ZENOSENSE, INC. - Quarter Report: 2013 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ______________________
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Commission file number
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000-54936
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BRAEDEN VALLEY MINES INC.
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(Exact name of small business issuer as specified in its charter)
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Nevada
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N/A
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Bella Vista, Calle Gracia, Casa 19A,Panama City, Panama
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(Address of principal executive offices)
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602-466-3666
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(Issuer’s telephone number)
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Not Applicable
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(Former name, former address and former fiscal year, if changed since last report)
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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.
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[ X ]
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YES
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NO
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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[ X ]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
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[ X ]
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YES
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NO
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
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YES
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NO
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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YES
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NO
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APPLICABLE ONLY TO CORPORATE ISSUERS
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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30,000,000 common shares issued and outstanding as of October 22, 2013.
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BRAEDEN VALLEY MINES, INC.
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Page
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3
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4
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8
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8
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| Item 1. | Legal Proceedings | |
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9
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9
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9
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9
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9
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9
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10
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2
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FINANCIAL STATEMENTS
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Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
BRAEDEN VALLEY MINES, INC.
(A Development Stage Company)
CONDENSED FINANCIAL STATEMENTS
For the Periods Ended September 30, 2013 and 2012
TABLE OF CONTENTS
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PAGE
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F-2
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F-3
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F-4
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F-5 to F-6
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BRAEDEN VALLEY MINES, INC.
(A Development Stage Company)
(unaudited)
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September 30, 2013
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December 31, 2012
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Assets
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(Audited)
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| Total assets | $ | - | $ | - | ||||
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Liabilities and Stockholders’ (Deficit)
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Current liabilities:
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Accounts payable
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$ | 1,679 | $ | 1,686 | ||||
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Advances
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106,536 | 83,428 | ||||||
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Notes payable to related party
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1,675 | 1,675 | ||||||
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Accrued interest on note payable to related party
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419 | 356 | ||||||
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Total current liabilities
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110,309 | 87,145 | ||||||
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Stockholders’ (Deficit):
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Common stock 50,000,000 common stock authorized, $0.001 par value
30,000,000 common shares issued and outstanding
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30,000 | 30,000 | ||||||
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Additional paid in capital
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(15,000 | ) | (15,000 | ) | ||||
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Deficit accumulated during pre-exploration and development stages
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(125,309 | ) | (102,145 | ) | ||||
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Total stockholders’ (deficit)
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(110,309 | ) | (87,145 | ) | ||||
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Total Liabilities and Stockholders’ (Deficit)
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$ | - | $ | - | ||||
See accompanying notes to the condensed financial statements
BRAEDEN VALLEY MINES, INC.
(A Development Stage Company)
For the Three and Nine Months Ended September 30, 2013 and 2012: and
For the Period from August 11, 2008 (Inception) to September 30, 2013
(unaudited)
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Three Months ended September 30, 2013
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Three Months ended September 30, 2012
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Nine Months ended September 30, 2013
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Nine Months ended September 30, 2012
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Cumulative from August 11, 2008 (Inception) to September 30, 2013
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Revenues
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Expense
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Exploration costs
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- | - | - | 606 | 4,856 | |||||||||||||||
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General and administrative expense
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6,572 | 9,498 | 23,101 | 17,291 | 95,034 | |||||||||||||||
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Impairment of mineral property rights
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- | - | 2,500 | 25,000 | ||||||||||||||||
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Total expenses
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6,572 | 9,498 | 23,101 | 20,397 | 124,890 | |||||||||||||||
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Loss from operations
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( 6,572 | ) | ( 9,498 | ) | ( 23,101 | ) | ( 20,397 | ) | ( 124,890 | ) | ||||||||||
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Other income/(expense)
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Interest expense
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( 21 | ) | ( 21 | ) | ( 63 | ) | ( 63 | ) | ( 419 | ) | ||||||||||
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Total other expense
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( 21 | ) | ( 21 | ) | ( 63 | ) | ( 63 | ) | ( 419 | ) | ||||||||||
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Net loss
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$ | (6,593 | ) | $ | (9,519 | ) | $ | (23,164 | ) | $ | (20,460 | ) | $ | (125,309 | ) | |||||
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Net loss per common share:
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Basic and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.0 | ) | $ | (0.00 | ) | ||||||||
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Weighted average common shares outstanding:
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Basic and diluted
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30,000,000 | 30,000,000 | 30,000,000 | 30,000,000 | ||||||||||||||||
BRAEDEN VALLEY MINES, INC.
