UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/A
Amendment No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF
THE EXCHANGE ACT
For the transition period from _________ to _________
Commission File Number:
333-138471
DANA RESOURCES
(Name of
Small Business Issuer in its charter)
Wyoming
|
N/A
|
(state or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer I.D. No.)
|
810 Malecon Cisneros
Miraflores, Lima Peru R5
18
(Address of principal executive offices)
380 44 331 6201
Issuers telephone number
Indicate by check mark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant
was require to file such reports), and (2) has been subject
to such filing
requirements for the past 90 days. Yes [ ]
No
[X]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definition of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of
the Exchange Act.
(Check one):
Large accelerated filer [
] Accelerated filer
[ ] Non-accelerated
filer [ ]
Smaller
reporting company [X]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [
]
No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of
October 13, 2009
the registrant had
50,320,480
shares of common stock outstanding.
Explanatory Note
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009, which the Registrant previously filed with the Securities and Exchange Commission on May 15, 2009 (the “Original Filing”). The Registrant has restated its previously issued March 31, 2009 financial statements for matters related to the following previously reported item: the Registrant discovered that it had erroneously understated the accrued liabilities account balance by $62,805 which consequently increased expenses in the same amount. Except as related to the error set forth herein, the Original Filing has not been amended, updated or otherwise modified. Other events occurring after the filing of the Form 10-Q or other disclosures necessary to reflect subsequent events have been addressed in our reports filed with the Securities and Exchange Commission subsequent to the filing of the Form 10-Q.
Table of Contents
1
PART I - FINANCIAL INFORMATION
Safe Harbor Statement
This report on Form 10-Q contains certain forward-looking
statements. All statements other than statements of historical fact are
forward-looking statements for purposes of these provisions, including any
projections of earnings, revenues, or other financial items; any statements of
the plans, strategies, and objectives of management for future operation; any
statements concerning proposed new products, services, or developments; any
statements regarding future economic conditions or performance; statements of
belief; and any statement of assumptions underlying any of the foregoing. Such
forward-looking statements are subject to inherent risks and uncertainties, and
actual results could differ materially from those anticipated by the
forward-looking statements.
These forward-looking statements involve significant risks and
uncertainties, including, but not limited to, the following: competition,
promotional costs, and risk of declining revenues. Our actual results could
differ materially from those anticipated in such forward-looking statements as a
result of a number of factors. These forward-looking statements are made as of
the date of this filing, and we assume no obligation to update such
forward-looking statements. The following discusses our financial condition and
results of operations based upon our consolidated financial statements which
have been prepared in conformity with accounting principles generally accepted
in the United States. It should be read in conjunction with our financial
statements and the notes thereto included elsewhere herein.
Item 1. Financial Statements
The unaudited interim consolidated financial statements of Dana
Resources (the Company, Dana, we, our, us) follow. All currency
references in this report are in U.S. dollars unless otherwise noted.
The accompanying Condensed Consolidated Financial Statements of
Dana Resources, Inc. should be read in conjunction with the Company's Annual
Report on Form 10-K for the year ended June 30, 2008. Significant accounting
policies disclosed therein have not changed except as noted below.
Dana Resources
(A Development Stage Company)
Unaudited
(Express in U.S. Dollars)
March 31, 2009
2
DANA RESOURCES
(An Exploration Stage Company)
Consolidated Balance
Sheets
(Unaudited)
|
|
As of
|
|
|
|
|
|
|
March 31,
|
|
|
As of
|
|
|
|
2009
|
|
|
June 30,
|
|
|
|
(Restated)
|
|
|
2008
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Cash
|
$
|
1,137
|
|
$
|
23,466
|
|
|
|
|
|
|
|
|
Total current assets
|
|
1,137
|
|
|
23,466
|
|
|
|
|
|
|
|
|
Mineral rights
|
|
9,350,000
|
|
|
9,350,000
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
9,351,137
|
|
$
|
9,373,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Accounts payable
|
$
|
7,500
|
|
$
|
773
|
|
Accounts payable (related
party)
|
|
-
|
|
|
7,679
|
|
Accrued salaries
|
|
102,950
|
|
|
10,000
|
|
Royalties due
|
|
70,000
|
|
|
-
|
|
Accrued expenses
|
|
63,457
|
|
|
27,847
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
243,907
|
|
|
46,299
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
243,907
|
|
|
46,299
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
Preferred stock; $.001 par value; unlimited
authorized; none issued and outstanding
|
|
-
|
|
|
-
|
|
Common stock; $.001 par value; unlimited authorized
|
|
|
|
|
|
|
50,320,480 and 75,280,710 issued and
outstanding, respectively
|
|
50,322
|
|
|
75,281
|
|
Additional paid in capital
|
|
30,017,249
|
|
|
29,951,810
|
|
Deficit accumulated during the exploration stage
|
|
(20,960,341
|
)
|
|
(20,699,924
|
)
|
|
|
|
|
|
|
|
Total stockholders' equity
|
|
9,107,230
|
|
|
9,327,167
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
9,351,137
|
|
$
|
9,373,466
|
|
The Accompanying Notes are an Integral Part of these
Financial Statements
F-1
DANA RESOURCES
(An Exploration Stage Company)
Consolidated Statements of Operations
(Unaudited)
|
|
Three
|
|
|
Three
|
|
|
Nine
|
|
|
Nine
|
|
|
July 21,
|
|
|
|
Months
|
|
|
Months
|
|
|
Months
|
|
|
Months
|
|
|
2006
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
(Inception)
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
|
(Restated)
|
|
|
|
|
|
(Restated)
|
|
|
|
|
|
(Restated)
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses
|
|
27,195
|
|
|
1,793
|
|
|
30,833
|
|
|
2,531
|
|
|
54,844
|
|
Payroll expense
|
|
35,550
