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even blind dogs find bones. who cares??? i dont. good luck.
How wrong can someone be LOL LOL
lol-so peacefull
I just read a bunch of old posts. I'm a newcomer to pennies compared to many of you. The Useltons are famous, or rather infamous.
Everybody blames message board posters for stock prices collapsing. The truth is that they send their lies directly to the SEC lawyers.
According to reports, the SEC's complaint charged Darrel Uselton, 40, and his uncle, Jack Usleton, 69, both from Texas, US, with orchestrating a series of spam email campaigns designed to con unwary investors and to manipulate the stock market. The men are believed to have used a zombie network of hijacked computers across the country to distribute these emails and ultimately to defraud unsuspecting computer users out of an estimated USD 4.6 million. The investigation began after a SEC lawyer received one of the Uselton's fraudulent emails at work.
http://www.net-security.org/secworld.php?id=5335
OUCH!!!!
http://pennystock-fraud.info/
Tuesday, July 10, 2007
Texas Attorney General, SEC File Market Manipulation and Stock Fraud Charges Against Two Texas Residents
Illegal “botnets” used to cheat investors out of more than $4.6 million
HOUSTON – Texas Attorney General Greg Abbott’s Special Investigations Unit charged two Texas residents with devising an illegal high-tech scheme to defraud investors out of more than $4.6 million. Both suspects, who were indicted July 3 by a Harris County grand jury, are the subjects of an ongoing investigation by several states and the Securities and Exchange Commission (SEC). In addition to the state’s charges, the suspects face securities fraud charges, which were filed today by the SEC.
Darrel Uselton, 40, of Katy, and his uncle, Jack Uselton, 69, of Houston, face organized criminal activity and money laundering charges. According to state and federal investigators, the Useltons reaped millions in illegal profits by promoting shares from at least 13 penny stock companies. The suspects then secretly sold those stocks into an artificially active market they created with manipulative trading schemes, spam e-mail campaigns, direct mailers, and Internet-based promotional activities.
The case is being prosecuted by the Texas Attorney General’s Office (OAG) and the Office of Harris County District Attorney Chuck Rosenthal with investigative assistance from the New York Attorney General’s Office. OAG investigators have seized more than $4.2 million from bank accounts associated with the defendants. Darrel Uselton was arrested by OAG investigators and is currently being held in Harris County Jail in lieu of $8 million bond. An arrest warrant has been issued for Jack Uselton.
“Investors will not tolerate scam artists who use the Internet to illegally manipulate stock prices,” Attorney General Abbott said. “Together with several states and the SEC, we have uncovered an elaborate scheme to defraud unwitting investors. The Office of the Attorney General will aggressively prosecute market manipulators, spammers and con artists whose illegal schemes defraud unsuspecting citizens.”
SEC Chairman Christopher Cox added: “This latest step in the Commission’s anti-spam initiative is intended to protect investors from fraud artists who would treat the investing public as their personal ATM machines. The use of bots to spread investment spam at exponentially higher rates is making this type of fraud an even more virulent threat to ordinary investors. Not only are victims getting hit with get-rich-quick spam, but by turning the victims’ computers into zombies, these fraudsters are sending out still more spam to others. Given estimates that up to one quarter of all personal computers connected to the Internet are part of a botnet, and the thriving market in selling lists of compromised computers to hackers and spammers, the SEC is taking this very seriously. We remain aggressively committed to tracking down anyone attempting to use bots to prey on investors with false or misleading spam about securities.”
The Commission’s complaint, which it filed with the U.S. District Court in Houston, charges the Useltons with orchestrating a series of spam e-mail campaigns. The scheme, which relied on an array of computer “botnets,” touted near-worthless penny stocks in millions of spam e-mails sent to potential investors. Those unsolicited electronic messages included baseless price projections and other unfounded claims. Each campaign, which featured a single company, lasted anywhere from several days to several weeks.
According to the SEC’s complaint, the Useltons earned more than $4.6 million from their fraudulent scheme between May 2005 and December 2006. The SEC’s complaint indicates the Useltons and companies they controlled received unrestricted penny stock shares despite little or no investment. Those shares were allegedly provided in return for their purported financing or promotional activities.
Darrel Uselton was disciplined by the National Association of Securities Dealers (NASD) in 2004 and 2005. In a 2002 action that has since settled, the SEC permanently enjoined Jack Uselton from violating anti-fraud regulations.
AJ - I'll be leaving for Anguilla on my boat ShortSqueeze next Saturday. Meet me in St. Maarten Sunday if you wanna roll. Also check out my new board: http://investorshub.advfn.com/boards/board.asp?board_id=9894
WEEEEEEEEEEEEEEEE. Also, word on the street is that the SEC is about to suspend a whole new round of stinky pinkies - check out http://www.sec.gov
Agree... word on the street today was a locust got mad about something and was bidwhacking all day... looks like the drama (or lack there of) is getting to people... the weird part was people were posting about this on here... I'd think the locust would want to keep that sorta stuff to themselves... oh well...
When we going fishing again? I wanna catch another marlin!! Weeee
UMNG - I think these are the final hours. Will be sub penny again very soon.
Not sure why you are so hung up on this notion I lost money simply because I don't actively trade anymore. I took $125K of my money and started a Software Company. Early to mid next year we should be getting listed on the OTCBB. By next month we should have our REGDEX on file with the SEC. Maybe you would consider investing lol?
Ihub lacks a built in "spell checker". I'm only good with numbers :)
Okay...friends might be a stretch, but regardless, he puts out a watch list of 30 stocks. Can you really expect them all to go up?
You know we are friends???? All i know is lemmy is a poster on iHUB. that's all i know. Besides...The decline in all 3 stocks does make u wonder...just a little.
Really, click his name and read all the stuff he writes. I know you guys are friends, but come on, his fascination/obsession with Bill is amazing, if not twisted and sick.
It's a watch list.... not a command list.
I think lemmy brings up some valid points. Nothing personal. FWIW/IMO
Next time, don't invest your entire allowance into one stock... Grow up!
LMFAO!!!!!!!!! AHAHAHAHAHAHH
Hey Blue, maybe it was this guy posting about the short.
http://investorshub.advfn.com/boards/read_msg.asp?message_id=21471223
there is/was no short. all gimmick IMO. stock is on the brink of collapse. sad. very sad.
How much you think Bill.Panetta got paid to.pump.SHTP.PK?
And RVNG.OB?
And ADPR(E).OB or .PK or whatever the pump ticker was?
What a coward. When his pumps go sour, he never mentions them, hoping that people will forget about them. But eight months later, if it were to go up, he'll be the first one to rant and rave that it was on his "watch" list.
I think Jonathon Lebed has more honor, if that's possible!
Obviously not obvious enough...
There were a lot of posters claiming the name and cusip change would force the shorts to cover. Nothing happened, so were these posters wrong about that? Or was there no short?
Yep, I agree. I have more than one friend "stuck" there because they were consistently promised the short squeeze was imminent and right around the corner by certain posters who proclaimed to have "hour of DD".
Perhaps this quote applies to those who spent "hours" DDing?
" Good stocks are obvious. Extensive DD is how you convince yourself to buy a bad one. "
i feel sorry for people who bought and didnt hit the sell button enough times - (if at all apparently). its actually sad. another Pinky wins and another investor loses. ALL IMO.
Loanstew:
I feel very good about SQUM and have been taking advantage of the recent downdraft and now have a very nice position accumulating between .10 and .12. SQUM should rebound nicely and I feel confident that a resolution to recent 8-K filing will be favorable to the shareholders.
indeed. unlike a few others:
Hey there analystslie!!!!
Yes, SQUM is holding quite nicely, despite the bumps in the road, we now see that BLACK AND DECKER's KWIKSET division has started putting out the SmartScans in stores at many states all along the US, just a little later than KWIKSET stated they intended to get them out on the shelves. Important to note that SQUM had nothing to do with the dates.
In other news, UMNG continues to flounder, having to be rescued by an tape-paint at the last minute just to give it a green appearance. Unfortunately though, the continued lack of followthrough on any of their PRs (other than the symbol/CUSIP change) and no proof of any claims in their name have contributed to the continued fall through the .05s and toward the .04s, where outside of the last trade today, they have remained.
TYHR is another joke, it was seen as a momo play, but the 1:1000 reverse split, followed by a continued delay in getting it trading again, has destroyed any chance of momentum other than downward.
FCCN...well...that says it all, I suppose.
Continued poor performance on that stock.
ABVG-Since announcing the joint venture with UMNG, the stock has lost half its value.
Hope everyone has a great weekend!
IMO/FWIW
SQUM chart looking good.
SQUM (.12) WEEEEEEEEEEEEEEEEEEEEEEEE- looks like its headed back up from the .10 bottom!!!!!! All indicators turning back up!!!
TYHR - I don't know. But i will ask around.
I'm gonna try to catch that knife.
They had the rights, or so they claimed, to a small airport outside of Montreal too I believe.
