Form 10-Q Spire Technologies Inc.

10-Q - Quarterly report [Sections 13 or 15(d)]

Published: 2008-10-30 17:31:14
Submitted: 2008-10-30
Period Ending In: 2008-09-30
dravco10q9302008.htm DRAVCO MINING INC. FORM 10-Q FOR SEPTEMBER 30, 2008


> ENT> 10-Q 1 dravco10q9302008.htm DRAVCO MINING INC. FORM 10-Q FOR SEPTEMBER 30, 2008

Dravco Form 10-Q for September 30, 2008

 
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X]       QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
  ACT OF 1934 
  FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008 
 
OR   
 
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
  EXCHANGE ACT OF 1934 

Commission file number 000-50664

DRAVCO MINING INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

1909 Dufferin Avenue
Saskatoon, Saskatchewan
CANADA S7J 1B6
(Address of principal executive offices, including zip code.)

1-888-437-5268
(telephone number, including area code)

Suite 490- 580 Hornby Street
Vancouver, British Columbia
Canada V6C 3B6
(Former name or former address, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.
YES [X]    NO [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   [    ]          Accelerated filer   [   ] 
 
Non-accelerated filer   [    ]  Smaller reporting company  [X] 

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 18,000,000 as of October 30, 2008.
 


PART I – FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS

Balance Sheets   F-1 
Statements of Operations   F-2 
Statements of Cash Flows   F-3 
Note to Financial Statements   F-4 

 

 

 

 

 

 

 

 

 

 

 

 

Dravco Mining Inc.         
(An Exploration Stage Company)         
Balance Sheets         
(Expressed in U.S. Dollars)         
 
 
  September 30,   December 31,  
  2008   2007  
  (Unaudited)      
  $   $  
 
Assets         
 
Current Assets         
   Cash  45,484   83,090  
Total Assets  45,484   83,090  
 
 
Liabilities and Stockholders’ Equity         
 
Current Liabilities         
   Accounts payable  3,720   4,455  
   Due to a related party (Note 4)  23,127   23,127  
Total liabilities  26,847   27,582  
Contingencies (Note 1)         
 
Stockholders’ Equity         
 
Common Stock         
   100,000,000 shares authorized, with a $0.00001 par value,         
   18,000,000 shares issued and outstanding  180   180  
Additional Paid-in Capital  199,870   199,870  
Donated Capital  1,200   1,200  
Deficit Accumulated During the Exploration Stage  (182,613 (145,742 )
Total Stockholders’ Equity  18,637   55,508  
Total Liabilities and Stockholders’ Equity  45,484   83,090  

 

The accompanying notes are an integral part of these financial statements

F-1


Dravco Mining Inc.                     
(An Exploration Stage Company)                     
Statements of Operations                     
(Expressed in U.S. Dollars)                     
(unaudited)                     
 
 
 
 
                  Accumulated from  
  Three Months   Nine Months   September 20, 2000  
  Ended   Ended   (date of inception)  
  September 30,   September 30,   To September 30,  
  2008   2007   2008   2007   2008  
  $   $   $   $   $  
 
Revenue           
 
Expenses                     
   Consulting fees      –       2,500  
   Mineral property costs      1,075     1,075   8,345  
   Office and administrative  2,006     1,934   6,501   6,254   35,564  
   Professional fees  15,729     1,590   27,759   9,577   112,631  
   Transfer agent and filing fees  940     552   2,611   977   20,754  
   Travel      –       2,819  
 
Total Expenses  18,675     5,151   36,871   17,883   182,613  
 
 
Net Loss  (18,675 (5,151 (36,871 (17,883 (182,613 )
 
Net Loss Per Share- Basic and Diluted    –     –     –        
 
Weighted Average Number of Shares                     
Outstanding  18,000,000   18,000,000   18,000,000   18,000,000      

 

 

The accompanying notes are an integral part of these financial statements

F-2


Dravco Mining Inc.       
(An Exploration Stage Company)       
Statements of Cash Flows       
(Expressed in U.S. Dollars)       
(unaudited)       
 