|
|
|
9,000
|
|
|
92,950
|
|
|
27,000
|
|
|
152,951
|
|
Professional
fees
|
|
7,269
|
|
|
3,220
|
|
|
66,584
|
|
|
17,220
|
|
|
136,853
|
|
Mining Expenses
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
25,000
|
|
Land claim fees
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
22,303
|
|
Royalties
|
|
30,000
|
|
|
|
|
|
70,050
|
|
|
|
|
|
70,050
|
|
Total expenses
|
|
100,014
|
|
|
14,013
|
|
|
260,417
|
|
|
46,751
|
|
|
462,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(100,014
|
)
|
|
(14,013
|
)
|
|
(260,417
|
)
|
|
(46,751
|
)
|
|
(462,001
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on debt
settlement
|
|
-
|
|
|
5,660
|
|
|
-
|
|
|
5,660
|
|
|
5,660
|
|
Loss on impairment
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(19,400,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
-
|
|
|
5,660
|
|
|
-
|
|
|
5,660
|
|
|
(19,394,340
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(100,014
|
)
|
$
|
(8,353
|
)
|
$
|
(260,417
|
)
|
$
|
(41,091
|
)
|
$
|
(19,856,341
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share basic
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
|
|
50,320,480
|
|
|
661,515,000
|
|
|
61,482,878
|
|
|
892,010,000
|
|
|
|
|
The Accompanying Notes are an Integral Part of these
Financial Statements
F-2
DANA RESOURCES
(An Exploration Stage Company)
Consolidated Statement
of Stockholders Equity (Deficit)
(Unaudited) (Restated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
Preferred
|
|
|
Preferred
|
|
|
Common
|
|
|
Common
|
|
|
Additional
|
|
|
Common
|
|
|
During the
|
|
|
|
|
|
|
Stock
|
|
|
Stock
|
|
|
Stock
|
|
|
Stock
|
|
|
Paid-In
|
|
|
Stock
|
|
|
Exploration
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
Value
|
|
|
Capital
|
|
|
Subscribed
|
|
|
Stage
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at
Inception
July 21, 2006
|
|
-
|
|
$
|
-
|
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock issued for cash and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subscription receivable
|
|
-
|
|
|
-
|
|
|
1,120,000,000
|
|
|
1,120,000
|
|
|
-
|
|
|
(11,000
|
)
|
|
(1,104,000
|
)
|
|
5,000
|
|
Forgiveness of debt - related
party
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
500
|
|
|
-
|
|
|
-
|
|
|
500
|
|
Net
loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(41,976
|
)
|
|
(41,976
|
)
|
Balance at
June 30, 2007
|
|
-
|
|
|
-
|
|
|
1,120,000,000
|
|
|
1,120,000
|
|
|
500
|
|
|
(11,000
|
)
|
|
(1,145,976
|
)
|
|
(36,476
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares cancelled
|
|
-
|
|
|
-
|
|
|
(1,069,799,290
|
)
|
|
(1,069,799
|
)
|
|
1,069,799
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Proceeds from subscription
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
11,000
|
|
|
-
|
|
|
11,000
|
|
Contributed capital
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
15,272
|
|
|
-
|
|
|
-
|
|
|
15,272
|
|
Forgiveness of debt - related party
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
51,319
|
|
|
-
|
|
|
-
|
|
|
51,319
|
|
Shares issued for mineral
rights
|
|
-
|
|
|
-
|
|
|
25,000,000
|
|
|
25,000
|
|
|
28,725,000
|
|
|
-
|
|
|
-
|
|
|
28,750,000
|
|
Shares issued for cash
|
|
-
|
|
|
-
|
|
|
80,000
|
|
|
80
|
|
|
79,920
|
|
|
-
|
|
|
-
|
|
|
80,000
|
|
Contributed capital - mining
expenses
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
10,000
|
|
|
-
|
|
|
-
|
|
|
10,000
|
|
Net
loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(19,553,948
|
)
|
|
(19,553,948
|
)
|
Balance at
June 30, 2008
|
|
-
|
|
|
-
|
|
|
75,280,710
|
|
$
|
75,281
|
|
$
|
29,951,810
|
|
|
-
|
|
$
|
(20,699,924
|
)
|
$
|
9,327,167
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for cash
|
|
-
|
|
|
-
|
|
|
40,480
|
|
|
41
|
|
|
40,439
|
|
|
-
|
|
|
-
|
|
|
40,480
|
|
Shares cancelled
|
|
-
|
|
|
-
|
|
|
(25,000,710
|
)
|
|
(25,000
|
)
|
|
25,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(260,417
|
)
|
|
(260,417
|
)
|
Balance at
March 31, 2009
(unaudited)
|
|
-
|
|
$
|
-
|
|
|
50,320,480
|
|
$
|
50,322
|
|
$
|
30,017,249
|
|
$
|
-
|
|
$
|
(20,960,341
|
)
|
$
|
9,107,230
|
|
The Accompanying Notes are an Integral Part of these
Financial Statements
F-3
DANA RESOURCES
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
|
|
Nine
|
|
|
Nine
|
|
|
July 21, 2006
|
|
|
|
Months
|
|
|
Months
|
|
|
(Inception)
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Through
|
|
|
|
March 31,
|
|
|
March 31,
|
|
|
March 31,
|
|
|
|
2009
|
|
|
2008
|
|
|
2009
|
|
|
|
(Restated)
|
|
|
|
|
|
(Restated)
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(260,417
|
)
|
$
|
(32,738
|
)
|
$
|
(19,856,341
|
)
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net
cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of mineral rights
|
|
-
|
|
|
-
|
|
|
19,400,000
|
|
Gain on settlement of debt
|
|
-
|
|
|
-
|
|
|
(5,660
|
)
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
6,727
|
|
|
4,000
|
|
|
7,500
|
|
Accounts payable (related party)
|
|
(7,679
|
)
|
|
18,519
|
|
|
57,478
|
|
Accrued salaries
|
|
92,950
|
|
|
|
|
|
102,950
|
|
Royalties due
|
|
70,000
|
|
|
|
|
|
70,000
|
|
Accrued expenses
|
|
35,610
|
|
|
-
|
|
|
63,457
|
|
Net cash used
by operating activities
|
|
(62,809
|
)
|
|
(10,219
|
)
|
|
(160,615
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from promissory notes
|
|
-
|
|
|
-
|
|
|
4,730
|
|
Payment made as settlement of
promissory notes
|
|
-
|
|
|
-
|
|
|
(4,730
|
)
|
Contributions of capital
|
|
-
|
|
|
-
|
|
|
25,272
|
|
Proceeds from sale of common stock
|
|
40,480
|
|
|
10,000
|
|
|
136,480
|
|
Net cash
provided by financing activities
|
|
40,480
|
|
|
10,000
|
|
|
161,752
|
|
|
|
|
|
|
|
|
|
|
|
Change in cash
|
|
(22,329
|
)
|
|
(219
|
)
|
|
1,137
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
cash
|
|
23,466
|
|
|
484
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Ending cash
|
$
|
1,137
|
|
$
|
265
|
|
$
|
1,137
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures
|
|
|
|
|
|
|
|
|
|
Cash Paid For:
|
|
|
|
|
|
|
|
|
|
Interest
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Forgiveness of debt (related party)
|
$
|
-
|
|
$
|
-
|
|
$
|
51,819
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of
common stock for mineral rights
|
$
|
-
|
|
$
|
-
|
|
$
|
28,750,000
|
|
The Accompanying Notes are an Integral Part of these
Financial Statements
F-4
DANA RESOURCES
(An Exploration Stage
Company)
Notes to the Consolidated Financial Statements
March 31, 2009
(Unaudited)
1.