(A Development Stage Company)
For the Nine Months Ended September 30, 2013 and 2012 and
For the Period from August 11, 2008 (Inception) to September 30, 2013
(unaudited)
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Nine Months ended September 30,
2013
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Nine months ended
September 30,
2012
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Cumulative from
August 11, 2008 (Inception) to September 30,
2013
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Operating Activities
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Net loss
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$ | (23,164 | ) | $ | ( 20,460 | ) | $ | (125,309 | ) | |||
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Adjustments to reconcile net loss to net cash used in operating activities:
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- impairment of mineral property rights
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- | 2,500 | 25,000 | |||||||||
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Changes in operating assets and liabilities:
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- accrued interest
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63 | 63 | 419 | |||||||||
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-accounts payable and accrued expense
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(7 | ) | (60 | ) | 1,679 | |||||||
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Net Cash used in operating activities
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(23,108 | ) | (17,957 | ) | (98,211 | ) | ||||||
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Investing activities
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Acquisition of mineral property rights
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- | (2,500 | ) | (25,000 | ) | |||||||
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Net Cash used in investing activities
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- | (2,500 | ) | (25,000 | ) | |||||||
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Financing activities
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Proceeds from subscriptions of stock
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- | - | 15,000 | |||||||||
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Proceeds advances from a third party
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23,108 | 20,457 | 106,536 | |||||||||
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Proceeds from related party debt
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- | - | 1,675 | |||||||||
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Net Cash provided by financing activities
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23,108 | 20,457 | 123,211 | |||||||||
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Net increase (decrease) in cash
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- | - | - | |||||||||
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Cash, beginning of period
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- | - | - | |||||||||
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Cash, end of period
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$ | - | $ | - | $ | - | ||||||
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Supplemental disclosure of cash flow information
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Cash paid for income taxes
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$ | - | $ | - | $ | - | ||||||
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Cash paid for interest
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$ | - | $ | - | $ | - | ||||||
See accompanying notes to the condensed financial statements
BRAEDEN VALLEY MINES, INC.
(A Development Stage Company)
(Unaudited)
September 30, 2013
1. Basis of presentation
The accompanying unaudited financial statements of Braeden Valley Mines, Inc. (“Braeden” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.
These unaudited condensed financial statements should be read in conjunction with the audited financial statements, as of December 31, 2012, and notes thereto. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
Development Stage Company: The Company has not earned any revenue from operations. Accordingly, the accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies as set forth in Financial Accounting Standards Board Accounting Standards Codification 915 (“FASB ASC 915”). A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
2. Nature of operations and going concern
Braeden was incorporated under the laws of the State of Nevada on August 11, 2008 for the purpose of acquiring and developing mineral properties. The Company’s planned principal operations have not yet begun and the Company’s mineral rights agreement was terminated on May 15, 2013.
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. On May 15, 2013, the Company had terminated its mineral rights agreement and is no longer a pre-exploration stage company. At September 30, 2013, the Company had not yet achieved profitable operations, had accumulated losses of $125,309 since its inception, had a working capital deficit of $110,309 and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the near future. Since its inception, the Company has funded operations through short-term borrowings and equity investments in order to meet its strategic objectives. The Company's future operations are dependent upon external funding and its ability to execute a new business plan, realize sales and control expenses.
Management believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of a new business operation, or if obtained, upon terms favorable to the Company.
Recently Issued Accounting Pronouncements
Accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.
BRAEDEN VALLEY MINES, INC.
(A Development Stage Company)
(Unaudited)
September 30, 2013
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3. Mineral property rights
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On August 11, 2008, Braeden entered into an exploration and mining lease agreement with Altair Minerals, Inc. (“Altair”), and acquired an undivided interest into mining claims located in Elko County, Nevada, in consideration for the payment of advance minimum royalties pursuant to a series of payments to be made over a 3 year period starting from August 12, 2008, and ending on May 15, 2013.
The Company chose not to renew the lease on May 15, 2013 resulting in termination of the exploration and mining lease agreement with Altair Minerals, Inc. There are no further payments required as a result of the termination. The Company recognized an impairment loss of $0 and $2,500 for the three months and nine months ended September 30, 2012 and a cumulative impairment loss of $25,000, which represented the total $25,000 of acquisition costs paid to acquire the exploration and mining lease agreement for this property.