 
  Nine Months  Nine Months  
  Ended  Ended  
  September 30,  September 30,  
  2008  2007  
  $  
 
Operating Activities       
 
   Net loss    (36,871)   (17,883)  
 
   Adjustment to reconcile net loss to net cash used in       
        operating activities:       
 
   Changes in operating assets and liabilities       
 
        Accounts payable and accrued liabilities    (735) (1,602 )
        Due to related party    –   (20,000)  
 
Net Cash Used in Operating Activities    (37,606)   (39,485)  
 
Change in Cash    (37,606)   (39,485)  
 
Cash - Beginning of Period    83,090   130,055  
 
Cash- End of Period    45,484   90,570  
 
 
Supplemental Disclosures       
 
   Interest paid    –   –  
   Income taxes paid    –   –  

 

 

 

The accompanying notes are an integral part of these financial statements

F-3


Dravco Mining Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2008
(Expressed in U.S. Dollars)
(unaudited)

1.     

Nature and Continuance of Operations

 
 

The Company was incorporated in the State of Nevada on September 20, 2000 as Dundee Mining Inc. On October 2, 2002, the Company changed its name to Dravco Mining Inc. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises”. The Company’s business plan is to acquire, explore and develop mineral properties and ultimately seek out earnings by exploiting mineral claims. The Company has not determined whether the mining claims contain ore reserves that are economically recoverable.

 
 

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to determine the existence of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, obtain necessary financing and then profitable operations. As at September 30, 2008, the Company has never generated any revenues, and has accumulated losses of $182,613 since inception. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

 
2.     

Summary of Significant Accounting Policies

 
  a)     

Basis of Presentation

 
   

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in U.S. Dollars. The Company’s fiscal year-end is December 31.

 
  b)     

Use of Estimates

 
   

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 at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

 

 

F-4


Dravco Mining Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2008
(Expressed in U.S. Dollars)
(unaudited)

2.     

Summary of Significant Accounting Policies (continued)

 
  c)     

Cash and Cash Equivalents

 
   

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

 
  d)     

Mineral Property Costs

 
   

The Company has been in the exploration stage since its inception on September 20, 2000 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

 
  e)     

Long-lived Assets

 
   

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

 
  f)     

Asset Retirement Obligations

 
   

The Company follows the provisions of SFAS No. 143, "Accounting for Asset Retirement Obligations," which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.

 

 

F-5


Dravco Mining Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2008
(Expressed in U.S. Dollars)
(unaudited)

2.     

Summary of Significant Accounting Policies (continued)

 
  g)     

Financial Instruments

 
   

The fair values of cash, accounts payable, accrued liabilities and due to related party approximate their carrying values because of the short-term maturity of these instruments.

 
  h)     

Concentration of Credit Risk

 
   

Financial instruments that potentially subject the Company to credit risk consist principally of cash. Cash was deposited with a high quality credit institution.

 
  i)     

Foreign Currency Translation

 
   

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted SFAS No. 52 “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

 
  j)     

Income Taxes

 
   

The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduced deferred tax assets to the amount that is believed more likely than not to be realized.

 
  k)     

Comprehensive Income

 
   

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at September 30, 2008 and 2007, the Company has no items that represent a comprehensive income and, therefore, has not included a schedule of comprehensive income in the financial statements.

 

 

F-6


Dravco Mining Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2008
(Expressed in U.S. Dollars)
(unaudited)

2.     

Summary of Significant Accounting Policies (continued)

 
  l)     

Basic and Diluted Net Income (Loss) Per Share

 
   

The Company computes earnings per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

 
  m)     

Recent Accounting Pronouncements

 
   

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk- management activities. SFAS No. 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

 
   

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

 

 

 

F-7


Dravco Mining Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2008
(Expressed in U.S. Dollars)
(unaudited)

2.     

Summary of Significant Accounting Policies (continued)

 
  m)     

Recent Accounting Pronouncements (continued)

 
   

In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s financial statements.

