-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CFrJm4iC6lCPGjlmMa9osmydUU5FVVIj0TX7BY4gJxlizViZy2o0FuYLqZW6iW/W O00yNcuKbYMHnegdPxuZcg== 0001294606-08-000014.txt : 20080505 0001294606-08-000014.hdr.sgml : 20080505 20080502195358 ACCESSION NUMBER: 0001294606-08-000014 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080505 DATE AS OF CHANGE: 20080502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARDENT MINES LTD CENTRAL INDEX KEY: 0001129018 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 880471870 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50423 FILM NUMBER: 08800557 BUSINESS ADDRESS: STREET 1: 110 JARDINE DRIVE STREET 2: SUITE 13 CITY: CONCORD STATE: A6 ZIP: L4K 2T7 BUSINESS PHONE: (905) 761-1096 MAIL ADDRESS: STREET 1: 110 JARDINE DRIVE STREET 2: SUITE 13 CITY: CONCORD STATE: A6 ZIP: L4K 2T7 10-Q/A 1 ardent10qa1123107.htm AMENDED FORM 10-Q FOR ARDENT MINES LIMITED Ardent Mines Limited Amended Quarterly Report for December 31, 2007

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A-1

[X]

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED December 31, 2007

   

OR

   

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-50994

ARDENT MINES LIMITED
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

110 Jardin Drive, Suite 13
Concord, Ontario
Canada L4K 2T7
(Address of principal executive offices, including zip code.)

(905) 761-1096
(telephone number, including area code)

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

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

      Large accelerated filer   [   ]         Accelerated filer   [   ]

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

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 14,257,650 as of May 1, 2008

 



EXPLANATORY NOTE

This amendment is being filed to restate the Ardent Mines Limited Statement of Expenses (Unaudited), Balance Sheet (Unaudited) and Notes to Financial Statements (Unaudited) to correct an error in accounting for the issuance of common stock as described in Note 3 to the Financial Statement herein. Ardent Mines is also revising the discussion under Item 3, Controls and Procedures in light of the restatement.

 

 

PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

 

Balance Sheets

F-1

 

Statements of Expenses

F-2

 

Statements of Cash Flows

F-3

 

Notes to Financial Statements

F-4

 

 

 

 

 

 

 

 

 

- 2 -



ARDENT MINES LIMITED

(An Exploration Stage Company)

BALANCE SHEETS

(Unaudited)


 
 

December 31,

June 30,

 

2007

2007

Restated




ASSETS

Current Assets

   
 

Cash

$


24,076


$


47,879


Total Current Assets



24,076




47,879


TOTAL ASSETS

$


24,076


$


47,879


         
         

LIABILITIES AND STOCKHOLDERS'DEFICIT

       
         

Current Liabilities

       
 

Accounts payable

$

11,785

$

3,835

 

Stock payable

 

-

 

82,432

 

Due to related party

 

16,129


 

16,129


Total Current Liabilities

 

27,914


 

102,396


TOTAL LIABILITIES

 

27,914


 

102,396


         

Stockholders' Deficit

       
 

Common Stock, $0.00001 par value, 100,000,000

       
   

shares authorized, 14,257,650 shares issued

       

 

and outstanding

 

142

 

60

 

Additional paid in capital

 

460,025

 

377,675

 

Deficit accumulated during the exploration stage

 

(464,005)


 

(432,252)


         
 

Total Stockholders' Deficit

 

(3,838)


 

(54,517)


         

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$


24,076


$


47,879


 

 

 

 

 

(The accompanying notes are an integral part of the these financial statements)
F-1

- 3 -



ARDENT MINES LIMITED

(An Exploration Stage Company)

STATEMENTS OF EXPENSES

(unaudited)


   
 

Inception

 

(July 27, 2000)

       

Through

 

Three Months Ended

 

Six Months Ended

December 31,

 

December 31, 2007

 

December 31, 2006

 

December 31, 2007

 

December 31, 2006

 

2007

 

(Restated)


 

 

 

(Restated)


 

 

 

 

             

Revenues

$


-


$


-


$


-


$


-


$


-


                     