And when called, no one at the airport knew anything about it. LOL
Blue let me know if any of your friends were hurt by TYHR managements 1000 for 1 RS. We are trying to get a group together to take some kind of action. they can post on TYHR and we can contact them. Thanks
Yes very interesting!
That was it, from what i remember he was a bit of a gangster. I remember owning shares at 1.2 cents they dropped to .005 in about 10 minutes on some news. They then continued to the tz's within a few months.
Coastal Holdings, Inc. through its affiliate company , has completed the initial investment in a 1 square kilometer parcel of land (the “Property”) in Paris , France . By diversifying, the Company is planning to undertake up to an 80 million euro, 5 to 10 year urban development project on the Property, which is located about 12 kilometers from the capital city of Paris . The location of the Property for this development project is ideal and will be in high demand as it is situated on the Ile de France (Paris), mainly in the Essonne region, which is in close proximity to the train stations (the SNCF) and major highways. The strategic investmentsand acquisitions management makes will allow for dramatic increases in revenues, contain costs, and improve overall operations. Thus, we believe that in response to improving operations, and if the stated acquisitions by the company are made, CSJJ.PK can be going up to our intermediate-term price sooner than later.
Im sure i got caught out with one of his stocks years ago, was it somthing to do with buying an airport in canada ?.
Cortellazzi is Italian -
From Wikipedia:
Andrea in popular culture
In Italy, Andrea is used exclusively as a masculine name. In the year 2004, it was the third most popular name with 3.2% of the newly borns [1]. It is one of the few male names ending in a, with others being Luca (Lucas), Mattia (Matthias), Nicola (Nicholas). It is traditionally popular because, according to the Christian Bible, Saint Andrew was one of the earliest disciples of Jesus and one of the twelve Apostles.
its spelled Andrea on several documents. is that meant to be misleading? or is he a HE-SHE????? Like a PAT or something??LOL. Thanks.
i think RNVG needs to take out more ads on CNBC. LOL!!!
Panetta pump pick RVNG getting slaughtered (said $3-4)...
...and said July would be a big month (LOL!!) and this unashamed pumper is on the radio? You gotta be kidding me.
Yes. His first name is Andreas. I think many thought his first name previously was Andrea (the female version).
Cortellazzi is a man. I think we confirmed that yes? if not, see how many times HE is referred to as MR. Cortellazzi in this filings.
10KSB for M45 filed today:
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>frm10ksb-31mar2007.txt
<DESCRIPTION>FORM 10-KSB MARCH 31, 2007
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the fiscal year ended March 31, 2007
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from __________ to __________
Commission file number: 33-55254-42
M45 Mining Resources Inc.
(Name of small business issuer in its charter)
NEVADA 87-0485310
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1212 Redpath Crescent, Montreal, (Quebec) Canada
(Address of principal executive offices) (H3G-2K1)
Issuer's telephone number, including area code: (514) 288-8494
Securities registered under Section 12 (b) of the Exchange Act: None
Securities registered under Section 12 (g) of the Exchange Act: None
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 past 12 months
(or for such shorter period that the issuer was required to file such
reports),and (2) has been subject to such filing requirements for the past 90
days. [X] Yes [ ] No
Indicate by check mark if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and no disclosure
will be contained, to the best of issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10 - KSB. [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
The issuer's revenues for its most recent fiscal year: $0.00
As of July 11, 2007, there were 24,342,500 shares of the common stock issued and
outstanding. The aggregate market value of the common equity held by
non-affiliates (based on the average bid and ask price of the common stock) as
of July 11, 2007 was $253,076. (USD).
Transitional Small Business Disclosure Format (Check one) [ ] Yes [X] No.
<PAGE>
M45 Mining Resources Inc
(formerly Quantitative Methods Corporation)
2007 FORM 10-KSB ANNUAL REPORT
TABLE OF CONTENTS
PART I
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Item 6. Management's Discussion and Analysis or Plan of Operation
Item 7. Financial Statements
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure
Item 8A. Controls and Procedures
Item 8B. Other Information
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16 (a) of the Exchange Act
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters
Item 12. Certain Relationships and Related Transactions
Item 13. Exhibits
Item 14. Principal Accountant Fees and Services
Signature page
2
<PAGE>
PART I
ITEM 1. Description of Business.
Forward Looking Statements
Information in this Form 10-KSB contains "forward looking statements" within the
meaning of Rule 175 of the Securities Act of 1933, as amended, and Rule 3b-6 of
the Securities Act of 1934, as amended. When used in this Form 10-KSB, the words
"expects," "anticipates," "believes," "plans," "will" and similar expressions
are intended to identify forward-looking statements. These are statements that
relate to future periods and include, but are not limited to, statements
regarding our adequacy of cash, expectations regarding net losses and cash flow,
statements regarding our growth, our need for future financing, our dependence
on personnel, and our operating expenses.
Forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those projected. These
forward-looking statements speak only as of the date hereof. The Company
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.
Business Development
M45 Mining Resources Inc., sometimes referred to herein as "we", "us", "our" and
the "Company" and/or "M45", was incorporated on July 26, 1990, under the laws of
the State of Nevada, to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions which would provide an
eventual profit for the Company.
In November 1995, the Company, in consideration of the issuance of 150,000
authorized but unissued shares, received $75,000 (USD) from Capital General
Corporation. The sales price $0.50 (USD) per share was arbitrarily decided upon
by both parties. After the completion of the stock purchase, Capital General
became the holder of approximately 49.6% of the outstanding shares of the
Company.
The Company had been in the development stage from inception until December
1998, and its operations had been limited to the aforementioned sale of shares
to Capital General Corporation and the gift of shares to the minority
shareholders. During this period, the Company had continued to search for
potential business opportunities, which might have involved the acquisition,
consolidation or reorganization of an existing business.
3
<PAGE>
On January 8, 1999, the board of directors of M45 entered into an Agreement with
Softguard Enterprises Inc. ("Softguard"), a private Canadian corporation,
whereby the Company issued and delivered, 7,650,000 shares, of its common stock
bearing a restrictive legend, in exchange for which issuance, M45 acquired all
of the outstanding shares of Softguard. The transaction was exempt from the
registration requirements of the Securities Act of 1933 by virtue of Section
4(2) thereof. Following the transaction the former shareholders of Softguard
owned 82% of the outstanding shares of the Company.
On December 31, 2002, the board of directors of M45 unanimously agreed to
abandon its wholly owned subsidiary, Softguard Enterprises Inc., due to lack of
operations. They determined that Softguard's original business plan could not be
executed and developed due to lack of operating capital and failure to complete
the product design and development of the computer software technology.
On September 1, 2005, M45 consummated the transaction contemplated by the Share
Exchange Agreement between M45, Roadvision and the Roadvision Selling
Shareholders, pursuant to which the parties agreed that M45 would acquire all of
the issued and outstanding shares of Roadvision in exchange for the issuance in
the aggregate of 7,250,000 of M45's shares of common stock to Roadvision Selling
Shareholders. The issuance of M45's shares of common stock to Roadvision Selling
Shareholders was exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof and to provisions of Regulation S.
Roadvision became a wholly-owned subsidiary of M45 and, upon the issuance of
shares, the Roadvision Selling Shareholders owned approximately 42% of all of
M45's issued and outstanding stock. M45 currently has a total of 24,342,500
shares of common stock issued and outstanding.
On January 17, 2007, the Registrant entered into an Agreement with Exploration
Miniere Grenville Inc. ("EMG"), a Quebec corporation, whereby EMG sold to the
Registrant a total of TWO HUNDRED AND NINETY-TWO (292) mining claims located in
the Matagami Mining Camp, Province of Quebec in or around designated territory
32F for the purchase price of NINE HUNDRED NINE THOUSAND AND NINETY (909,090)
shares of common stock of the Registrant. The agreement stipulates that
following completed drilling and positive results the Company will pay the sum
of $ 2,000,000 to ("EMG"). At July 1,2007 the shares had not been issued.
On January 17, 2007, the Company received written consents in lieu of a meeting
of stockholders from holders of a majority of the shares of Common Stock
representing in excess of 50.1 % of the total issued and outstanding shares of
voting stock of the Company (the "Majority Stockholders") approving the
Certificate of Amendment to the Certificate of Incorporation of the Company,
pursuant to which the Company's name will change to "M45 Mining Resources Inc."
(the "Name Change").
4
<PAGE>
The Board of Directors (the "Board") by unanimous written consent dated as of
January 17, 2007, and certain stockholders (the "Majority Stockholders"), owning
a majority of issued and outstanding capital stock of the Company entitled to
vote, by written consent dated as of January 17, 2007, approved and adopted
resolutions to amend the Company's Certificate of Incorporation. The Certificate
of Amendment to the Company's Certificate of Incorporation, already filed with
the Secretary of State of the State of Nevada changed the Company's name to "M45
Mining Resources Inc."