Nature of Operations and Continuance of Business
Dana Resources (the "Company") was organized under the laws of
the State of Wyoming on July 21, 2006 under its former name DanaPC.com. The
Companys business was originally to develop a website to give consumers
information on commonly encountered problems with personal computers. In
February 2008, the Companys major shareholders sold their positions. At this
time the Companys new management changed the business direction to exploring
and mining for gold. The Company has acquired natural resource properties in
Peru, South America (see Note 7). Additionally, the Company will no longer
engage in the computer business as the Company has not yet generated revenue
from that business model. On September 24, 2008, the Company incorporated a
wholly owned Peruvian subsidiary, Dana Resources SAC. The Company has not yet
generated any revenues from planned principal operations and is considered an
exploration stage company as defined in Statement of Financial Accounting
Standards No. 7. The Company has, at the present time, not paid any dividends
and any dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.
The Company amended its articles of incorporation to change its
name to "Dana Resources on January 28, 2008 to reflect the Companys intention
to acquire natural resource properties. Additionally, on February 20, 2008, the
Company effected a 70-for-1 forward stock split. Finally, on September 23, 2008,
the Company effected a change in par value to $.001 per share. Both of these
changes (forward stock split and change in par) have been reflected in the
financial statements on a retroactive basis since inception.
2.
Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company was only recently formed and has not yet been successful in establishing profitable operations. As of March 31, 2009, the Company had no revenues and an accumulated deficit of $20,960,341. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s financial statements as at June 30, 2009 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of their common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from the outcome of these uncertainties.
3.
Summary of Significant Accounting Policies
a) Basis of Presentation
These financial statements and related notes are presented in
accordance with accounting principles generally accepted in the United States,
and are expressed in U.S. dollars. The Company's fiscal year-end is June 30.
b) Interim Financial Statements
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and Article 210
8-03 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. All such adjustments are
of a normal recurring nature. Operating results for the three month period ended
March 31, 2009, are not necessarily indicative of the results that may be
expected for the fiscal year ending June 30, 2009. For further information refer
to the financial statements and footnotes thereto included in the Companys
Annual Report on Form 10-K for the year ended June 30, 2008.
F-5
DANA RESOURCES
(An Exploration Stage Company)
Notes to
the Consolidated Financial Statements
March 31, 2009
(Unaudited)
3.
Summary of Significant Accounting Policies (continued)
c) Exploration Stage Company
The Company is in the exploration stage and has not yet
realized any revenues from its planned operations. The Company's business plan
is to evaluate, structure, and complete a merger with, or acquisition of,
prospects consisting of private companies, partnerships or sole proprietorships.
We plan to initially concentrate on completing a comprehensive review of all the
data available from the previous exploration of our mineral properties and carry
out surveys to identify potential drill targets. To that end, we have not
completed a plan of operation or exploration and have not anticipated the cost
of exploring our mineral properties. We intend to complete a plan of operation
and exploration once we have completed the title registration of our mineral
properties. There is no assurance that we will be able to accurately anticipate
the cost of exploring our mineral properties or obtain the financing necessary
to complete any plan of exploration. This could prevent us from achieving
revenues.
Based upon the Company's business plan, it is an exploration
stage company as defined by Statement of Financials Accounting Standard (SFAS)
No. 7, Accounting and Reporting by Development Stage Enterprises. Accordingly,
the Company presents its financial statements in conformity with the accounting
principles generally accepted in the United States of America that apply in
establishing operating enterprises. As an exploration stage company, the Company
discloses the deficit accumulated during the exploration stage as well as the
cumulative statements of operations and cash flows from inception to the current
balance sheet date.
d) Cash and Cash Equivalents
The Company considers all
highly liquid instruments with maturity of three months or less at the time of
issuance to be cash equivalents.
e) Financial Instruments
The carrying value of cash, accounts payable and accrued
expenses approximates their fair value because of the short maturity of these
instruments.
f) Stock-Based Compensation
The Company has one stock-based employee compensation plan (See
Note 5b). The Company accounts for its plan under the recognition and
measurement principles of SFAS 123R, "Share Based Payment" and related
Interpretations. The Company has not issued any stock options or warrants.
g) Income Taxes
Deferred income taxes are reported for timing differences
between items of income or expense reported in the financial statements and
those reported for income tax purposes in accordance with SFAS No. 109,
Accounting for Income Taxes, which requires the use of the asset/liability
method of accounting for income taxes. Deferred income taxes and tax benefits
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases, and for tax loss and credit
carry-forwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The Company
provides for deferred taxes for the estimated future tax effects attributable to
temporary differences and carry-forwards when realization is more likely than
not.
h) Loss Per Share
The Company computes net loss per share in accordance with SFAS
No. 128, Earnings per Share (SFAS 128) and SEC Staff Accounting Bulletin No.