 
   

In December 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements- An amendment of ARB No. 51”.SFAS No. 160 requires companies with noncontrolling interests to disclose such interests clearly as a portion of equity but separate from the parent’s equity. The noncontrolling interest’s portion of net income must also be clearly presented on the Income Statement. SFAS No. 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.

 
   

In December 2007, FASB issued SFAS No. 141, (revised 2007), “Business Combinations”. SFAS No. 141 (revised 2007) applies the acquisition method of accounting for business combinations established in SFAS No. 141 to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. Consistent with SFAS No.141, SFAS No.141 (revised 2007) requires the acquirer to fair value the assets and liabilities of the acquiree and record goodwill on bargain purchases, with main difference the application to all acquisitions where control is achieved. SFAS No.141 (revised 2007) is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.

 

 

 

 

F-8


Dravco Mining Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2008
(Expressed in U.S. Dollars)
(unaudited)

2.     

Summary of Significant Accounting Policies (continued)

 
  m)     

Recent Accounting Pronouncements (continued)

 
   

In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement did not have a material effect on the Company's future reported financial position or results of operations.

 
   

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's future financial position or results of operations.

 
  n)     

Interim Financial Statements

 
   

The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2007, included in the Company’s Annual Report on Form 10-K filed on March 31, 2008 with the SEC.

 
   

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at September 30, 2008, and the results of its operations and cash flows for the nine months ended September 30, 2008 and 2007. The results of operations for the nine months ended September 30, 2008 are not necessarily indicative of the results to be expected for future quarters or the full year.

 

 

 

F-9


Dravco Mining Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2008
(Expressed in U.S. Dollars)
(unaudited)

3.     

Mineral Properties

 
 

In July 2000, the Company, through its President and director, acquired 100% of the rights, title and interest in ten mining claims located in the Osoyoos Mining Division of the Province of British Columbia, Canada. During the year ended December 31, 2007, only five of the mining claims were renewed with the Ministry of Energy and Mines in British Columbia. During the period ended September 30, 2008, the Company’s management decided that it was in the best interest of the Company to forfeit the remaining five mineral claims.

 
4.     

Related Party Transactions

 
 

The President of the Company is owed $23,127 (December 31, 2007 - $23,127) for expenses paid on behalf of the Company. The amount due is unsecured, non-interest bearing and due on demand.

 

 

 

 

 

 

 

 

 

F-10


ITEM 2.      MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

     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. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

     Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock.

     As used in this quarter report the terms “we”, “us”, “our”, and the “Company” means Dravco Mining Inc., unless otherwise indicated.

General

     We were incorporated in the State of Nevada on September 20, 2000 as Dundee Mining Inc. On October 2, 2002 the Company changed its name to Dravco Mining Inc. To date, our only activities have been directed at raising our initial capital and developing our business plan.

     We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations. Our auditors have issued a going concern opinion. This is because we have not generated any revenues from our business operations and we expect to generate operating losses during some or all of our planned development stages, which raises substantial doubt about our ability to continue as a going concern. Accordingly, we will need to raise cash from sources other than internal revenues.

     Our original plan of operation was to prospect for gold. Due to our failure to commence our exploration work on a timely basis our original geologist was no longer available to do work for us. During the year ended December 31, 2007, we renewed five of the ten mineral claims with the Ministry of Energy and Mines in British Columbia and the claims remained valid until September 23, 2008. At the time of renewal, we decided that it was in our best interest to forfeit the remaining five mineral claims, due to the costs associated with maintaining title to the claims.

     Due to our inability to commence exploration on our mining property in British Columbia, Canada, we have considered other types of business opportunities.

     During the fiscal year ended December 31, 2006, we entered into Letter of Intents with two different companies. Negotiations with both companies were terminated and no further negotiations are planned.

     On March 6, 2008 the Company entered into a Letter of Intent to acquire 100% of Zoomnation Inc., a corporation formed in the State of Washington. Zoomnation is a social network community with a software utility program that allows users to manage and organize multiple social networks, blogs, video and voice messages, favorite media websites and chat memberships simultaneously.