Purpose of Proposed Name Change
Based upon the acquisition of certain mining claims from Exploration Miniere
Grenville Inc., management thought it was best to put forward this name change
so as to more accurately reflect the nature of the business we are engaged in.
On March 28, 2007, the Registrant completed execution of a COMMON STOCK PURCHASE
AGREEMENT with Andre Boyer (the "Purchasers") for the sale of 100% of the issued
and outstanding common stock of Roadvision Technologies Inc., a subsidiary of
the Registrant.
The Purchase Price consists of the following:
The assumption of all liabilities of the Company and Roadvision by the
Purchasers totaling TWO HUNDRED NINETY EIGHT THOUSAND, THREE HUNDRED AND
TWENTY-TWO DOLLARS ($298,322).
Purchaser will assume responsibility for all prepaid deposits;
Purchaser will assume all responsibility for all past engagements, lease
agreements and contracts with employees and other parties; and
Purchaser will give Seller an exclusive sale license agreement of Roadvision for
Asia and Europe for a total of five (5) years for which Seller shall pay
Purchaser TWENTY-FIVE Percent (25%) of the profit and a TEN PERCENT (10%)
royalty to Seller on all license agreements sold within the next Five (5) years.
The closing of the transaction took place on March 28, 2007.
Business of Issuer
M45 Mining Resources Inc.'s new strategy is focused on building shareholder
value through the exploration and development of mineral claims, particularly in
the Matagami Mining Camp located in Quebec, Canada. The Matagami Mining Camp is
known for its zinc-rich massive sulphide deposits. Initial exploratory work in
the Camp can be traced back to the 1930's with Noranda's activities in the
region. Ten of the eighteen deposits discovered to date have been mined and have
produced a total of 3.9 Mt zinc and 0.4 Mt copper.
M45 Management believes that there are likely one or more deposits situated
within the limits of the Claims due to the fact that the property is located
near past producers and existing deposits.
5
<PAGE>
Management has commenced its first phase exploration program in early April and
conducted full surveying and NI-43-101 to determine the location of potential
deposits. On June 7 2007, the company received final results of the NI-43-101
reports confirming the presence of deposits. The Company intends to initiate a
massive drilling program as per the geologist's recommendation, which is
contained in the report. The drilling program cost will represent a total of $
2.8 million Canadian.
During the fiscal year ended March 31, 2007, M45's subsidiary Roadvision
generated no revenues.
As of April 1, 2007, the Company has hired five (5) full-time consulting
employees. The President and Secretary-Treasurer have agreed to allocate a
portion of their time without compensation to the activities of the Company.
From March 31 to July 1, 2007 the Company had no revenues. The Company has hired
an external geologist firm to conduct geologic reports NI-43-101 on its Matagami
property for an approximate cost of $ 50,000. The Company also incurred
operation costs related to completing marketing material such as; Logo's Web
site, summaries and other corporate presentation material. M45 has started to
pay rent and common shared expenses as of April 1, 2007; the agreement is for
rent, telephone, utilities and other operation support cost at a set price of $
3,000 a month. The Company also incurred expenses to cover for legal fees,
filing expenses, press releases, traveling expenses, representation costs,
mailings, research costs, and various operational costs. These above mentioned
costs represent an approximate total of $ 150,000 and were paid by a control
person and will be treated and reported as an advance from shareholder in the
first quarter of fiscal year 2007. The shareholder agreed to continue to support
operational costs until the Company can generate revenues from financing
activities and or from commercial operations.
The Company expects to encounter intense competition in its efforts to become a
leader in mining exploration. Many large and small companies compete in this
intense market. The principal means of competition vary among categories and
business groups; however, the value of the territories is certainly to be taken
into consideration. The competing entities will have significantly greater
experience, financial resources, facilities, contacts and managerial expertise,
than the Company.
Reports to Security Holders
M45 is a reporting company under Section 15(d) of the Securities Exchange Act of
1934, as amended, that electronically files periodic and episodic reports
including quarterly reports on Form 10-QSB, annual reports on Form 10-KSB, and
other reports and information with the Securities and Exchange Commission
("SEC"). The SEC maintains an Internet site (http://www.sec.gov) that contains
these reports, and all other information regarding issuers.
6
<PAGE>
ITEM 2. Description of Property.
During the fiscal year ended March 31, 2007, the Company occupied office space
supplied by Roadvision at 7575 Trans Canada Highway, Suite 500, St-Laurent
(Quebec) Canada until January 17, 2007. This space is provided to the Company on
a rent free basis, and management believes that this arrangement will meet the
Company's needs for the foreseeable future. From January 18 until the present,
M45 occupies office space supplied by a shareholder at no cost, which is located
at: 1212 Redpath Crescent, Montreal, Quebec, Canada.
The Company owns a total of TWO HUNDRED NINETY-TWO (292) mining claims located
in the Matagami Camp, Province of Quebec in or around designated territory 32F
acquired for the purchase price of NINE HUNDRED NINE THOUSAND NINETY (909,090)
shares of common stock of the Registrant.
Investment Policies
At the present time, the Company does not have any intentions of investing in
any real estate property; real estate mortgages, real estate backed securities,
or have any agreements with persons primarily engaged in real estate activities.
During the fiscal year ended March 31, 2007, the Company did not own, intend to
own, or lease any property.
ITEM 3. Legal Proceedings.
As of the date hereof, there are no legal proceedings pending or threaten by or
against the Company. Nor are any of its directors, officers or affiliates in a
party adverse to the Company in any legal proceedings.
ITEM 4. Submission of Matters to a Vote of Security Holders.
On March 21, 2007, the Registrant filed a Def 14C Information Schedule with
respect to the amendment of the name change of the Registrant to M45 Mining
Resources Inc. The majority of shares entitled to vote approved the amendment.
PART II
ITEM 5. Market for Common Equity and Related Stockholder Matters
Market Information
The Company has authorized capital stock of 25,000,000 shares of common stock
with a par value of $.001, of which 24,342,500 shares were issued and
outstanding as of July 11, 2007. The Company's common stock commenced trading on
January 27, 1999 on the OTC Bulletin Board (OTCBB) operated by the National
Association of Securities Dealers, Inc., under the symbol "MRES".
The table below sets forth the reported and summarized high and low bid prices
of the common stock for each quarter shown, as provided by the NASD Trading and
Market Services.
7
<PAGE>
The quotations reflect inter-dealer prices, without adjustment for retail
markups, markdowns or commissions and may not represent actual transactions in
our securities.
Fiscal Year Ended on March 31, 2007
Quarterly Common Stock Bid Price Range High Low
--- ---
March 31, 2007 0.85 0.40
December 31, 2006 1.50 0.30
September 30, 2006 2.85 0.35
June 30, 2006 0.85 0.12
Fiscal Year Ended on March 31, 2006
Per Share Common Stock Bid Prices by Quarter High Low
---- ---
March 31, 2006 0.16 0.16
December 31, 2005 0.30 0.16
September 30, 2005 0.57 0.28
June 30, 2005 0.65 0.28
Holders
As of June 15, 2007, there were approximately 540 holders of record of the
Company's common stock. The number of registered shareholders excludes any
estimate of the number of beneficial owners of common shares held in street
name.
Dividends
The Company has not declared or paid a cash dividend to stockholders since it
was organized and does not intend to pay dividends in the foreseeable future.
The board of directors presently intends to retain any earnings to finance our
operations and does not expect to authorize cash dividends in the foreseeable
future. Any payment of cash dividends in the future will depend upon the
Company's earnings, capital requirements and other factors.
Securities Authorized for Issuance under Equity Compensation Plans
On April 6, 2007, the Company filed a Registration Statement on Form S-8,
wherein the Company registered a total of 7,000,000 shares of common stock
pursuant to an Employee Stock Option Plan, adopted March 26, 2007, whereby
certain employees of the Company were granted the right to purchase shares of
common stock of the Company at not less than 85% of the Fair Market Value of the
Shares on the date of grant; provided that: (a) the Exercise Price of an ISO
will be not less than 100% of the Fair Market Value of the Shares on the date of
grant; and (b) the Exercise Price of any ISO granted to a Ten Percent
Stockholder will not be less than 110% of the Fair Market Value of the Shares on
the date of grant. Payment for the Shares purchased may be made in accordance
with Section 9 of this Plan.
Pursuant to the S-8 filing, certain consultants were also issued shares of
common stock.
8
<PAGE>
Recent Sale of Unregistered Securities
The Company did not sell any securities without registration under the
Securities Act of 1933 or in a transaction exempt from registration that was not
previously reported on a Form 10-QSB or in a Form 8-K during the fiscal year
ended March 31, 2007 or over the past three years.
During the fourth quarter of the fiscal year covered by this report, the Company
did not have any plans or programs to repurchase any of its common stock or any
other units of any class of equity security. There are no warrants or options
outstanding to acquire any additional common stock of the Company.
ITEM 6. Management's Discussion and Analysis or Plan of Operation.