98 (SAB 98). Under the provisions of SFAS 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common stockholders for
the period by the weighted average number of shares of common stock outstanding
during the period. The calculation of diluted net loss per share gives effect to
common stock equivalents; however, potential common shares are excluded if their
effect is anti-dilutive. For the period from July 21, 2006 (Date of inception)
through March 31, 2009, the Company had no potentially dilutive securities. The
per share calculation reflects the effect of the stock split on a retroactive
basis.
F-6
DANA RESOURCES
(An Exploration Stage Company)
Notes to
the Consolidated Financial Statements
March 31, 2009
(Unaudited)
3.
Summary of Significant Accounting Policies (continued)
i) Accounting Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported amount of
revenues and expenses during the reported period. Actual results could differ
from those estimated.
j) Long-Lived Assets
In accordance with Statement of Financial Accounting Standard
("SFAS") No. 144, "Accounting for the Impairment and Disposal of Long-Lived
Assets," long-lived assets to be held and used are analyzed for impairment and
disposal of whenever events or changes in circumstances indicate that the
related carrying amounts may not be recoverable. The Company evaluates at each
balance sheet date whether events and circumstances have occurred that indicate
possible impairment. If there are indications of impairment, the Company uses
future undiscounted cash flows of the related asset or asset grouping over the
remaining life in measuring whether the assets are recoverable. In the event
such cash flows are not expected to be sufficient to recover the recorded asset
values, the assets are written down to their estimated fair value. Long-lived
assets to be disposed of are reported at the lower of the carrying amount or
fair value of the asset less cost to sell (refer to Note 6).
k) Recently Enacted Accounting
Standards
In September 2006, the Financial Accounting Standards Board
("FASB") issued SFAS No. 157, Fair Value Measurements. The objective of SFAS
No. 157 is to increase consistency and comparability in fair value measurements
and to expand disclosures about fair value measurements. SFAS No. 157 defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value
measurements. SFAS No. 157 applies under other accounting pronouncements that
require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. The
adoption of this statement did not have a material effect on the Company's
reported financial position or results of operations.
In February 2007, the FASB issued Statement No. 159, "The Fair
Value Option for Financial Assets and Financial Liabilities, including an
amendment of FASB Statement No. 115" (FAS 159). FAS 159 permits companies 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 and
establishes presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different measurement attributes for
similar types of assets and liabilities. The provisions of FAS 159 became
effective as of the beginning of our 2009 fiscal year. We do not expect that the
adoption of SFAS 159 will have a material impact on our financial condition or
results of operations.
In December 2007, the FASB issued SFAS No. 141 (R), Business
Combinations (revised 2007) (SFAS 141 (R)). SFAS 141 (R) applies the
acquisition method of accounting for business combinations established in SFAS
141 to all acquisitions where the acquirer gains a controlling interest,
regardless of whether consideration was exchanged. Consistent with SFAS 141,
SFAS 141 (R) requires the acquirer to fair value the assets and liabilities of
the acquiree and record goodwill on bargain purchases, with the main difference
being the application to all acquisitions where control is achieved. SFAS 141
(R) is effective for financial statements issued for fiscal years beginning
after December 15, 2008 and will be adopted by the Company in the first quarter
of fiscal year 2010. We do not expect that the adoption of SFAS 141 will have a
material impact on our financial condition or results of operation.
F-7
DANA RESOURCES
(An Exploration Stage Company)
Notes to
the Consolidated Financial Statements
March 31, 2009
(Unaudited)
3.
Summary of Significant Accounting Policies (continued)
k) Recently Enacted Accounting
Standards (continued)
In December 2007, the FASB issued SFAS 160, "Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51"
which applies to all entities that prepare consolidated financial statements,
except not-for-profit organizations, but will affect only those entities that
have an outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. The statement is effective for annual periods
beginning after December 15, 2008.
In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities - an amendment to FASB Statement
No. 133". SFAS No. 161 is intended to improve financial standards for derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity's financial position,
financial performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for, under
Statement 133 and its related interpretations; and (c) how derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. It is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged. The Company is currently evaluating the impact of SFAS No. 161 on
its financial statements and the adoption of this statement is not expected to
have a material effect on the Company's financial statements.
In May 2008, the FASB issued Statement of Financial Accounting
Standards No. 162, The Hierarchy of Generally Accepted Accounting Principles,
(SFAS 162). SFAS 162 identifies the sources of accounting principles and the
framework for selecting the principles used in the preparation of financial
statements of non-governmental entities that are presented in conformity with
generally accepted accounting principles in the United States of America. SFAS
162 will be effective 60 days after the Securities and Exchange Commission
approves the Public Company Accounting Oversight Boards amendments to AU
Section 411. The Company does not anticipate the adoption of SFAS 162 will have
an impact on its financial statements.
In May 2008, the FASB issued SFAS No. 163, Accounting for
Financial Guarantee Insurance Contracts an interpretation of FASB Statement No.
60. SFAS 163 requires that an insurance enterprise recognize a claim liability
prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008. The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.
DANA RESOURCES
(An Exploration Stage Company)
Notes to
the Consolidated Financial Statements
March 31, 2009
(Unaudited)
4.
