-----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, NlURM+uWB2t+nAyV2SPBQxYRCpeOC06+yJZbMwFCIAySsxnLl3AD5mbKLdqqRsdA 9mw2QmyeHs1RMRYDsm9LiA== 0001273511-10-000064.txt : 20100414 0001273511-10-000064.hdr.sgml : 20100414 20100414162700 ACCESSION NUMBER: 0001273511-10-000064 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100228 FILED AS OF DATE: 20100414 DATE AS OF CHANGE: 20100414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mine Clearing Corp. CENTRAL INDEX KEY: 0001393548 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-52944 FILM NUMBER: 10749716 BUSINESS ADDRESS: STREET 1: 2103 TYRONE PLACE CITY: PENTICTON STATE: A1 ZIP: V2A 8Z2 BUSINESS PHONE: 250.490.3378 MAIL ADDRESS: STREET 1: 2103 TYRONE PLACE CITY: PENTICTON STATE: A1 ZIP: V2A 8Z2 FORMER COMPANY: FORMER CONFORMED NAME: Peak Resources INC DATE OF NAME CHANGE: 20070316 10-Q 1 mineclearing10qfeb282010.htm 10-Q FEBRUARY 28, 2010 U



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549


FORM 10-Q

 


[ X ]

QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended

February 28, 2010


[    ]

TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from

 to


Commission file number     000-52944


 

MINE CLEARING CORP.

 

 

(Exact name of registrant as specified in its charter)

 



        Nevada    

(State or other jurisdiction of incorporation or organization)

 00-0000000  

(I.R.S. Employer Identification No.)


2103 Tyrone Place, Penticton BC, Canada

 (Address of principal executive offices)

              V2A 8Z2

(Zip Code)

  250 490 3378   

(Registrant’s telephone number, including area code)


                                                      Peak Resources Incorporated                                                      .                                      &nbs p;                                               

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 past 90 days.

 [ X ] Yes         [    ]  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” and “smaller reporting company in Rule 12b-2 of the Exchange Act.


Larger accelerated filer

[     ]

                               Accelerated filer

      [     ]

Non-accelerated filer

[     ]  (Do not check if a smaller reporting company)

  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).

[ X ] Yes         [   ]  No


APPLICABLE ONLY TO CORPORATE ISSUERS


State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.


Class

Outstanding at April 14, 2009

common stock - $0.001 par value

59,446,200








Form 10-Q – Q2               Mine Clearing Corp.                                                                                     2

 



TABLE OF CONTENTS




Part I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited)

3

 

Item 2.

Management's Discussion and Analysis or Plan of Operations

13

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

17

 

Item 4.

Controls and Procedures

17

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

17

 

Item 1A

Risk Factors

17

 

Item 2.

Unregistered Sales of Securities and Use of Proceeds

17

 

Item 3.

Defaults upon Senior Securities

18

 

Item 4.

Submission of Matters to a Vote of Security Holders

18

 

Item 5.

Other Information

18

 

Item 6.

Exhibits

19






Form 10-Q – Q2               Mine Clearing Corp.                                                                                     3

 




MINE CLEARING CORP.

(A Development Stage Company)




FINANCIAL STATEMENTS


For the period ended


February 28, 2010


Index



Balance Sheets as of February 28, 2010 (Unaudited) and August 31, 2009

F-1


Unaudited Statements of Operations for the three  and six months ended February 28, 2010

and 2009 and from September 30, 2005 (Inception) to February 28, 2010

F-2


Unaudited Statements of Cash Flows for the three months ended February 28, 2010 and 2009 and from

September 30, 2005 (Inception) to February 28, 2010

F-3


Unaudited Notes to the Financial Statements

F-4









Mine Clearing Corp.

(A Development Stage Company)

Balance Sheets




February 28,

2010

$

August 31,

2009

$

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

136

4,750

Prepaid expenses

1,413

 

 

 

Total Current Assets

136

6,163

 

 

 

Equipment, Net

841

965

 

 

 

Total Assets

977

7,128

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

96,961

90,681

Accrued liabilities

10,915

9,830

Due to related parties

73,852

45,980

 

 

 

Total Current Liabilities

181,728

146,491

 

 

 

Shareholder Loan Payable

31,570

24,570

 

 

 

Total Liabilities

213,298

171,061

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

 

Common Stock, 200,000,000 shares authorized, $0.001 par value

59,446,200 shares issued and outstanding

59,446

59,446

 

 

 

Additional Paid-in Capital

372,311

369,313

 

 

 

Deficit Accumulated During the Development Stage

(644,078)

(592,692)

 

 

 

Total Stockholders’ Deficit

(212,321)

(163,933)

 

 

 

Total Liabilities and Stockholders’ Deficit

977

7,128



(The Accompanying Notes are an Integral Part of These Financial Statements)


F-1




Mine Clearing Corp.