Introduction
The following discussion of our financial condition and results of our
operations should be read in conjunction with the Financial Statements and Notes
thereto. Our fiscal year ends March 31. This document contains certain
forward-looking statements including, among others, anticipated trends in our
financial condition and results of operations and our business strategy. These
forward-looking statements are based largely on our current expectations and are
subject to a number of risks and uncertainties. Actual results could differ
materially from these forward-looking statements. Important factors to consider
in evaluating such forward-looking statements include: i) changes in external
factors or in our internal budgeting process which might impact trends in our
results of operations; ii) unanticipated working capital or other cash
requirements; iii) changes in our business strategy or an inability to execute
our strategy due to unanticipated changes in the industries in which we operate;
and iv) various competitive market factors that may prevent us from competing
successfully in the marketplace.
Plan of Operation
Since its inception, the Company has suffered recurring losses from operations
and has been dependent on existing stockholders and new investors to provide
cash resources to sustain its operations. M45 is a development stage enterprise
with limited operational history. We currently have no cash reserves and
anticipate that our available funds and resources will not be sufficient to
satisfy our needs for working capital and capital expenditures for the next
twelve months. The Company will be unable to pursue continued research and
Territory development and the transition to a company engaged in both research
and commercialization of its products will depend upon our ability to raise
additional funds through equity or debt financing, in which case our current
stockholders may experience dilution. Whereas the Company has been successful in
the past in raising capital, no assurance can be given that these sources of
financing can or will be available on terms favorable to M45. The Company's
ability to continue as a going concern is dependent on additional sources of
9
<PAGE>
capital, otherwise development, and production will be delayed significantly.
Any such inability could have a material adverse effect on our business, results
of operations and financial condition.
M45 plans to focus its operations and development on the Matagami Mining Camp or
more precisely in the specific area where the Company has obtained a full survey
NI-43-101 report. The report clearly indicates the presence of six (6) major
airborne magnetic anomalies similar to the Perseverance Zinc mine owned by the
world mining leader Xstrata plc in the Matagami Mining Camp, Quebec, and located
six (6) kilometers from M45's territory. The independent geologist firm
confirmed this information being of sufficient merit to recommend an immediate
massive drilling program at a cost of $ 2.8 million (Cdn). M45 will select a
mineral drilling sub-contractor and lab by tender process to be completed by
August 1st, 2007. The NI-43-101 report stipulates that the drilling operations
must be executed between January and the end of March 2008 because some of the
key targets are positioned in swampy areas. Ice platforms and bridges are
economically advantageous as well. The Company is currently reviewing financing
offers from third parties. Management intends to raise financing for a sum of $
5 million within 90 days. This progress will depend on our ability to raise
enough financing in the following year.
The Company's long-term viability as a going concern is dependent upon its
ability to generate sufficient cash flow from operations, to obtain additional
financing and to attain eventual profitability.
Results of Operations
For the fiscal year ended March 31, 2007, the Company had no revenues and
pursuant to the sale of its subsidiary Roadvision, M45 had neither more debts
nor receivables.
To date, M45 does not have any operations that generate revenue and does not
presently have any available capital resources.
We believe that our planned growth and profitability will depend in large part
on our ability to promote our Company, and to acquire key territories.
Accordingly, we intend to focus our attention and investment of resources in
marketing, development and exploration. If we are not successful in promoting
our Company and exploiting our territories, this may have a material adverse
effect on our financial condition and the ability to continue to operate the
business.
If funding is insufficient at any time in the future, we may not be able to take
advantage of business opportunities or respond to competitive pressures, or may
be required to reduce the scope of our planned product development and marketing
efforts, any of which could have a negative impact on our business and operating
results. In addition, insufficient funding may have a material adverse effect on
our financial condition, which could require us to: i) curtail operations
significantly; ii) seek arrangements with strategic partners or other parties
that may require the Company to relinquish significant rights to territories,
technologies or markets; or iii) explore other strategic alternatives including
a merger or sale of the Company.
M45's current management has indicated a willingness, for the time being, to
continue rendering services to the Company, to advance sufficient funds to meet
10
<PAGE>
our operational needs, and not to demand payment of sums owed. The Company
therefore believes that it can continue as a going concern in the near future.
Off-Balance Sheet Arrangements
For the year ending March 31, 2007, the Company has no off-balance sheet
arrangements.
On April 6, 2007, the Company filed a Registration Statement on Form S-8,
wherein the Company registered a total of 7,000,000 shares of common stock
pursuant to an Employee Stock Option Plan, adopted March 26, 2007, whereby
certain employees of the Company were granted the right to purchase shares of
common stock of the Company at not less than 85% of the Fair Market Value of the
Shares on the date of grant; provided that: (a) the Exercise Price of an ISO
will be not less than 100% of the Fair Market Value of the Shares on the date of
grant; and (b) the Exercise Price of any ISO granted to a Ten Percent
Stockholder will not be less than 110% of the Fair Market Value of the Shares on
the date of grant. Payment for the Shares purchased may be made in accordance
with Section 9 of this Plan Pursuant to the S-8 filing, certain consultants were
also issued shares of common stock.
ITEM 7. Financial Statements.
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm Page (12)
Consolidated Financial Statements:
1) Balance Sheet - March 31, 2007 Page (13)
2) Statements of Operations Fiscal Years ended March 31, 2007
and 2006, and from Date of Inception to March 31, 2007 Page (14)
3) Statements of Changes in Stockholders' Equity (Deficit)
Fiscal Years ended March 31, 2007 and 2006, and from Date
of Inception to March 31, 2007 Page (15)
4) Statements of Cash Flows Fiscal Years ended March 31, 2007
and 2006, and from Date of Inception to March 31, 2007 Page (16)
Notes to Consolidated Financial Statements Page (17)
11
<PAGE>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
M45 Mining Resources Inc.
(formerly Quantitative Methods Corporation)
We have audited the accompanying consolidated balance sheet of M45 Mining
Resources Inc. and Subsidiary (a Nevada Development Stage Company) as of March
31, 2007, and the related consolidated statements of operations, changes in
stockholders' equity (deficit), and cash flows for the years ended March 31,
2007 and 2006, and for the period of April 1, 2004 (date of inception) to March
31, 2007. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of M45 Mining Resources
Inc. and Subsidiary as of March 31, 2007, and the results of its operations,
changes in stockholders' equity (deficit) and its cash flows for the years ended
March 31, 2007 and 2006, and for the period of April 1, 2004 (date of inception)
to March 31, 2007, in conformity with accounting principles generally accepted
in the United States of America.
The accompanying consolidated financial statements referred to above have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 8 to the consolidated financial statements, the Company has
incurred significant losses since inception. The Company has limited operations,
no working capital, and has not established a source of revenue. These factors,
among others, raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are described in Note 8
to the consolidated financial statements. The accompanying consolidated
financial statements do not include any adjustments that may result from the
outcome of this uncertainty.
/s/ Child, Van Wagoner & Bradshaw, PLLC
Child, Van Wagoner & Bradshaw, PLLC
Certified Public Accountants
Salt Lake City, Utah
July 6, 2007
12
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
CONSOLIDATED BALANCE SHEET
March 31, 2007
(expressed in Canadian dollars)
ASSETS
Current Assets
Cash $ 0
---------------
Total Current Assets 0
---------------
TOTAL ASSETS $ 0
===============
LIABILITIES & STOCKHOLDERS' (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities $ 25,000
Payables due to related parties (Note 2) 0
---------------
Total Current Liabilities 25,000
Stockholder's Equity (Deficit)
Common stock, $.001 par value;
25,000,000 shares authorized;
18,459,090 issued and outstanding (Note 3) 18,459
Additional paid in capital 1,127,028
Deficit accumulated during the
development stage ( 1,170,487)
---------------
Total Stockholders'(Deficit) ( 25,000)
---------------
TOTAL LIABILITIES & STOCKHOLDERS' (DEFICIT) $ 0
===============
See accompanying Notes to Consolidated Financial Statements.