Operating Expenses:

                   

Consulting Expense

 

2,385

 

-

 

2,385

 

-

 

275,433

Filing and Incorporation Fees

 

-

 

100

 

180

 

632

 

3,233

General & Administrative

 

1,837

 

873

 

1,865

 

873

 

36,526

Legal & Accounting

 

25,838

 

3,650

 

27,323

 

10,970

 

123,396

Mining Exploration

 

-

 

7,500

 

-

 

7,500

 

14,588

Travel

 

-


 

-


 

-


 

-


 

9,539


                   

Total Operating Expenses

 

30,060

 

12,123

 

31,753

 

19,975

 

462,715

                     

Interest expense

 

-


 

-


 

-


 

-


 

1,290


                     

Net loss

$


(30,060)


$


(12,123)


$


(31,753)


$


(19,975)


$


(464,005)


                     
                     

Net loss per share

                   
 

Basic and diluted

$


(.00)


$


(.00)


$


(.00)


$


(.00)


   
                     

Weighted average

                   
 

shares outstanding- Basic and diluted

 



14,257,650


 



6,014,450


 



14,257,650


 



6,014,450


   

 

 

 

 

 

 

(The accompanying notes are an integral part of the these financial statements)
F-2

- 4 -



ARDENT MINES LIMITED

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(unaudited)


 
           

Inception

           

(July 27, 2000)

   

Six Months Ended

 

Through

   

December 31,

 

December 31,

 

December 31,

   

2007


 

2006


 

2007


             

CASH FLOWS FROM OPERATING ACTIVITIES

           

Net loss

$

(31,753)

$

(19,975)

$

(464,005)

Adjustments to reconcile net loss to

           

cash used in operating activities:

Imputed interest on related party payable

-

-

1,290

Stock issued for services

 

-

 

-

 

275,000

Change in:

           
 

Accounts payable & accrued liabilities

 

7,950


 

1,785


 

11,785


NET CASH USED IN OPERATING ACTIVITIES

 

(23,803)


 

(18,190)


 

(175,930)


             
             

CASH FLOWS FROM FINANCING ACTIVITIES

           

Proceeds from sales of common stock

 

-

 

30,500

 

183,877

Advances from related party

 

-

 

632

 

16,129

Loan payable advanced

 

-


 

9,932


 

-


NET CASH PROVIDED BY FINANCING

           

ACTIVITIES

 

-


 

41,064


 

200,006


             

NET CHANGE IN CASH

 

(23,803)

 

22,874

 

24,076

CASH AT BEGINNING OF PERIOD

 

47,879


 

89


 

-


             

CASH AT END OF PERIOD

$


24,076


$


22,963


$


24,076


             

Supplemental Disclosures

           
             

Interest Paid

$

-

$

-

$

-

Income tax Paid

 

-

 

-

 

-

 

 

 

(The accompanying notes are an integral part of the these financial statements)
F-3

- 5 -



ARDENT MINES LIMITED
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Ardent Mines, Ltd, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Ardent's Annual Report filed with the SEC on Form 10−KSB. In the opinion of management, all adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2007 as reported in the Form 10−KSB have been omitted.


NOTE 2 - GOING CONCERN

From July 27, 2000 (date of inception) to December 31, 2007, Ardent Mines has had no revenues since inception and accumulated losses of $464,005 at December 31, 2007. The ability of Ardent Mines to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable mining operations. Management has plans to seek additional capital through a private placement and public offering of its common stock. There is no guarantee that Ardent Mines will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Ardent Mines' ability to continue as a going concern.


NOTE 3 - RESTATEMENT

In August 2007, the Company issued 8,243,200 shares of common stock valued at $82,432 for a prior fiscal year stock payable, therefore overstating its stock payable as of December 31, 2007 and understating it common stock by $82 and additional paid in capital by $82,350.