     On July 28, 2008, Dravco Mining Inc. terminated negotiations with Zoomnation Inc. and no further negotiations between the parties are ongoing and none are expected to take place.

     We had cash resources of $45,484 as at September 30, 2008. We believe we have sufficient funds to meet our cash requirements for the next twelve months, however, if we are successful in locating another business opportunity and we enter into a business arrangement, we may need to raise additional cash. If additional cash is required, we intend to raise the capital by issuing debt and/or equity securities, although we have no current arrangements or agreements to such financings at this time.

Plan of Operations

     Our original plan of operation was to prospect for gold. Due to our failure to commence our exploration work on a timely basis our original geologist was no longer available to do work for us. Our search for a new geologist was not successful and as a result, we decided to explore alternative business opportunities.

     During the fiscal year ended December 31, 2006, we entered into Letter of Intents with two potential merger candidates. Negotiations with both candidates were unsuccessful and negotiations were terminated. No definitive agreements were entered into with either parties and no further negotiations are ongoing.

     On March 6, 2008 the Company entered into a Letter of Intent to acquire 100% of Zoomnation Inc., a corporation formed in the State of Washington. Zoomnation is a social network community with a software utility program that allows users to manage and organize multiple social networks, blogs, video and voice messages, favorite media websites and chat memberships simultaneously.

     On July 28, 2008, Dravco Mining Inc. terminated negotiations with Zoomnation Inc. and no further negotiations between the parties are ongoing and none are expected to take place.

     We intend to continue to explore other business opportunities although we have not identified any new business opportunities and have no agreements related to such opportunities.

Limited Operating History; Need for Additional Capital

     There is limited historical financial information about Dravco Mining Inc. upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of the business opportunities. Any new business opportunities will likely require additional capital.

     If additional capital is required we will raise funds by issuing debt and/or equity securities although we have no current arrangements or agreements to such financings at this time. 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.

 

 


Results of Activities

From Inception on September 20, 2000 to September 30, 2008

     We acquired the right to conduct exploration activity on ten mineral claims in British Columbia. We completed our public offering on March 10, 2004. During the year ended December 31, 2007, we renewed five of the ten mineral claims with the Ministry of Energy and Mines in British Columbia and the claims remained valid until September 23, 2008. At the time of renewal, we decided that it was in our best interest to forfeit the remaining five mineral claims, due to the costs associated with maintaining title to the claims.

     Due to our inability to commence exploration on our mining property in British Columbia, Canada, we have considered other types of business opportunities.

     During the fiscal year ended December 31, 2006, we entered into Letter of Intents with two potential merger candidates. Negotiations with both candidates were unsuccessful and negotiations were terminated. No definitive agreements were entered into with either parties and no further negotiations are ongoing.

     On March 6, 2008 the Company entered into a Letter of Intent to acquire 100% of Zoomnation Inc., a corporation formed in the State of Washington. Zoomnation is a social network community with a software utility program that allows users to manage and organize multiple social networks, blogs, video and voice messages, favorite media websites and chat memberships simultaneously. On July 28, 2008 all negotiations between the parties were terminated and none are expected to take place.

     The Company had no revenues for the three and nine month periods ended September 30, 2008 and 2007 and does not expect to recognize revenue in the foreseeable future.

     Since inception, we have used our common stock to raise money for the property acquisition, for corporate expenses and to repay outstanding indebtedness. Net cash provided by the sale of shares from inception on September 20, 2000 to December 31, 2007 was $200,050. In addition, Mr. Lozinski has advanced a total of $23,127 to us. The balance of the $23,127 will be repaid once additional funds become available.

Liquidity and Capital Resources

     As of the date of this report, we have yet to generate any revenues from our business operations. We issued 10,000,000 shares of common stock through a Section 4(2) offering in September 2000 to Rodney L. Lozinski, our sole officer and director. This was accounted for as a cash shares purchase of $50.

     On March 10, 2004 we issued an additional 8,000,000 shares of common stock for proceeds of $200,000 pursuant to our public offering.