13
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
CONSOLIDATED STATEMENTS OF OPERATIONS
(expressed in Canadian dollars)
<TABLE>
<CAPTION>
Year Ended Year Ended Date of Inception
March 31, March 31, to March 31,
2007 2006 2007
--------------- --------------- ----------------
<S> <C> <C> <C>
SALES $ 0 $ 0 $ 0
--------------- --------------- ----------------
General and administrative expenses
Mining claim acquisition costs 906,486 0 906,486
Professional fees 37,082 2,557 39,638
General and administrative 1,409 756 2,165
Traveling and business promotion 0 690 690
Foreign exchange fluctuation ( 25) ( 84) ( 109)
Bank charges 61 30 91
Interest on loan 9,286 5,191 14,477
--------------- --------------- ----------------
Total general and administrative expenses 954,299 9,140 963,438
--------------- --------------- ----------------
NET INCOME (LOSS) BEFORE DISCONTINUED
OPERATIONS AND INCOME TAXES ( 954,299) ( 9,140) ( 963,438)
--------------- --------------- ----------------
Net effect of recapitalization 0 0 (124,668)
Discontinued operations - subsidiary (Note 9) ( 15,327) ( 197,400) ( 255,997)
Disposal of subsidiary (Note 9) 173,616 0 173,616
--------------- --------------- ----------------
NET INCOME (LOSS) BEFORE INCOME TAXES ( 796,010) ( 206,540) ( 1,170,487)
INCOME TAXES 0 0 0
--------------- --------------- ----------------
NET INCOME (LOSS) $ ( 796,010) $ ( 206,540) $ ( 1,170,487)
=============== =============== ================
BASIC AND DILUTED INCOME (LOSS)
PER SHARE (Note 6)
Net income (loss) per weighted average share
Net operating loss $ ( .05) $ .00
Discontinued operations .00 ( .02)
Disposal of subsidiary .01 .00
--------------- ---------------
$ ( .05) $ ( .02)
Weighted average number of common
shares used to compute net
(loss) per weighted average share 17,550,000 13,258,333
=============== ===============
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
14
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(expressed in Canadian Dollars)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During
Common Stock Paid-in Development
Shares $ Amount $ Capital $ Stage $ Total
----------- --------------- --------------- ---------------- -----------
<S> <C> <c> <c> <c> <c>
Balance at 04/01/05 7,250,000 7,250 231,751 239,001
Net loss for year ( 43,269) ( 43,269)
----------- --------------- --------------- ---------------- -----------
Balance at 03/31/05 7,250,000 7,250 231,751 ( 43,269) 195,732
Net effect of recapitalization
with Quantitative Methods 10,300,000 10,300 ( 10,300) ( 124,668) ( 124,668)
Net loss for year ( 206,540) ( 206,540)
----------- --------------- --------------- ---------------- -----------
Balance at 03/31/06 17,550,000 17,550 221,451 ( 374,477) ( 135,476)
Issuance of Explorations
Miniere Grenville Shares 909,090 909 905,577 0 906,486
Net loss for year ( 796,010) ( 796,010)
----------- --------------- --------------- ---------------- -----------
Balance at 03/31/07 18,459,090 $ 18,459 $ 1,127,028 $( 1,170,487) $( 25,000)
=========== =============== =============== =============== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
15
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(expressed in Canadian dollars)
<TABLE>
<CAPTION>
Year Ended Year Ended Date of Inception
March 31, March 31, to March 31,
2007 2006 2007
--------------- --------------- ----------------
OPERATING ACTIVITIES
<S> <C> <C> <C>
Net (Loss) $ ( 796,010) $ ( 206,540) $ ( 1,170,487)
Adjustment to reconcile net loss to net cash
Provided by (used in) operating activities
Disposal of subsidiary (173,616) 0 ( 173,616)
Discontinued operations 15,327 197,400 255,997
Expenses paid with stock 906,486 0 906,486
Increase (Decrease) in operating liabilities
Changes in payables 20,969 1,117 22,086
--------------- --------------- ----------------
769,166 198,517 1,010,953
NET CASH (REQUIRED)
BY OPERATING ACTIVITIES ( 26,844) ( 8,023) ( 159,534)
--------------- --------------- ----------------
INVESTING ACTIVITIES
Net effect of recapitalization 0 0 124,668
--------------- --------------- ----------------
NET CASH PROVIDED
BY INVESTING ACTIVITIES ( 0) ( 0) 124,668
--------------- --------------- ----------------
FINANCING ACTIVITIES
Variation of advances from related parties 21,374 8,023 29,396
Net effect of recapitalization 5,470 0 5,470
--------------- --------------- ----------------
NET CASH PROVIDED
BY FINANCING ACTIVITIES 26,844 8,023 34,866
--------------- --------------- ----------------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 0 0 0
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 0 0 0
--------------- --------------- ----------------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 0 $ 0 $ 0
=============== =============== ================
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 76 $ 525 $ 610
Income tax 0 0 0
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
16
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2007 and 2006
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization
o The Company was formed under the laws of the State of Nevada on July
26, 1990 under the name of Quantitative Methods Corp., ("QTTM" or the
"Company").
o On January 8th, 1999, the Company acquired 100% ownership in Softguard
Enterprises, Inc. ("Softguard"), incorporated under the laws of
Canada, on June 23, 1995. The Company then discontinued operations of
its subsidiary, due to lack of operations, on December 31, 2002.
o On September 1, 2005, the Company consummated a Share Exchange
Agreement and acquired 100% of Roadvision Technologies
Inc.,("Roadvision"), incorporated under the Canadian Business
Corporation Act on April 1, 2004. M45 acquired all of the issued and
outstanding shares of Roadvision in exchange for the issuance in the
aggregate of 7,250,000 of M45's shares of common stock to Roadvision
Selling Shareholders. The issuance of M45's shares of common stock to
Roadvision Selling Shareholders was exempt from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof
and to provisions of Regulation S.
o On January 17, 2007, the Registrant entered into an Agreement with
Exploration Miniere Grenville Inc. ("EMG"), a Quebec corporation,
whereby EMG sold to the Registrant a total of TWO HUNDRED AND
NINETY-TWO (292) mining claims located in the Matagami Mining Camp,
Province of Quebec in or around designated territory 32F for the
purchase price of NINE HUNDRED NINE THOUSAND AND NINETY (909,090)
shares of common stock of the Registrant. Pursuant to the Agreement,
the value of the mining claims represents a total of $4,500,000.
o On January 17, 2007, the Company received written consents in lieu of
a meeting of stockholders from holders of a majority of the shares of
Common Stock representing in excess of 50.1 % of the total issued and
outstanding shares of voting stock of the Company (the "Majority
Stockholders") approving the Certificate of Amendment to the
Certificate of Incorporation of the Company, pursuant to which the
Company's name will change to "M45 Mining Resources Inc." (the "Name
Change").
17
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2007 and 2006
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
o On March 28, 2007, the Registrant completed execution of a COMMON
STOCK PURCHASE AGREEMENT with Andre Boyer (the "Purchasers") for the
sale of 100% of the issued and outstanding common stock of Roadvision
Technologies Inc. a subsidiary of the Registrant.
Nature of Business
M45 Mining Resources Inc., formerly known as Quantitative Methods, Corp. (QTTM:
OB), is a development stage Company actively involved in mineral exploration.
The Company's new strategy is focused on building shareholder value through the
exploration and development of mineral claims, particularly in the Matagami
Mining Camp located in Quebec, Canada.
Summary of Significant Accounting Policies
The summary of significant accounting policies of M45 is presented to assist in
understanding the Company's consolidated financial statements. The financial
statements and notes are representations of the Company's management, which is
responsible for their integrity and objectivity. These accounting policies
conform to generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
Recently Issued Accounting Pronouncements
In February, 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 155, Accounting for Certain Hybrid Financial Instruments. SFAS No. 155
eliminates the temporary exemption of bifurcation requirements to securitized
financial assets, contained in SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. As a result, similar financial instruments
are accounted for similarly regardless of the form of the instruments. In
addition, in instances where a derivative would otherwise have to be bifurcated,
SFAS No. 155 allows a preparer on an instrument-by-instrument basis to elect
fair value measurement at acquisition, at issuance, or when a previously
recognized financial instrument is subject to remeasurement. The adoption of
SFAS No. 155 has not materially affected the Company's reported loss, financial
condition or cash flows.
In March, 2006, the FASB issued SFAS No. 156, Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.
The pronouncement establishes standards whereby servicing
18
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2007 and 2006
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
assets and servicing liabilities are initially measured at fair value, where
applicable. In addition, SFAS No. 156 allows subsequent measurement of servicing
assets and liabilities at fair value, and where applicable, derivative
instruments used to mitigate risks inherent with servicing assets and
liabilities are likewise measured at fair value. The adoption of SFAS No. 156
has not materially affected the Company's reported loss, financial condition, or
cash flows.
In March, 2006, the FASB issued Interpretation No. 48, ("FIN 48") Accounting for
Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting for
Income Taxes. FIN 48 prescribes criteria for the recognition and measurement of
a tax position taken or expected to be taken in a tax return. Accordingly, tax
positions are analyzed to determine whether it is more likely than not they will
be sustained when examined by the appropriate tax authority. Positions that meet
the more-likely-than-not criteria are measured to determine the amount of
benefit to be recognized, whereas those positions that do not meet the
more-likely-than-not criteria are derecognized in the financial statements. The
adoption of FIN 48 has not materially affected the Company's reported loss,
financial condition, or cash flows.
In September, 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The
statement defines fair value, determines appropriate measurement methods, and
expands disclosure requirements about those measurements. The adoption of SFAS
No. 157 has not materially affected the Company's reported loss, financial
condition, or cash flows.
