||
|
Net loss
|
-
|
-
|
-
|
(2,294
|
)
|
(2,294
|
)
|
|||||||||||||
|
Balance, September 30, 2018
|
12,180,000
|
$
|
12,180
|
$
|
519,820
|
$
|
(675,390
|
)
|
$
|
(143,390
|
)
|
|||||||||
|
The accompanying notes are an integral part of these consolidated financial statements.
|
||||||||||||||||||||
F-5
DUKE MOUNTAIN RESOURCES, INC. AND SUBSIDIARY
Notes to Financial Statements
For the three and nine months ended September 30, 2019
(Unaudited)
NOTE 1 – CONDENSED FINANCIAL STATEMENTS
Duke Mountain Resources, Inc. (the "Company"), a Nevada corporation, was formed on May 3, 2006 and has an 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 1,503 hectares of mineral claims. All mineral claims were transferred to our Canadian operating subsidiary Duke Mountain Resources Canada, Inc., on December 21, 2007 from our former President and Chief Executive Officer. During the year ended December 31, 2014, the Company fully impaired these mineral claims totaling $80,000.
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Duke Mountain Resources Canada, Inc. and Fostung Resources Ltd ("Fostung Resources"). All significant intercompany balances and transactions have been eliminated.
Duke Mountain Resources, Inc., together with its wholly-owned subsidiaries, were an exploration stage company focused on the acquisition, exploration, and development of gold, silver and base metal properties. In 2014, the Company ceased operations is currently a non-operating shell company.
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2019, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2018 audited financial statements. The results of operations for the period ended September 30, 2019 is not necessarily indicative of the operating results for the full year.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated any revenues and has incurred an accumulated deficit of $566,456 since inception. The Company has no assets, and a working capital deficiency.
These factors raise substantial doubt regarding the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's planned business. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These consolidated 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 the Company be unable to continue as a going concern.
F-6
DUKE MOUNTAIN RESOURCES, INC. AND SUBSIDIARY
Notes to Financial Statements
For the three and nine months ended September 30, 2019
(Unaudited)
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Earnings (Loss) per Share
Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company's warrants are excluded from the computation of diluted earnings per share as they are anti-dilutive due to the Company's losses during those periods.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.
Subsequent Events
The Company's management reviewed all material events through the date the financial statements were issued for subsequent event disclosure consideration.
NOTE 4 – MINERAL RIGHTS
On December 31, 2013, the Company entered into a Stock Purchase Agreement with a related party pursuant to which the Company purchased 100% of the issued and outstanding shares of Fostung Resources Ltd. for a promissory note in the amount of $80,000. The $80,000 purchase price represented the fair value of the leases and mining claims controlled by Fostung Resources as concluded by an independent third-party geological consultant. The Promissory Note bears an annual interest rate of 4%, which is compounded annually and has a maturity date of December 31, 2015 (See Note 5). During the year ended December 31, 2014, the Company fully impaired these mineral claims totaling $80,000.
NOTE 5 – NOTES PAYABLE
On December 31, 2013, the Company entered into a Stock Purchase agreement with a related party pursuant to which the Company purchased 100% of the issued and outstanding shares of Fostung Resources, Ltd. for a promissory note in the amount of $80,000. The Promissory Note bears an annual interest rate of 4%, which is compounded annually and has a maturity date of December 31, 2015.
On March 17, 2014, the Company signed a promissory note for $27,000 with related third party. The note bears an interest rate of 7%, and has a maturity date of March 17, 2016.
Effective June 30, 2019, the legal custodian of the Company assumed and forgave the notes payable and related accrued interest of the Company.
NOTE 6 – STOCKHOLDERS' EQUITY
On August 2, 2019, the Company issued 40,000,000 shares of common stock to a Company controlled by the legal custodian of the Company to settle $11,783 in liabilities.
F-7
| ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION. |
Forward Looking Statements
This section and other parts of this Form 10-Q quarterly report includes "forward-looking statements", that involves risks and uncertainties. All statements other than statements of historical facts, included in this Form 10-Q that address activities, events, or developments that we expect or anticipate will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy and measures to implement strategy, competitive strength, goals, expansion and growth of our business and operations, plans, references to future success, reference to intentions as to future matters, and other such matters are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue," or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments as well as other factors that we believe are appropriate in the circumstances. However, whether actual results and developments will conform to our expectations and predictions is subject to a number of risks, uncertainties, and other factors, many of which are beyond our control.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.