The effect of the restatement as of and for the six month period ended December 31, 2007 follows:

 

 

 

 

 

 

 

F-4

- 6 -



 
 

December 31,

December 31,

 

2007

2007

As Reported


As Restated


Balance Sheets

ASSETS

Current Assets

   
 

Cash

$


24,076


$


24,076


Total Current Assets

 

24,076


 

24,076


TOTAL ASSETS

$


24,076


$


24,076


         
         

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

       
         

Current Liabilities

       
 

Accounts payable

$

11,785

$

11,785

 

Stock payable

 

82,432

 

-

 

Due to related party

 

16,129


 

16,129


Total Current Liabilities

 

110,346


 

27,914


TOTAL LIABILITIES

 

110,346


 

27,914


         

Stockholders' Deficit

       
 

Common Stock, $0.00001 par value, 100,000,000

       
   

shares authorized, 14,257,650 shares issued

       

 

and outstanding

 

60

 

142

 

Additional paid in capital

 

377,675

 

460,025

 

Deficit accumulated during the exploration stage

 

(464,005)


 

(464,005)


         
 

Total Stockholders' Deficit

 

(86,270)


 

(3,838)


         

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

$


24,076


$


24,076


 

 

 

 

 

F-5

- 7 -



ITEM 3. CONTROLS AND PROCEDURES

As of September 30, 2007, the Company carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended. Management's original determination was that the disclosure controls and procedures were effective. Subsequently, an accounting error related to the presentation of the issuance of common stock was identified, and the financial statements were restated, indicating the presence of a material weakness. Upon review of the effect that the accounting error and material weakness had on the previous assessment, the Company's Chief Executive Officer and Chief Financial Officer changed their conclusion and determined that, as of December 31, 2007, the Company's disclosure controls and procedures were not effective as of the end of the fiscal period co vered by this Quarterly Report on Form 10-QSB/A. Due to this material weakness, the Company, in preparing its restated condensed consolidated financial statements as of and for the periods ended September 30, 2007 and December 31, 2007, performed additional procedures relating to accounting for the issuance of common stock to enable it to conclude that the consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles.

The Company's processes, procedures and controls related to the presentation of the issuance of common stock were not effective. This material weakness resulted in an accounting error. The error did not affect the Registrant's expenses or cash flow. However, the error did result in the understatement of common stock and additional paid in capital, and overstatement of current liabilities for the interim fiscal period reported in this report, as described in the Note 3 of the Financial Statements herein.

Changes in Internal Controls.

To avoid recurrence of an error such as the one described above, the Company are assessing the appropriateness of technical resources assigned to the engagement and improving documentation.

Other than the change discussed above, there have been no significant changes in the Company's internal controls, or in other factors that could significantly affect these controls, subsequent to the date of that evaluation.

 

 

 

 

 

 

- 8 -



PART II. OTHER INFORMATION

ITEM 6.     EXHIBITS.

The following documents are included herein:

Exhibit No. 

Document Description

   

31.1             

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.

 

32.1     

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

 

 

 

 

 

 

 

 

 

 

- 9 -



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 2nd day of May, 2008 at Concord, Ontario, Canada.

ARDENT MINES LIMITED

(Registrant)


BY:


TARAS CHEBOUNTCHAK

   

Taras Chebountchak

   

President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary/Treasurer, and sole member of the Board of Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 10 -



EXHIBIT INDEX

Exhibit No. 

Document Description

   

31.1             

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.

 

32.1     

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 11 -



EX-31.1 2 exh311.htm CERTIFICATION OF THE CEO & CFO Exhibit 31.1 - Certification of the CEO & CFO

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Taras Chebountchak, certify that:

1. I have reviewed this 10-Q/A-1 for the period ended December 31, 2007, of Ardent Mines Limited;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 2, 2008

TARAS CHEBOUNTCHAK

 

Taras Chebountchak

 

Principal Executive Officer and Principal Financial Officer


EX-32.1 3 exh321.htm SOX CERTIFICATION OF THE CEO & CFO Exhibit 32.1 - SOX Certification of the CEO & CFO

Exhibit 32.1

 

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

 

In connection with the Amended Quarterly Report of Ardent Mines Limited (the "Company") on Form 10-Q/A-1 for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Taras Chebountchak, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated this 2nd day of May, 2008.

 

TARAS CHEBOUNTCHAK

 

Taras Chebountchak

 

Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 


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