In September, 2006, the FASB issued SFAS No. 158, Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans. This statement requires
an employer to recognize the overfunded or underfunded status of a defined
benefit postretirement plan as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year of
change through comprehensive income. In addition, SFAS No. 158 requires an
employer to measure the funded status of a plan as of the date of its year-end
statement of financial position. The adoption of SFAS No. 158 has not materially
affected the Company's reported loss, financial condition, or cash flows.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based
Payment, which amends SFAS No. 123, Accounting for Stock-Based Compensation.
This Statement, as revised, requires public entities to measure the cost of
employee services received in exchange for an award of equity instruments based
on the grant-date fair value of the award. The cost will be recognized over the
period during which an
19
<PAGE>
M45 MINING RESOURCES INC.
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2007 and 2006
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
employee is required to provide service in exchange for the award. No
compensation cost is recognized for equity instruments for which employees do
not render the requisite service. The effective date for the Company is the
first reporting period beginning after December 15, 2005. The adoption of SFAS
123R has not materially affected the Company's reported loss, financial
condition, or cash flows.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115. This pronouncement permits entities to choose to measure many
financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. The adoption of SFAS 159 has
not materially affected the Company's reported loss, financial condition, or
cash flows.
Basis of Accounting
The Company's consolidated financial statements are presented in Canadian
dollars (except par value of common stock) and have been prepared in accordance
with accounting principles generally accepted in the United States of America.
Advertising Costs
The Company recognizes advertising expense in accordance with Statement of
Position 93-7, "Reporting on Advertising Costs". As such, the Company expenses
the cost of communicating advertising in the period in which the advertising
space or airtime is used. Advertising costs for the year ended March 31, 2007
was $0 (CAD) and $690 (CAD) for the corresponding period in 2006.
Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with SFAS No.
128, "Earnings per Share" (SFAS 128). SFAS 128 requires dual 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) attributable to
common stockholders (numerator) by the weighted average number of common shares
outstanding (denominator) during the period. The Company had no potential common
stock instruments which would result in a diluted loss per share.
20
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2007 and 2006
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
For financial statement purposes, all highly liquid instruments with a maturity
of three months or less are considered to be cash equivalents. There are no cash
equivalents as of March 31, 2007.
Comprehensive Income (Loss)
SFAS No. 130, "Reporting Comprehensive Income (Loss)," establishes standards for
the reporting and display of comprehensive income (loss) and its components in
the financial statements. The adoption of SFAS No. 130 had no significant impact
on total shareholders' deficit as of March 31, 2007.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, Roadvision Technologies Inc. (Canadian-based
company)up to the date of sale on March 28, 2007. All significant inter company
balances and transactions have been eliminated upon consolidation.
Concentration of Credit Risk
The Company's exposure to credit risk is minimal.
Depreciation and Amortization
Property and equipment are stated at cost. Depreciation is calculated on the
estimated useful lives of the assets using the straight line depreciation
method.
Development Stage Company
The Company currently has no revenues and is considered to be a development
stage company under the provisions of Statement of Financial Accounting Standard
("SFAS") No. 7, "Accounting and reporting by Development Stage Enterprises".
Dividends
Dividends may be paid on outstanding shares as declared by the Board of
Directors. Each share of common stock is entitled to one vote. The Company has
not yet adopted any policy regarding payment of dividends. No dividends have
been paid or declared since inception.
21
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2007 and 2006
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
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, disclosure of contingent assets and liabilities and the reported
amounts of revenues and expenses at the date of the consolidated financial
statements and accompanying notes. Management makes these estimates using the
best information available at the time the estimates are made; however, actual
results could differ from those estimates.
Financial Instruments
Fair value estimates discussed herein are based upon certain market assumptions
and pertinent information available to management as of March 31, 2007. The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments include cash,
accounts receivable, bank loans, accounts payable, accrued liabilities, notes
and amounts due to related parties. The fair values were assumed to approximate
their carrying values due to the immediate or short-term maturity of these
financial instruments.
Income Taxes
The Company follows Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" ("SFAS No. 109") for recording the provision for
income taxes. Under this method, deferred income tax assets and liabilities are
computed based upon the difference between the financial and tax bases of assets
and liabilities using the currently enacted tax rates and laws. Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109 as of
its inception and has incurred net operating losses. Pursuant to SFAS 109 the
Company is required to compute tax asset benefits for net operating losses
carried forward. Potential benefit of net operating losses have not been
recognized in these consolidated financial statements because, in the opinion of
management, it is more likely than not that some portion of deferred tax assets
will not be realized.
Interest Rate Risk
The Company is exposed to fluctuating interest rates.
22
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2007 and 2006
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
Reclassifications
Certain amounts reported in the previous years consolidated financial statements
have been reclassified to conform to the current year presentation.
Revenue Recognition
In December 2003, the United States Securities and Exchange Commission issued
Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB 104), which
supersedes SAB 101, "Revenue Recognition in Financial Statements." The primary
purpose of SAB 104 is to rescind accounting guidance contained in SAB 101
related to multiple element revenue arrangements, which was superseded as a
result of the issuance of EITF 00-21, "Accounting for Revenue Arrangements with
Multiple Deliverables." While the wording of SAB 104 has changed to reflect the
issuance of EITF 00-21, the revenue recognition principles of SAB 101 remain
largely unchanged by the issuance of SAB 104. The adoption of SAB 104 did not
have a material impact on the Company's financial statements because it has not
recognized any revenue to date.
Translation of Foreign Currencies
The Company's functional currency is the Canadian dollar. Foreign currency
transactions occasionally occur, and are primarily undertaken in Canadian
dollars. Management has adopted SFAS No. 52, "Foreign Currency Translation".
Monetary balance sheet items denominated in foreign currencies are translated
into Canadian dollars at rates of exchange in effect at the balance sheet date.
Average rates for the year are used to translate revenues and expenses.
Resulting translation gains and losses are charged to operations. The Company
has not, to the date of these financial statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.
NOTE 2: PAYABLE DUE TO RELATED PARTIES
At March 31, 2007, the Company had no payables due to related parties. Payables
to related parties in the amount of $204,050 were assumed by the purchaser of
Roadvision.
NOTE 3: COMMON STOCK
The Company is authorized to issue 25,000,000 shares of $.001 par value common
stock. For the periods ending March 31, 2007 and 2006, the Company had
18,459,090 and 17,550,000 shares of common stock outstanding, respectively.
Included in the March 2007 figure are
23
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2007 and 2006
NOTE 3: COMMON STOCK (continued)
909,090 shares in the process of being issued related to a transaction occurring
prior to March 31, 2007.
During the quarter ended September 30, 2005, in accordance of the Share Exchange
Agreement consummated between Roadvision and the Roadvision Selling
Shareholders, the Company acquired all of the issued and outstanding shares of
Roadvision in exchange for an aggregate of 7,250,000 of M45's shares of common
stock.
NOTE 4: RESEARCH AND DEVELOPMENT COSTS
March 31, 2007: $2,118
March 31, 2006: $108,477
NOTE 5: ACQUISITION COSTS
On September 1, 2005, the Company completed a Share Exchange Agreement with
Roadvision Technologies Inc. As a result of the exchange agreement, the business
combination was treated as an acquisition by the accounting acquirer that is
being accounted for as a recapitalization and as a reverse merger by the legal
acquirer for accounting purposes. Pursuant to the recapitalization, all capital
stock and amounts and per share data have been retroactively restated. For
accounting purposes, Roadvision was treated as the accounting acquirer and,
pursuant to the March 28, 2007 sale of Roadvision, M45 will become the
accounting entity as of April 1, 2007.
NOTE 6: LOSS PER SHARE
The following is a reconciliation of the numerators of the basic income (loss)
per share for the years ended March 31, 2007 and 2006.
2007 2006
Net income (loss) available to
common stockholder $ ( 796,010) $( 206,540)
Weighted average shares:
Outstanding all year 17,550,000 13,258,333
--------------- ------------
Basic income (loss) per share
(based on weighted
average shares) $ ( .05) $ ( .02)
--------------- ------------
24
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2007 and 2006
NOTE 7: INCOME TAX
The components of the provision for income taxes at March 31, 2007 are as
follows:
Current - Federal $ 0
Deferred - Federal 0
----------------
Income tax provision $ 0
================
A reconciliation of the consolidated income tax provision for the Company and to
the amount expected using the U.S. Federal statutory rate follows:
Expected amount using
U.S. Federal statutory rate $ (273,000)
----------------
Use of loss carryforwards 0
Change in valuation
allowance 273,000
-----------------
Effective tax $ 0
================
Deferred tax assets (liabilities) consisted of the following at March 31, 2007.
Deferred tax assets
Net operating loss
carryforwards $ 273,000
----------------
Deferred tax liability 0
----------------
273,000
Valuation allowance (273,000)
----------------
Net asset $ 0
================
25
<PAGE>
M45 MINING RESOURCES INC. AND SUBSIDIARY
(A Development Stage Company)
(formerly Quantitative Methods Corporation)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
March 31, 2007 and 2006
NOTE 7: INCOME TAX (continued)
At March 31, 2007, the Company has net operating loss (NOL carry forwards
totaling approximately $803,000 (CAD). The carry forwards begin to expire in the
fiscal year 2027. Deferred tax assets have been reduced by a valuation allowance
because of uncertainties as to future recognition of taxable income to assure
realization. The net change in the valuation allowance for the year ended March
31, 2007 was $273,000.