4. Advances
During the nine month period ended September 30, 2013, the Company received advances from a third party of $23,108.
These advances do not bear interest and do not have any specific terms of repayment. Total advances due to this third party were $106,536 as of September 30, 2013.
5. Note payable from a related party
On September 30, 2008, Braeden received $1,675 pursuant to a promissory note with the President of the Company. The note is unsecured, bears interest at 5% per annum, calculated annually, and is due on demand. At September 30, 2013, the total due including interest was $2,094 and at December 31, 2012 was $2,031 including $419 of accrued interest and $356 of accrued interest at December 31, 2012.
6. Common stock
Braeden’s authorized common stock consists of 50,000,000 shares of common stock, with par value of $0.001.
On September 30, 2008, Braeden issued 30,000,000 shares of its common stock to two former directors at $0.0005 per share, for net proceeds of $15,000.
7. Subsequent event
On October 25, 2013, the Board of Directors of Braden Valley Mines, Inc. (the “Company”) appointed Mr. Carlos Jose Gil, 44, as a new director of the Company, effective as of October 25, 2013. Mr. Gil shall hold office for a term expiring at the 2013 Annual Meeting of the Company’s stockholders, which is scheduled to be held on November 18, 2013.
Mr. Gil, pursuant to director compensation letter, will receive Euro 4,500 per month for his service on the Company’s Board of Directors.
Forward-Looking Statements
This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
As used in this quarterly report, the terms "we", "us", "our", "our company" “the Company” and “Braeden” mean Braden Valley Mines Inc., unless otherwise indicated. We have no subsidiaries.
General Overview
We were incorporated in the State of Nevada on August 11, 2008.
On November 23, 2009, we appointed Ronald Erickson as the Company’s President, Treasurer and Secretary. On July 5, 2013, the Company’s Board of Directors (the “Board”) received the resignation of Mr. Ronald Erickson as the Company’s President, Secretary, Treasurer and as a member of the Board of Directors.
On July 5, 2013, the Board appointed Mr. Braulio Alejandro Vasquez (age 39) as the Company’s President, and Treasurer. In addition Mr. Hilario Vanegas Gutierrez (age 38) was appointed as the Company’s Secretary. Messers, Vasquez and Gutierrez will hold these positions until they resign or are replaced by the Board. Messers Vasquez and Gutierrez have been serving as members of the Company's Board of Directors since inception.
On October 25, 2013, the Board of Directors appointed Mr. Carlos Jose Gil, as a new director of the Company, effective as of October 25, 2013.
Plan of Operation
Braeden was organized under the laws of the State of Nevada on August 11, 2008 to explore gold and other mineral properties in North America.
We were formed to engage in the exploration of mineral properties for gold and other mineral properties. We acquired the right to explore and develop four (4) unpatented lode mining claims situated in the Northern Tuscarora Mountains of Elko County, Nevada. We refer to these mining claims as the “New Dawn Property” or “New Dawn”.
On May 15, 2013, our mining lease of New Dawn Property expired and we have lost our right to explore this mining property and we are no longer considered a pre-exploration stage company and are now considered a development stage company.
We currently have no other mining properties or mining assets. We are presently looking for other business opportunities.
Results of Operations
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Overview
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The following discussion of the results of operations, cash flows and changes in our financial position should be read in conjunction with our audited financial statements and notes for the year ended December 31, 2012, which are included in our Form 10-K/A filed on April 17, 2013.
Three Months Ended September 30, 2013 and 2012
Our operating results for the three months ended September 30, 2013, for the three months ended September 30, 2012, and the changes between those periods for the respective items are summarized as follows:
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Three Months Ended
September 30, 2013($)
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Three Months Ended
September 30, 2012($)
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Change Between
Three Month Period Ended
September 30, 2013
and September 30, 2012
($)
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Revenue
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Nil
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Nil
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Nil
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Operating Expenses
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6,572 | 9,498 | (2,926 | ) | ||||||||
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Net Income (Loss)
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(6,593 | ) | (9,519 | ) | (2,926 | ) | ||||||
Operating Expenses
Our operating expenses for the three months ended September 30, 2013 and September 30, 2012 are outlined in the table below:
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Three Months Ended
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September
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2013
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2012
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Exploration costs
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$ | 0 | $ | 0 | ||||
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General and administrative expenses
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$ | 6,572 | $ | 9,498 | ||||
The slight decrease in operating expenses for the three months ended September 30, 2013, compared to the same period in fiscal 2012, was mainly due to a decrease in legal fees.