RESULTS OF OPERATIONS
Working Capital
|
September 30,
|
December 31, | |||||||
| 2019 | 2018 | |||||||
| Current Assets | $ | - | $ | - | ||||
| Current Liabilities | 22,673 | 145,684 | ||||||
| Working Capital (Deficit) | (22,673 | ) | (145,684 | ) | ||||
Cash Flows
| September 30, | December 31, | |||||||
| 2019 | 2018 | |||||||
| Cash Flows from (used in) Operating Activities | $ | - | $ | - | ||||
| Cash Flows from Investing Activities | - | - | ||||||
| Cash Flows from (used in) Financing Activities | - | - | ||||||
| Net Increase (decrease) in Cash During Period | - | - | ||||||
|
Operating Revenues
|
We have generated revenues of $0 and $0 for the three months and nine months ended Septemner 30, 2019 and 2018.
|
Operating Expenses and Net Loss
|
Operating expenses for the three months ended September 30, 2019 were $22,456 compared with $0 for the three months ended September 30, 2018. The increase in operating expenses for the three months ended September 30, 2019 is atribtable to an increase in general and adminstrative expenses from $0 for the three months ended June 30, 2018 to $22,456 for the three months ended September 30, 2019.
Operating expenses for the nine months ended September 30, 2019 were $34,456, compared with $0 for the nine months ended September 30, 2018. The increase in operating expenses for the nine months ended September 30, 2019 is atribtable to an increase in general and adminstrative expenses from $0 for the nine months ended September 30, 2018 to $34,456 for the nine months ended June 30, 2019.
During the three months ended September 30, 2019, the Company recorded a net loss of $22,456, compared with net loss of $2,294 for the three months ended September 30, 2018.
During the nine months ended September 30, 2019, the Company recorded a net income of $111,228, compared with net loss of $6,807 for the nine months ended September 30, 2018. The increase in income for the nine months ended September 30, 2019 is atribtable to an income increase due to gain on debt foregiveness from $0 for the nine months ended September 30, 2018 to $150,197 for the nine months ended September 30, 2019.
|
Liquidity and Capital Resources
|
As at September 30, 2019, the Company's cash balance was $0 compared to cash balance of $0 at September 30, 2018. As of September 30, 2019, the Company's total assets were $0 compared to total assets of $0 as at September 30, 2018.
As of September 30, 2019, the Company had total liabilities of $22,673 compared with total liabilities of $145,684 as of December 31, 2018. The decrease in total liabilities is attributed to a decreasee in Account payable and accrued expenses from $37,434 for the year ended December 31, 2018 to $19,672 for the nine months ended September 30, 2019, an increase in Account payable and accrued expenses - related party from $1,250 for the year ended December 31, 2018 to $3,001 for the nine months ended September 30, 2019, a decreasee in Notes payable - related party from $107,000 for the year ended December 31, 2018 to $0 for the nine months ended September 30, 2019 .
|
Cashflow from Operating Activities
|
During the six months ended September 30, 2019 the Company used $0 of cash for operating activities compared to the use of $0 of cash for operating activities during the nine months ended September 30, 2018.
|
Cashflow from Financing Activities
|
|
During the nine months ended September 30, 2019 the Company received $0 cash from financing activities compared to $0 cash from financing activities for the nine months ended September 30, 2018.
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Subsequent Developments
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None.
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Going Concern
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We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern.
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Off-Balance Sheet Arrangements
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We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
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Future Financings
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The Company will consider selling securities in the future to fund operations. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Critical Accounting Policies
Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
Market risk is the risk of loss from adverse changes in market prices and rates. The Company's market risk arises primarily from the fact that the area in which we do business is highly competitive and constantly evolving. The market in which we do business is highly competitive and constantly evolving. We face competition from the larger and more established companies, from companies that have greater resources, including but not limited to, more money, and greater ability to expand their markets also cut into our potential customers. Many of our competitors have longer operating histories, significantly greater financial strength, nationwide advertising coverage and other resources that we do not have.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Based on their evaluation of our disclosure controls and procedures(as defined in Rule 13a-15e under the Securities Exchange Act of 1934 the "Exchange Act"), our principal executive officer and principal financial officer have concluded that as of the end of the period covered by this quarterly report on Form 10-Q such disclosure controls and procedures were not effective due to the lack of segregation of duties and lack of a formal review process that includes multiple levels of review to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms 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 CEO/CFO 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 over Financial Reporting
Except as noted above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our first quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 1. | LEGAL PROCEEDINGS |
None
| ITEM 1A. | RISK FACTORS |
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 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. |
None
| ITEM 4. | MINE SAFETY DISCLOSURE. |
Not Applicable
| ITEM 5. | OTHER INFORMATION. |
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None
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| ITEM 6. | EXHIBITS |
| Exhibit Number | Form | Date | Number | Filed Herewith | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
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32.2
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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X
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| 101.INS | XBRL Instance Document. | X | |||
| 101.SCH | XBRL Taxonomy Extension – Schema. | X | |||
| 101.CAL | XBRL Taxonomy Extension – Calculations. | X | |||
| 101.LAB | XBRL Taxonomy Extension – Labels. | X | |||
| 101.PRE | XBRL Taxonomy Extension – Presentation. | X | |||
| 101.DEF | XBRL Taxonomy Extension – Definition. | X | |||
| Reports on Form 8-K: | |||||
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 21st of November 2019.
| DUKE MOUNTAIN RESOURCES, INC. | ||
| (the "Registrant") | ||
| BY: | /s/Jilian Cowie | |
| Julienne Cowie | ||
| President, Principal Executive Officer, | ||
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