NOTE 8: GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. This contemplates the realization
of assets and the liquidation of liabilities in the normal course of business.
As shown in these consolidated financial statements, the Company has an
accumulated deficit of $ 1,170,487 (CAD) from inception to March 31, 2007 and
does not have significant cash or other material assets, nor does it have
operations or a source of revenue sufficient to cover its operating costs and
allow it to continue as a going concern. The future of the Company is dependent
upon its ability to obtain financing and upon future profitable operations from
the development of its new business.
Management has plans to seek additional capital through equity financing. The
Company's continuation as a going concern is dependent upon management to meet
any costs and expenses incurred. Management realizes that this situation may
continue until the Company becomes profitable or raises additional working
capital through equity financing.
NOTE 9: DISCONTINUED OPERATIONS/SALE OF SUBSIDIARY
The Company sold Roadvision on March 28, 2007. Accordingly the Company has
recorded Roadvision's operations as discontinued operations for all periods
presented.
The Company recorded a gain on sale of Roadvision. The purchaser received assets
of $124,872 and assumed liabilities of Roadvision in the amount of $147,338 and
liabilities of the Company in the amount of $151,150, resulting in a total gain
of $173,616. Creditors, including former officers, will look to the purchaser of
Roadvision for payment of amounts owed to them.
26
<PAGE>
ITEM 8A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule
13a-15(e) and Rule 15d-15(e) under the Exchange Act) that are designed to ensure
that information required to be disclosed in its periodic reports filed under
the Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to our management, including our principal executive officer and
our principal financial officer, to allow timely decisions regarding required
disclosure.
As of the end of the period covered by this report, the Company's management
carried out an evaluation, under the supervision and with the participation of
our principal executive officer and our principal financial officer, of our
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Exchange Act).
Based upon the evaluation, our principal executive officer and our principal
financial officer concluded that the Company's disclosure controls and
procedures were effective at a reasonable assurance level to ensure that
information required to be disclosed by us in the reports that the Company files
or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms. In
addition, our principal executive officer and our principal financial officer
concluded that the Company's disclosure controls and procedures were effective
at a reasonable assurance level to ensure that information required to be
disclosed in the reports that the Company files or submits under the Exchange
Act is accumulated and communicated to the Company's management, including its
principal executive officer and our principal financial officer, to allow timely
decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, will be or have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, and/or by management override of the control.
The development or exploitation of the Company's territories also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions; over time, controls may become inadequate
because of changes in conditions, and/or the degree of compliance with the
policies and procedures may deteriorate. Because of the inherent limitations in
a cost-effective internal control system, misstatements due to error or fraud
may occur and not be detected.
27
<PAGE>
Changes in Internal Controls and Procedures.
Subsequent to the date of the evaluation, there were no changes in the Company's
internal control or in other factors over financial reporting that could
significantly affect these controls. We have not identified any significant
deficiencies or material weaknesses in the evaluation of these internal
controls, and therefore there were no corrective actions taken.
ITEM 8B. OTHER INFORMATION
On January 17, 2007, the Registrant entered into an Agreement with Exploration
Miniere Grenville Inc. ("EMG"), a Quebec corporation, whereby EMG sold to the
Registrant a total of TWO HUNDRED AND NINETY-TWO (292) mining claims located in
the Matagami Mining Camp, Province of Quebec in or around designated territory
32F for the purchase price of NINE HUNDRED NINE THOUSAND AND NINETY (909,090)
shares of common stock of the Registrant. Pursuant to the Agreement, the value
of the mining claims represents a total of $4,500,000. Since this represents a
material event additional information was required to be disclosed on Form 8-K
during the fourth quarter of the fiscal year ended March 31, 2007.
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
The names, ages, and respective positions of the directors and executive
officers of the Company are set forth below. All directors named below will hold
office until the next annual stockholders' meeting or until their death,
resignation, retirement, removal, disqualification, or until their successors
have been elected and have qualified. The Board of Directors elects officers to
their positions, and they continue in such positions, at the discretion of the
directors, absent any employment agreement, of which none currently exist. There
are no agreements or understanding for any officer or director of the Company to
resign at the request of another person and none of the directors and officers
is acting on behalf of or will act at the direction of any other person.
<TABLE>
<CAPTION>
Name Age Position Term of Office
<S> <C> <C> <C>
Andrea M. Cortellazzi 52 Chief Executive Officer June 27, 2007 to Present
Director
Craig A Perry 48 Director March 28, 2007 to Present
Gilles Ouellette 48 Secretary/Treasurer/Director
March 28, 2007 to Present
</TABLE>
28
<PAGE>
Andrea M. Cortellazzi
Andrea M. Cortellazzi is a successful businessman who has been working in New
York and Montreal in the financial and stock market industry for the last 8
years. Specialized in architectural design he was previously involved in the
construction business and he acquired experience in project management and
operational budgeting in large agglomeration projects. He was the CEO of Coastal
Holdings, Inc. (COHG.PK) from 2004 until May 2007.
Craig A. Perry
Craig A Perry is the General Manager of InMetal in Sharon MA, a leader in
providing precision sheet metal fabrication and assemblies to New England's high
tech industries for 57 years. He has been at the helm of this family business
(started by his parents in 1945) for over 20 years. Mr. Perry holds a Bachelor
of Science degree in Mechanical Engineering from the Massachusetts Institute of
Technology and a Master of Business Administration degree from the University of
California, Berkeley. A native of Dover, Massachusetts, Mr. Perry now lives in
Walpole, Massachusetts with his wife and two children.
Gilles Ouellette
Since 1999, Mr. Gilles Ouellette has been associated with GE Capital. (Formerly
Trust Street Properties, Inc, a public real estate investment trust listed on
the New York Stock Exchange "TSY", and formerly CNL Restaurant properties, Inc.)
Prior to joining GE, Mr. Ouellette was Vice-President Finance for Better Built
Homes of Florida, with which he had been associated since 1994. He received a
M.B.A from McGill University in 1998 and he has been a Florida Real Estate
licensee since 1992. He serves as a Director on the Board of Inox, Inc, property
management services, and he is a member of NAREIT.
Family Relationship
There are no family relationships among the directors or executive officers of
M45. There are no arrangements or understandings between any two or more of our
directors or executive officers.
Involvement in Certain Legal Proceedings
During the past five years, none of the executive officers or directors of the
Company were involved in any bankruptcy proceedings, convicted of or being
subject to a pending criminal proceeding, been subject to any order, judgment or
decree of a court, permanently or temporarily enjoining, barring, suspending or
otherwise limiting involvement in any type of business, securities or banking
activities or been found by a court to have violated any federal, provincial or
state securities or commodities laws.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities and Exchange Act of 1934, (the "1934 Act")
requires that the directors, officers and persons who own more than ten percent
of a company with securities registered pursuant to Section 12 of the 1934 Act
29
<PAGE>
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. The Company did not have a class of equity securities
registered pursuant to Section 12 of the Exchange Act (15 U.S.C. 781) during the
most recent fiscal year or prior fiscal years. As a result, no reports are
required to be filed pursuant to Section 16(a).
Code of Ethics
On December 31, 2003, the Board of Directors adopted a corporate code of ethics
for its Senior Financial Officers, which include our Company's principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. A copy of our Code of
Ethics is filed as an exhibit to our Quarterly Report on Form 10-QSB for the
period ended March 31, 2004. The Company believes the adopted code is reasonably
designed to deter wrongdoing and promote honest and ethical conduct to deter
wrongdoing, to promote honest and ethical conduct, to avoid conflicts of
interest, and to foster full, fair, accurate, timely and understandable
disclosures in public reports and documents; compliance with applicable
governmental laws, rules and regulations; ensures the prompt internal reporting
of code violations, and provides accountability for adherence to this code.
These Senior Financial Officers are expected to abide by this Code as well as by
all of the Company's other applicable business policies, standards and
guidelines.
Committees of the Board of Directors
At the present time, the Company does not have an audit committee, nor has it
adopted an Audit Committee Charter. In addition, the Board of Directors has not
yet designated a member to serve on the audit committee as an "audit committee
financial expert" within the meaning of the rules and regulations of the SEC
because they have not found a qualified independent individual who meets the
independence requirements established by the SEC for the position. Until the
Company finds such an individual with the qualifications to serve as a director,
on the audit committee, as a financial expert of the Audit Committee, the entire
Board of Directors will continue to perform the functions and duties of the
Audit Committee. The Company also does not have an executive committee of our
board of directors, a compensation committee, nominating committee, stock plan
committee or any other committees.