     Since our inception, Mr. Lozinski, has advanced the total sum of $43,127 to us to pay for the initial start up costs, $20,000 of this amount has been repaid by the Company. The outstanding amount of $23,127 does not bear interest and is not due on a specific date. There are no documents reflecting the loan and Mr. Lozinski has indicated that he will accept repayment from us when money is available.

     As of September 30, 2008 we had $45,484 in total current assets and total current liabilities of $26,847 for a working capital position of $18,637. Total liabilities were comprised of general administrative costs, professional fees, transfer agent fees and the loan payable to Mr. Lozinski.

 


     We believe we have sufficient funds to meet our cash requirements for the next twelve months, however, if we are successful in locating another business opportunity and we enter into a business arrangement, we may need to raise additional cash. The Company's management is exploring a variety of options to meet the Company's cash requirements and future capital requirements, including the possibility of equity offerings, debt financing, and business combinations. There can be no assurance that the Company will be able to raise additional capital, and if the Company is unable to raise additional capital, it will unlikely be able to continue as a going concern.

     The Company’s failure to generate revenues and conduct operations since its inception raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements included in this quarterly report have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its obligations in the normal course of business. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

 
ITEM 4.      CONTROLS AND PROCEDURES.

     Evaluation of Disclosure Controls and Procedures - We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

     We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on our assessment, management has concluded that our disclosure controls and procedures are not effective because certain deficiencies involving internal controls; if aggregated, may possibly be viewed as a material weakness in the Company’s internal control over financial reporting. These deficiencies were discussed in our Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on March 31, 2008. It is clarified that management believes that these deficiencies did not have an effect on the accuracy of the Company’s financial statements for the current reporting period.

     Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect theses controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.

 

 

 

 


PART II. OTHER INFORMATION

ITEM 6.      EXHIBITS.

     The following documents are included herein:

Exhibit No.       Document Description 
 
31.1  Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 
  13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended. 
 
32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the 
Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

 

 

 

 

 

 

 

 

SIGNATURES

     In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 30th day of October 2008.

 

DRAVCO MINING INC. 
(Registrant) 
 
BY:        RODNEY LOZINSKI 
  Rodney Lozinski 
  President, Principal Executive and Principal Financial Officer, 
  Treasurer/Secretary, Principal Accounting Officer, and sole 
  member of the Board of Directors 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

Exhibit No.      Document Description 
 
31.1  Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a- 
  15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended. 
 
32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the 
Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

 

 

 

 

 

 

 

 

 

 

 

exhibit311.htm SARBANES-OXLEY SECTION 302 CERTIFICATION OF CEO AND CFO


> ENT> EX-31.1 2 exhibit311.htm SARBANES-OXLEY SECTION 302 CERTIFICATION OF CEO AND CFO

Sarbanes-Oxley Section 302 Certification of CEO and CFO

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Rodney Lozinski, certify that:

1. I have reviewed this quarterly report on Form 10-Q of DRAVCO MINING 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 statement, 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which the report is being prepared;

     b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report my 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

     d) 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 registrant’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 function):

     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 controls over financial reporting.

Date:  October 30, 2008  RODNEY LOZINSKI 
    Rodney Lozinski 
    Chief Executive and Chief Financial Officer 


exhibit321.htm SARBANES-OXLEY SECTION 906 CERTIFICATION OF CEO AND CFO


> ENT> EX-32.1 3 exhibit321.htm SARBANES-OXLEY SECTION 906 CERTIFICATION OF CEO AND CFO

Sarbanes-Oxley Section 906 Certification of CEO and CFO

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C.'1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 

In connection with the Quarterly Report of DRAVCO MINING INC. (the “Company”) on Form 10-Q for the period ended September 30, 2008 as filed with the Securities and Exchange Commission on the date here of (the “Report”), I, Rodney Lozinski, Chief Executive and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.'1350,asadoptedpursuantto Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

RODNEY LOZINSKI
Rodney Lozinski 
Chief Executive and Chief Financial Officer 
October 30, 2008 

 

 

 

 

 

 

Additional Files
FileSequenceDescriptionTypeSize
0001002014-08-000951.txt   Complete submission text file   137886

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