Restatement
The Company has restated its previously issued March 31, 2009 financial statements for matters related to the following previously reported item: the Company discovering that it had erroneously understated the accrued liabilities account balance by $62,805 which consequently increased expenses in the same amount.. The accompanying financial statements for the period ended March 31, 2009 have been restated to reflect the corrections in accordance with SFAS No. 154, "Accounting Change and Error Correction". The following is a summary of the restatements for March 31, 2009:
Increase (decrease) of previously reported
accrued expenses:
|
|
|
|
|
|
|
|
- Increase of accrued expenses
|
$
|
62,805
|
|
|
|
|
|
Total increase in previously reported
accrued expenses
|
|
62,805
|
|
|
|
|
|
|
|
|
|
Increase of previously reported stockholder's equity:
|
|
|
|
|
|
|
|
- total increase in net loss due to correction of errors
|
|
(62,805
|
)
|
|
|
|
|
Total increase in previously reported stockholders' equity
|
$
|
(62,805
|
)
|
|
|
|
|
Effects of above referenced adjustments on net loss:
|
|
|
|
|
|
|
|
Increase of previously reported General and Administrative
Expenses:
|
$
|
26,955
|
|
Decrease of previously reported salary
expense:
|
|
(22,050
|
)
|
Decrease of previously reported professional fees:
|
|
(12,100
|
)
|
Increase of previously reported royalties:
|
|
70,000
|
|
|
|
|
|
Total increase in net loss
|
$
|
62,805
|
|
DANA RESOURCES
(An Exploration Stage Company)
Notes to
the Consolidated Financial Statements
March 31, 2009
(Unaudited)
4.
Restatement (continued)
The effect on the Company's previously issued March 31, 2009
financial statements are summarized as follows:
BALANCE SHEETS
March 31, 2009
|
|
Previously
|
|
|
Net
|
|
|
|
|
|
|
Reported
|
|
|
Change
|
|
|
Restated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Cash
|
$
|
1,137
|
|
$
|
-
|
|
$
|
1,137
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
1,137
|
|
|
-
|
|
|
1,137
|
|
|
|
|
|
|
|
|
|
|
|
Mineral rights
|
|
9,350,000
|
|
|
-
|
|
|
9,350,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
9,351,137
|
|
$
|
-
|
|
$
|
9,351,137
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
7,500
|
|
$
|
-
|
|
$
|
7,500
|
|
Accounts payable (related party)
|
|
-
|
|
|
-
|
|
|
-
|
|
Accrued expenses
|
|
173,602
|
|
|
62,805
|
|
|
236,407
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
181,102
|
|
|
62,805
|
|
|
243,907
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
181,102
|
|
|
62,805
|
|
|
243,907
|
|
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
Preferred stock; $.001 par value; unlimited authorized;
|
|
-
|
|
|
-
|
|
|
-
|
|
none issued and outstanding
|
|
|
|
|
|
|
|
|
|
Common stock; $.001 par value; unlimited authorized
|
|
|
|
|
|
|
|
|
|
50,320,480 and 75,280,710 issued and
outstanding,
|
|
|
|
|
|
|
|
|
|
respectively
|
|
50,322
|
|
|
-
|
|
|
50,322
|
|
Additional paid in capital
|
|
30,017,249
|
|
|
-
|
|
|
30,017,249
|
|
Deficit accumulated during the exploration stage
|
|
(20,897,536
|
)
|
|
(62,805
|
)
|
|
(20,960,341
|
)
|
|
|
|
|
|
|
|
|
|
|
Total stockholders' equity
|
|
9,170,035
|
|
|
(62,805
|
)
|
|
9,107,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY
|
$
|
9,351,137
|
|
$
|
-
|
|
$
|
9,351,137
|
|
DANA RESOURCES
(An Exploration Stage Company)
Notes to
the Consolidated Financial Statements
March 31, 2009
(Unaudited)
4.
Restatement (continued)
STATEMENTS OF OPERATIONS
|
|
Three Months
|
|
|
Three Months
|
|
|
Three Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
March 31, 2009
|
|
|
March 31, 2009
|
|
|
March 31, 2009
|
|
|
|
Previously Reported
|
|
|
Net
|
|
|
Restated
|
|
|
|
(Unaudited)
|
|
|
Change
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
240
|
|
|
26,955
|
|
|
27,195
|
|
Payroll expense
|
|
45,000
|
|
|
(9,450
|
)
|
|
35,550
|
|
Professional fees
|
|
1,269
|
|
|
6,000
|
|
|
7,269
|
|
Mining Expenses
|
|
-
|
|
|
|
|
|
-
|
|
Land claim fees
|
|
-
|
|
|
|
|
|
-
|
|
Royalties
|
|
-
|
|
|
30,000
|
|
|
30,000
|
|
Total expenses
|
|
46,509
|
|
|
53,505
|
|
|
100,014
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(46,509
|
)
|
|
(53,505
|
)
|
|
(100,014
|
)
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
Gain on debt settlement
|
|
-
|
|
|
-
|
|
|
-
|
|
Loss on impairment
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(46,509
|
)
|
$
|
(53,505
|
)
|
$
|
(100,014
|
)
|
|
|
|
|
|
|
|
|
|
|
Net loss per share basic
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
|
|
50,320,480
|
|
|
50,320,480
|
|
|
50,320,480
|
|
DANA RESOURCES
(An Exploration Stage Company)
Notes to
the Consolidated Financial Statements
March 31, 2009
(Unaudited)
4.
Restatement (continued)
STATEMENTS OF OPERATIONS
|
|
Nine Months
|
|
|
Nine
Months
|
|
|
Nine
Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
Ended
|
|
|
|
March 31, 2009
|
|
|
March 31, 2009
|
|
|
March 31, 2009
|
|
|
|
Previously Reported
|
|
|
Net
|
|
|
Restated
|
|
|
|
(Unaudited)
|
|
|
Change
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
3,878
|
|
|
26,955
|
|
|
30,833
|
|
Payroll expense
|
|
115,000
|
|
|
(22,050
|
)
|
|
92,950
|
|
Professional fees
|
|
78,684
|
|
|
(12,100
|
)
|
|
66,584
|
|
Mining Expenses
|
|
-
|
|
|
-
|
|
|
-
|
|
Land claim fees
|
|
-
|
|
|
-
|
|
|
-
|
|
Royalties
|
|
50
|
|
|
70,000
|
|
|
70,050
|
|
Total expenses
|
|
197,612
|
|
|
62,805
|
|
|
260,417
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations
|
|
(197,612
|
)
|
|
(62,805
|
)
|
|
(260,417
|
)
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
Gain on debt settlement
|
|
|
|
|
|
|
|
|
|
Loss on impairment
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense)
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(197,612
|
)
|
$
|
(62,805
|
)
|
$
|
(260,417
|
)
|
|
|
|
|
|
|
|
|
|
|
Net loss per share basic
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
|
|
61,482,878
|
|
|
61,482,878
|
|
|
61,482,878
|
|
DANA RESOURCES
(An Exploration Stage Company)
Notes to
the Consolidated Financial Statements
March 31, 2009
(Unaudited)
4.