The Board of Directors is to oversee the performance of the independent auditors
and the quality and integrity of our internal accounting, auditing and financial
reporting practices. The Board is responsible for retaining (subject to
stockholder ratification) and, as necessary, terminating, the independent
auditors, annually reviews the qualifications, performance and independence of
the independent auditors and the audit plan, fees and audit results, and
pre-approves all services, including audit and permissible non-audit services to
be performed by the independent auditors. These services may include audit
services, audit-related services, tax services and other services. For
pre-approval of services, the independent auditor provides an engagement letter
outlining the particular service or category of services to be performed for up
30
<PAGE>
to one year and is generally subject to a specific budget, which must be
formally accepted before the audit commences.
ITEM 10. Executive Compensation.
As at March 31, 2007, no compensation was awarded to, earned by or paid to any
of the Company's directors and/or executive officers for their respective
services rendered to the Company, nor have they received any such compensation
in the past. They were however, entitled to receive reimbursement for actual,
demonstrable out-of- pocket expenses, including travel expenses, if any, made on
the Company's behalf. The directors and/or officers have agreed to act without
compensation until the Board of Directors adopts a plan of compensation, in
accordance with their responsibilities; however this is not expected to occur
until the Company has generated revenue from operations.
The Company has not adopted any retirement, pension, profit sharing, stock
option or insurance programs or other similar programs for the benefit of our
directors or officers. None of our executive officers or directors owned any
securities exercisable for or convertible into our Common Stock as of March 31,
2007.
ITEM 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The following table sets forth the names of each person (including any "group")
known to the Company to be the beneficial owner of five percent (5%) or more of
the Company's outstanding common stock as of July 11,2007 (24,342,500 issued and
outstanding). Each person has sole voting power and investment power with
respect to all shares of common stock.
Name and Address Amount and Nature of
Title of Class of Beneficial Owner Beneficial Ownership Percent of Class
-------------- ------------------- -------------------- ----------------
MacGuyver Enterprises Ltd. (1) 415,000
E.A.S. Mcquiston Holdings Ltd. (1) 390,000
Prestige International Growth Fund Ltd. (1) 350,000
Euro Holdings, Inc. (1) 8,226,000 33.79%
55566779 (1) 500,000
All above mentioned Corporations are controlled by Andrea Cortellazzi. If the
ownership of all corporations is added together, the total percentage ownership
of Mr. Cortellazzi is 40.59 percent.
Security Ownership of Management
The following table sets forth the names of each of the directors and/or
executive officers of the Company ("individually" or as a "group") to be the
31
<PAGE>
beneficial owner of the Company's outstanding common stock as of July 11, 2007.
Andrea M Cortellazzi Chief Executive Officer
All above mentioned Corporations are controlled by Andrea Cortellazzi. If the
ownership of all corporations is added together, the total percentage ownership
of Mr. Cortellazzi is 40.59 percent.
Changes of Control
There are no present arrangements that would result in changes of control of the
Company.
Securities Authorized for Issuance under Equity Compensation Plans
On April 6, 2007, the Company filed a Registration Statement on Form S-8,
wherein the Company registered a total of 7,000,000 shares of common stock
pursuant to an Employee Stock Option Plan, adopted March 26, 2007, whereby
certain employees of the Company were granted the right to purchase shares of
common stock of the Company at not less than 85% of the Fair Market Value of the
Shares on the date of grant; provided that: (a) the Exercise Price of an ISO
will be not less than 100% of the Fair Market Value of the Shares on the date of
grant; and (b) the Exercise Price of any ISO granted to a Ten Percent
Stockholder will not be less than 110% of the Fair Market Value of the Shares on
the date of grant. Payment for the Shares purchased may be made in accordance
with Section 9 of this Plan Pursuant to the S-8 filing, certain consultants were
also issued shares of common stock.
ITEM 12. Certain Relationships and Related Transactions.
Throughout our history, certain members of the Board of Directors, shareholders
and general management have made loans to M45 to cover certain ordinary business
expenses.
ITEM 13. Exhibits.
Exhibits and Index of Exhibits:
The following exhibits are filed with this report, except those indicated as
having previously been filed with the Securities and Exchange Commission and are
incorporated by reference to another report, registration statement or form.
2.1 Share Exchange Agreement, dated September 1, 2005 (incorporated by
reference to the Exhibits previously filed with the Company's Current
Report on Form 8-K dated September 1, 2005 and filed with the
Securities and Exchange Commission on September 1, 2005).
(i) Articles of Incorporation of M45 Mining Resources Inc. as filed
with the Nevada Secretary of State on July 16, 1990.
(ii) Bylaws of M45 Mining Resources Inc. 14.1 Code of Ethics
(incorporated by reference to Exhibit 14.1 of the Company's
Quarterly
32
<PAGE>
Report on Form 10-QSB for the period ended March 31, 2004 and
filed with the Securities and Exchange Commission on May 17,
2004).
16.1 Letter on change of certifying accountant (incorporated by reference
to the Exhibits previously filed with the Company's Current Report on
Form 8-K dated January 2, 2006 and filed with the Securities and
Exchange Commission on January 3, 2006.
31.1 Certification of the Chief Executive of M45 Mining Resources Inc.
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of the Chief Financial Officer of M45 Mining Resources
Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Chief Executive Officer and Chief Financial
Officer of M45 Mining Resources Inc. pursuant to 18 U.S.C. SECTION
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
ITEM 14. Principal Accountant Fees and Services.
The Company's fiscal year was changed from December 31 to March 31 on December
30, 2005. All Principal Accountant Fees and Services for the period through the
fiscal year ended December 31, 2004 are reflected in the Company's Form 10-KSB
filed with the SEC on April 11, 2005.
Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional
services rendered by Child, Van Wagoner & Bradshaw, PLLC (the "Principal
Accountants"), for the audit of the Company's annual consolidated financial
statements and review of the consolidated financial statements included in the
Company's Form 10-QSB or services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for the
fiscal years ended March 31, 2007 and March 31, 2007 were $13,200 (USD) and
$8,400 (USD), respectively.
Audit-Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and
related services rendered by the Principal Accountants that are reasonably
related to the performance of the audit or review of the Company's financial
statements and are not reported under Audit Fees above for fiscal years ended
March 31, 2006 and December 31, 2007 were $0 (USD) and $650(USD), respectively.
Fees consisted of review and filing of 8-K.
Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional
services rendered by the Principal Accountants for tax compliance, tax advise,
and tax planning for the fiscal years ended March 31, 2007 and March 31, 2006
were $500 (USD) and $200 (USD), respectively. Tax fees consisted of tax
compliance and various tax matters.
33
<PAGE>
All Other Fees
The aggregate fees billed in each of the last two fiscal years for products and
services provided by the Principal Accountants, other than the services reported
above: $0.
The percentage of hours expended (if greater than 50%), on the Principal
Accountants' engagement to audit the Company's consolidated financial statements
for the fiscal years ended March 31, 2007 and 2006 that were attributed to work
performed by persons other than the Principal Accountants' full-time, permanent
employees was 0%.
SIGNATURES
In accordance with Sections 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
M45 MINING RESOURCES INC.
Dated: July 16, 2007 By: /s/ Andrea M. Cortellazzi
------------------------------------------------
Andrea M. Cortellazzi, CEO and Director
Dated: July 16, 2007 By: /s/ Gilles Ouellette
------------------------------------------------
Gilles Ouellette, Secretary/Treasurer,
Director, and Principal Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
M45 MINING RESOURCES INC.
Dated: July 16, 2007 By: /s/ Andrea M. Cortellazzi
-----------------------------------------------
Andrea M. Cortellazzi, CEO and Director
Dated: July 16, 2007 By: /s/Gilles Ouellette
-----------------------------------------------
Gilles Ouellette, Secretary/Treasurer and Director
34
</TEXT>
</DOCUMENT>
SEC probing Whole Foods CEO's Web postings
http://news.yahoo.com/s/nm/20070713/wr_nm/wholefoods_sec_dc
LOS ANGELES (Reuters) - The U.S. Securities and Exchange Commission has launched an informal probe into the online postings of Whole Foods Market Inc Chief Executive John Mackey, the Wall Street Journal reported in its online edition on Friday.
Citing people familiar with the matter, the report said the SEC is likely to look into whether Mackey disclosed material corporate information during his roughly eight years of postings, violating a 2000 law designed that prevents executives from sharing information with favored clients or analysts.
SEC officials were not immediately available for comment.
A Whole Foods spokeswoman said the company had not been contacted by the SEC and was unable to comment on the report.
Earlier this week, court documents filed by the U.S. Federal Trade Commission revealed Mackey posted messages on a Yahoo! chat forum for years under an alias, talking up his company while panning rival Wild Oats Markets Inc, which Whole Foods is now trying to acquire.
Mackey's postings were cited by the FTC as part of a lawsuit aimed at blocking Whole Foods' planned $565 million acquisition of Wild Oats on the grounds the deal would hobble competition and increase prices for consumers.
I wonder what other CEO's are lurking on the message boards????? HMMMMMMMMM.........
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