We have earned $Nil revenues from selling precious metals since our inception.
Nine Months Ended September 30, 2013 and 2012
Our operating results for the nine months ended September 30, 2013, for the nine months ended September 30, 2012, and the changes between those periods for the respective items are summarized as follows:
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Nine Months Ended
September 30, 2013($)
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Nine Months Ended
September 30, 2012($)
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Change Between
Nine Month Period Ended
September 30, 2013
and September 30, 2012
($)
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Revenue
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Nil
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Nil
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Nil
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Operating Expenses
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23,101 | 20,397 | 2,704 | |||||||||
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Net Income (Loss)
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(23,164 | ) | (20,460 | ) | 2,704 | |||||||
Operating Expenses
Our operating expenses for the nine months ended September 30, 2013 and September 30, 2012 are outlined in the table below:
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Nine Months Ended
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September
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2013
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2012
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Impairment of mining property acquisition costs
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$ | - | $ | 2,500 | ||||
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Exploration costs
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$ | - | $ | 606 | ||||
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General and administrative expenses
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$ | 23,101 | $ | 17,291 | ||||
The increase in operating expenses for the nine months ended September 30, 2013, compared to the same period in fiscal 2012, was mainly due to an increase in legal fees.
Revenues
We have earned $Nil revenues from selling precious metals since our inception.
Liquidity and Financial Condition
As of September 30, 2013, our total assets were nil and our total current liabilities were $110,309 and we had a working capital deficit of $110,309. Our financial statements report a net loss of $6,593 for the three months ended September 30, 2013 and a net a loss of $23,164 for the nine months ended September 30, 2013.
We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.
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Cash Flows
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At
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At
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September 30, 2013
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September 30, 2012
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Net Cash Used in Operating Activities
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$ | (23,108 | ) | $ | (17,657 | ) | ||
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Net Cash Used In Investing Activities
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$ | (0 | ) | $ | (2,500 | ) | ||
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Net Cash Provided by Financing Activities
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$ | 23,108 | $ | 20,457 | ||||
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Cash increase (decrease) during the period
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$ | - | $ | - | ||||
We had cash in the amount of $Nil as of September 30, 2013 as compared to $Nil as of September 30, 2012. We had a working capital deficit of $110,309 as of September 30, 2013 compared to working capital deficit of $87,145 as of September 30, 2012.
Based on our current operating plan, we do not expect to generate revenue that is sufficient to cover our expenses for at least the next twelve (12) months. In addition, we do not have sufficient cash and cash equivalents to execute our operations for at least the next twelve (12) months. We will need to obtain additional financing to operate our business for the next twelve (12) months. We will raise the capital necessary to fund our business through a private placement and public offering of our common stock. Additional financing, whether through public or private equity or debt financing, arrangements with stockholders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations.
Since inception, we have issued 30,000,000 shares of our common stock for $15,000 in cash.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Limited Operating History; Need for Additional Capital
There is limited historical financial information about us upon which to base an evaluation of our performance. We have no assets, operating plan or business plan and have not generated any revenues from operations. We are seeking new business opportunities and there is no assurance we will be able to locate or acquire any such opportunities.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Off-Balance Sheet Arrangements
We do not have any significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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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.
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CONTROLS AND PROCEDURES.
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Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective. There were no changes in our internal control over financial reporting during the quarter ended August 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Internal Controls Over Financial Reporting
Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over financial reporting and include in this Quarterly Report on Form 10-Q a report on management’s assessment of the effectiveness of our internal control over financial reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting were not effective, as of September 30, 2013, and were not effective during the entire quarter ended September 30, 2013.
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RISK FACTORS
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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.
None.
The following documents are included herein:
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Exhibit No.
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Document Description
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
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Filed herewith.
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32.1
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Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
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Filed herewith.
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101.INS*
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XBRL Instance Document
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Filed herewith.
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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Filed herewith.
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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Filed herewith.
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101.LAB*
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XBRL Taxonomy Extension Labels Linkbase Document
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Filed herewith.
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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Filed herewith.
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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Filed herewith.
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* Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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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 7th day of November, 2013.
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BRAEDEN VALLEY MINES INC.
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Date: November 12, 2013
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/s/ B. Alejandro Vasquez
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B. Alejandro Vasquez
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President, and Treasurer
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