Restatement (continued)
STATEMENTS OF CASH FLOWS
|
|
Nine Months Ended
|
|
|
Nine Months Ended
|
|
|
Nine Months Ended
|
|
|
|
March 31, 2009
|
|
|
March 31, 2009
|
|
|
March 31, 2009
|
|
|
|
Previously stated
|
|
|
Net
|
|
|
Restated
|
|
|
|
(Unaudited)
|
|
|
Change
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows Used by Operating
Activities:
|
|
(62,809
|
)
|
|
-
|
|
|
(62,809
|
)
|
|
|
|
|
|
|
|
|
|
|
Cash Flows Provided by
Financing Activities:
|
|
40,480
|
|
|
-
|
|
|
40,480
|
|
5.
Stockholders Equity (Deficit)
a) Common Stock
The Company has authorized an unlimited number of shares of
$.001 par value common stock and preferred stock. In July 2006, in connection
with its organization, the Company issued 1,120,000,000 (post-split) shares of
common stock to various individuals including 700,000,000 (post-split) shares
which were issued to an officer/shareholder of the Company; the remaining
420,000,000 shares were issued to various individuals for cash of $16,000.
Additionally, the financial statements reflect a change in par value from no par
value to $.001 per share effected on June 30, 2008.
In November 2006, an entity related to a stockholder performed
legal services valued at $500 in connection with the Company's registration
statement on Form SB-2. The related payable was forgiven by the law firm and was
accounted for as a contribution to capital.
The Company effected a 70-for-1 forward stock split as of
February 20, 2008. Certain shareholders cancelled shares held by them in
connection with the forward stock split. These shares represent 394,800,000
(post-split) shares subject to a Lockup Agreement dated July 31, 2007 as well as
674,999,290 (post-split) shares owned by the sole officer and director at that
time. The total number of cancelled shares is 1,069,799,280 (post-split) shares,
50,200,710 shares remained outstanding after the stock split. All share amounts
have been retroactively restated for all periods presented.
For the period ended March 31, 2008, a director of the Company
contributed $15,272 for working capital purposes and waived any rights of
repayment.
During the quarter ended March 31, 2008, the outstanding
accounts payable, accrued salary and amounts due to related parties were
forgiven by some shareholders and treated as contributed capital totaling
$51,319.
DANA RESOURCES
(An Exploration Stage Company)
Notes to
the Consolidated Financial Statements
March 31, 2009
(Unaudited)
5.
Stockholders Equity (Deficit) (continued)
a) Common Stock (continue)
On May 2, 2008, the Company entered into an agreement with MRC1 Exploraciones to perform an evaluation of the mineral claims for a fee of $25,000 of which the CEO of the Company contributed $10,000 and waived any rights of repayment.
On June 3, 2008, the Company entered into an agreement with
Sociedad Minera De Responsabilidad Limitada Angelo XXI (Angelo XXI) for the
assignment of mining rights located in Peru, South America. The purchase price
was 25,000,000 shares of restricted common stock, valued at $28,750,000; the
fair value of the underlying shares (See Note 7).
On June 29, 2008, the Company issued 80,000 shares through a
private placement. The shares were sold at $1.00 per share and the placement was
exempt under 4(2).
On September 26, 2008, the Company sold 13,500 shares of common
stock for $13,500.
On October 9, 2008, the Company sold 13,480 shares of common
stock for $13,480.
On October 13, 2008, the Company sold 13,500 shares of common
stock for $13,500.
On October 31, 2008, the Company canceled 25,000,710 shares of
common stock; there was no consideration paid and the shares canceled are
reflected in the financial statements.
As of March 31, 2009, there are 50,320,480 shares issued and
outstanding.
b) Stock Option Plan
In July 2006, the Board of Directors adopted and the
stockholders at that time approved the 2006 Stock Option Plan ("the Plan"). The
Plan provides for the granting of qualified and non-qualified stock options to
issue up to 2,000,000 shares of common stock to directors, officers, advisors
and employees of the Company as well as to employees of companies that do
business with the Company. Awards under the plan will be granted as determined
by the Stock Option Committee of the Board of Directors. The Plan limits awards
to directors, officers and employees to $100,000 of compensation per year. The
options will expire after 10 years or 5 years if the option holder owns at least
10% of the common stock of the Company. The exercise price of a non-qualified
option must be at least 85% of the market price. The exercise price of a
qualified option must be at least equal to the market price or 110% of the
market price if the option holder owns at least 10% of the common stock of the
Company. At March 31, 2009, no awards had been made and total awards available
to be granted from the Plan amounted to 2,000,000 shares.
DANA RESOURCES
(An Exploration Stage Company)
Notes to
the Consolidated Financial Statements
March 31, 2009
(Unaudited)
6.
Related Party Transactions
|
a)
|
The Company has not had a need to rent office space. An officer/shareholder of the Company is allowing the Company to use his offices, as needed, at no expense to the Company. Such costs are immaterial to the financial statements and, accordingly have not been reflected therein.
|
|
|
|
|
b)
|
An officer and shareholder advanced $1,800 to pay web
development costs during the quarter ended March 31, 2007. The same
officer and shareholder has accrued salary of $35,550 for the fifteen
months ended March 31, 2008 at the rate of $3,000 per month. As of June
30, 2008, the balance due was forgiven.
|
|
|
|
|
c)
|
During the quarter ended March 31, 2008, the outstanding
accounts payable, accrued salary and amounts due to related parties were
forgiven by some shareholders and treated as contributed capital totaling
$51,319.
|
|
|
|
|
d)
|
On May 2, 2008, the Company entered into an agreement
with MRC1 Exploraciones to perform an evaluation of the mineral claims
which $10,000 was contributed by the CEO and has waived any rights of
repayment.
|
|
|
|
|
e)
|
As of June 30, 2008 and 2007, outstanding advances made
to the Company by Len De Melt, the Companys current president,
respectively, were $7,679. As of March 31, 2009, all outstanding advances
have been repaid.
|
7.
Mineral Rights and Impairment
The Company entered into an agreement dated June 3, 2008 to
acquire 19 precious and base metal mining claims in Peru, South America for
25,000,000 shares of restricted common stock and the payment of a 1.5% net
smelter royalty with a minimum royalty payment of $10,000 per month regardless
of extraction. The Company issued 25,000,000 shares, valuing the asset at the
fair value of the underlying stock as of the agreement date which was
$28,750,000. On June 30, 2008, the Company evaluated the asset for potential
impairment in accordance with SFAS 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.
At the end of June 30, 2008, the Company, in accordance with
FAS 144, valued the asset for impairment. Additionally the Company found several
reports that showed that the industry traditionally used 2 percent of the asset
value, price times ounces, to establish value on the financial statements. As
such, the Company used a formula (as indicated in the following paragraph) and
determined that a more conservative approach for asset valuation was
appropriate. The method used by the Company to determine the fair value of the
mineral rights as of June 30, 2008 was as follows:
The Company purchased the rights to approximately 1,100,000
ounces of estimated gold reserves. The Company anticipates extracting at least
1% of the total reserves; or approximately 11,000 ounces. Utilizing an average
spot price of $850 per oz., the estimated fair value of the rights was
determined to be $9,350,000. The difference between the carrying value of
$28,750,000 and the fair value of $9,350,000 which totaled $19,400,000 was
recorded as impairment.
8. Commitments
On April 29, 2008, the Company appointed Len De Melt as the new President and Chief Financial Operator and entered into a management agreement dated April 29, 2008 with the President of the Company for the provision of management services at $5,000 per month commencing in May 2008 for an indefinite term. The Company has accrued $55,000 as of March 31, 2009.
On May 2, 2008, the Company entered into an agreement with MRC1
Exploraciones to perform an evaluation of the mineral claims for a fee of
$25,000, of which $10,000 were contributed by the CEO and the remaining $15,000
were to be paid in October 2008. The Company has accrued $15,000 in accrued
expenses.
On June 3, 2008, the Company entered into a Mineral Rights
agreement with Angelo XXI. As per the agreement, the Company will pay Mr.
Rosales $10,000 per month for royalties for the land, commencing in September
2008. The agreement was amended on October 1, 2008 to state that a minimum of
$10,000 per month in royalties are due regardless of extractions. The Company
has accrued $70,000 as of March 31, 2009.
On June 21, 2008, the Company entered into an employment
agreement with Elmer Rosales effective September 1, 2008. The agreement stated
compensation expense of $5,000 per month free of income taxes; this was
calculated to be about $6,850 per month. The Company is currently disputing the
validity of this agreement. For conservative purposes the Company has accrued
for $47,950 representing all salaries due under the employment agreement. As of
March 31, 2009, no amounts have been paid under the agreement.
F-10
Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
Business Overview and
Uncertainties
We were incorporated as a Wyoming company on July 21, 2006. Our
business is the acquisition, exploration and development of mineral properties.
We have one wholly owned Peruvian subsidiary, Dana Resources SAC, which is the
registered holder of title to 19 patented and unpatented base and precious metal
mining properties located in the provinces of Chumbivilcas, Recuay, Piura,
Huaytara, Pallasca, and Huancabamba, Peru, all of which we acquired on June 3,
2008.
Formerly, our business was to build and market an educational
website on the subject of personal computing. On February 20, 2008, we amended
our articles of incorporation to change our name to Dana Resources. The change
of our name coincided with our decision to abandon our former business
activities and to engage in the acquisition, exploration and development of
mineral properties.
Our principal office is located at 810 Malecon Cisneros,
Miraflores, Lima, Peru R5 18. Our telephone number is 380-44-331-62-01. Our
fiscal year end is June 30.
Results of Operations for the Period From July 21, 2006
(Date of Inception) to March 31, 2009 and for the Three Months Ended March 31,
2009
Lack of Revenues
We are an exploration stage company with limited operations
since our inception on July 21, 2006 to March 31, 2009. We have not generated
any revenues. As of March 31, 2009, we had total assets of $9,351,137 and total
liabilities of $243,907. Since our inception to March 31, 2009, we have
accumulated a deficit of $20,960,341. We anticipate that we will continue to
incur substantial losses and our ability to generate any revenues in the next 12
months remains uncertain.
Expenses
We have accumulated total expenses of $462,001 since our inception on July 21, 2006 to March 31, 2009, including $54,844 in general and administrative expenses, $152,951 in payroll expense, $136,853 in professional fees (including accounting, auditing and legal fees), $25,000 in mining expenses, $22,303 in land claim fees and $70,050 in royalties due. It has not been determined whether there are proven or probable reserves on our properties. We have therefore recognized total impairment losses of mineral property acquisition costs of $19,400,000 from our inception to March 31, 2009.
Our total expenses increased by $86,001 to $100,014 for the three months ended March 31, 2009 from $14,013 for the three months ended March 31, 2008. For the three months ended March 31, 2009, total expenses were comprised of $27,195 in general and administrative expenses, $35,550 in payroll expenses $7,269 in professional fees and $30,000 in royalties.
3
For the three months ended March 31, 2008 our total expenses of
$14,013 consisted of $1,793 in general and administrative expenses, $9,000 in
payroll expense and $3,220 in professional fees.
The types of expenses that we may categorize as general and
administrative expenses include foreign exchange loss, transfer agent and filing
fees, office supplies, travel expenses, rent, communication expenses (cellular,
internet, fax and telephone), bank charges, advertising and promotion costs,
office maintenance, courier and postage costs and office equipment.
Net Loss
Since our inception on July 21, 2006 to March 31, 2009, we have incurred a net loss of $19,856,341. For the three months ended March 31, 2009, we incurred a net loss of $100,014 compared to a net loss of $14,013 for the same period in 2008, which is an increase in net loss of $86,001 between the two periods resulting from increased general and administrative, royalties due and payroll expense for the three months ended March 31, 2009.
Results of Operations for the Nine Months Ended March 31,
2009
Lack of Revenues
We did not earn any revenues during the nine months ended March
31, 2009 and we do not foresee earning any revenues during the next 12 months.
Expenses
During the nine months ended March 31, 2009, we incurred total
expenses of $260,417, an increase of $213,666 from total expenses of $46,751 for
the nine months ended March 31, 2008.
Total expenses for the nine months ended March 31, 2009 were comprised of $30,833 in general and administrative expenses, $92,950 in payroll expense , $66,584 in professional fees and $70,050 in royalties.
Total expenses for the nine months ended March 31, 2008 were
comprised of $2,531 in general and administrative expenses, $27,000 in payroll
expense and $17,220 in professional fees. There were no royalties for the nine
months ended March 31, 2008.
Liquidity and Capital Resources
At March 31, 2009, we had cash of $1,137 in our bank account
and a working capital deficit of $242,770, an increase of $219,937 from our
working capital deficit of $22,833 at December 31, 2008. We had total assets
valued at $9,351,137 and incurred total liabilities of $243,907 as at March 31,
2009.
Our net loss from inception on July 21, 2006 to March 31, 2009
was $19,856,341. Net loss includes a non-cash item of $19,400,000 for impairment
of our mineral rights based on a more conservative method of valuation of
accounting for asset valuation. To date, our operations have been funded
primarily through equity financing. We have raised a total of $136,480 from
sales of our common stock.
4
During the nine months ended March 31, 2009, we used net cash
of $62,809 to fund our exploration operations in Peru. This compares to net cash
used in operating activities of $10,219 for the same period in 2008 under our
old business plan of developing a personal computer troubleshooting website for
consumers. The amount of net cash used to fund our operations increased by
$52,590 from the nine months ended March 31, 2008 to the nine months ended March
31, 2009 due to our increased exploration activities after acquiring our mineral
interests.
During the nine months ended March 31, 2009, we received net
cash of $40,480 from the sale of our common stock, compared to $10,000 for the
same period in 2008.
We expect that our total expenses will increase over the next
year as we increase our business operations and exploration activities of
mineral properties. We have not been able to reach the break-even point since
our inception and have had to rely on outside capital resources. We do not
anticipate generating any revenues for the next two years. Our auditors have
issued us a going concern opinion, which means there is substantial doubt we
will be able to sustain our operations unless we are able to obtain outside
financing in the form of debt or equity financing.
Over the next 12 months, we plan to initially concentrate on
completing a comprehensive review of all the data available from the previous
exploration of our mineral properties and carry out surveys to identify
potential drill targets. To that end, we have not completed a plan of operation
or exploration and have not anticipated the cost of exploring our mineral
properties. We intend to complete a plan of operation and exploration once we
have completed the title registration of our mineral properties.
There is no assurance that we will be able to accurately
anticipate the cost of exploring our mineral properties or obtain the financing
necessary to complete any plan of exploration. This could prevent us from
achieving revenues.
In order to improve our liquidity, we intend to pursue
additional equity financing from private placement sales of our equity
securities or shareholder loans. We intend to negotiate with our management and
consultants to pay parts of salaries and fees with stock and stock options
instead of cash. Any issuances of additional shares will result in dilution to
our existing shareholders.
We currently do not have any arrangements in place for the
completion of any further private placement financings and there is no assurance
that we will be successful in completing any further private placement
financings. If we are unable to achieve the necessary additional financing, then
we plan to tailor our exploration expenses and administrative expenses
proportionately to the amount of capital resources available to us.
5
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to stockholders.
Inflation
The amounts presented in the financial statements do not
provide for the effect of inflation on our operations or financial position. The
net operating losses shown would be greater than reported if the effects of
inflation were reflected either by charging operations with amounts that
represent replacement costs or by using other inflation adjustments.
Significant Accounting Policies
Exploration Stage Company
Based upon the Company's business plan, it is an exploration stage company as defined by Statement of Financials Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.” Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As an exploration stage company, the Company discloses the deficit accumulated during the exploration stage as well as the cumulative statements of operations, stockholders’ equity (deficit) and cash flows from inception to the current balance sheet date.
Long-Lived Assets
In accordance with Statement of Financial Accounting Standard ("SFAS") No. 144, "Accounting for the Impairment and Disposal of Long-Lived Assets," long-lived assets to be held and used are analyzed for impairment and disposal of whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets, including mineral properties, to be disposed of are reported at the lower of the carrying amount or fair value of the asset less cost to sell (refer to Note 7).
Item 3. Quantitative and Qualitative Disclosures
About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of
the Exchange Act and are not required to provide information under this item.
6
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in
Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms and that such
information is accumulated and communicated to our sole officer, as appropriate
to allow timely decisions regarding required disclosure. We carried out an
evaluation, under the supervision and with the participation of our sole
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of March 31, 2009. Based on the evaluation of these
disclosure controls and procedures, and in light of the material weaknesses in
our internal control over financial reporting identified in our Annual Report on
Form 10-K for the year ended June 30, 2008, the sole officer concluded that our
disclosure controls and procedures are ineffective.
Changes in internal controls
We have not yet implemented any of the recommended changes to
internal control over financial reporting listed in our Annual Report on Form
10-K for the year ended June 30, 2008. As such, there were no changes in our
internal control over financial reporting, as defined in Rule 13a-15(f)
promulgated under the Exchange Act, during the quarter ended March 31, 2009 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Item 4T. Controls and Procedures.
Not applicable.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
We are not aware of any legal proceedings which involve us, our
subsidiary, or any of our properties.
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
7
Item 4. Submission of Matters to a Vote of
Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits
8
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Dana Resources
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By:
/
s
/ Len De
Melt
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Date: October 16, 2009
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Len De Melt
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President, Chief Executive Officer, Chief
Financial Officer, Principal
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Accounting Officer, Secretary, Treasurer and
Director
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9
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