(A Development Stage Company)

Statements of Operations

(Unaudited)



 

Accumulated

From

September 30, 2005

For the

Three Months

For the

Three Months

For the

Six Months

For the

Six Months

 

(Date of Inception)

Ended

Ended

Ended

Ended

 

to February 28,

February 28,

February 28,

February 28,

February 28,

 

2010

2010

2009

2010

2009

 

$

$

$

$

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 


 



 

 


 



Expenses

 


 



 






General and administrative

346,418

19,458

46,055

38,344

134,860

Amortization

391

62

124

246

Research and development costs

98,000

98,000

Professional fees

174,351

5,208

24,258

10,718

65,178

Imputed Interest Expense

3,618

836

 

1,497

 

Interest Expense

703

371

703

 

 

 

 

 

 

Total Expenses

623,481

25,935

70,313

51,386

298,284

 

 

 

 

 

 

Net Loss Before Discontinued Operations

(623,481)

(25,935)

(70,313)

(51,386)

(298,284)

 

 

 

 

 

 

Discontinued operations

(20,597)

 

 

 

 

 

 

Net Loss

(644,078)

(25,935)

(70,313)

(51,386)

(294,284)

 

 

 

 

 

 

Net Loss Per Share – Basic and Diluted

 

 

 

 

 

Continuing Operations

 

(0.01)

Discontinued Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding  

 

59,446,000

59,446,000

59,446,000

59,446,000

 

 

 

 

 

 











(The Accompanying Notes are an Integral Part of These Financial Statements)


F-2




Mine Clearing Corp.

 (A Development Stage Company)

Statements of Cash Flows

(Unaudited)



 

Accumulated

From

September 30, 2005

(Date of Inception)

to February 28,

2010

For the

Six Months

Ended

February 28,

2010

For the

Six Months

Ended

February 28,

2009

 

$

$

$

 

 

 

 

 

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss

(644,078)

(51,386)

(298,284)

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Donated services and rent

28,500

1,500

Impairment of mineral property

9,957

Amortization

391

124

246

Imputed interest

3,618

1,497

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

137,166

37,366

24,514

Prepaid expenses

1,413

210

 

 

 

 

Net Cash Used in Operating Activities

(464,446)

(9,486)

(273,314)

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Mineral property acquisition costs

(9,547)

Equipment acquisition

(1,232)

Net Cash Used in Investing Activities

(10,779)

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Net proceeds from shareholder loans payable and advances

75,011

4,872

17,808

Proceeds from the issuance of common stock

400,350

 

 

 

 

Net Cash Provided by Financing Activities

475,361

4,872

17,808

 

 

 

 

Increase (Decrease) In Cash

136

(4,614)

(255,506)

 

 

 

 

Cash - Beginning of Period

4,750

269,625

 

 

 

 

Cash - End of Period

136

136

14,119

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

Interest paid

Income tax paid

Accrued Management Fees

 30,000

30,000

 

 


 




(The Accompanying Notes are an Integral Part of These Financial Statements)


F-3



Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

February 28, 2010

(Unaudited)


 

 

 

 

 

 

 

 



1.

Development Stage Company

Peak Resources Incorporated (the “Company”) was incorporated in the State of Nevada on September 30, 2005. On August 18, 2008, the Company changed its name to Mine Clearing Corp. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s former principal business was the acquisition and exploration of mineral resource properties. During the fourth quarter of 2008, the Company changed its principal business and entered into licensing agreements for the rights to certain intellectual properties in the landmine scanning, detection, mapping and removal services. Refer to Note 7.



2.

Going Concern

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at February 28, 2010, the Company has accumulated losses of $644,078 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to t he recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



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 US dollars. The Company’s fiscal year-end is August 31.

b)

Interim Financial Statements

These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended August 31, 2009, included in the Company’s Annual Report on Form 10K-A filed March 8, 2010 with the SEC.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at February 28, 2010, and the results of its operations and cash flows for the three and six month periods ended February 28, 2010 and 2009. The results of operations for the period ended February 28, 2010 are not necessarily indicative of the results to be expected for future quarters or the full year.

c)

Use of Estimates

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







Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

February 28, 2010

(Unaudited)


 

 

 

 

 

 

 

 



3.

Summary of Significant Accounting Policies (continued)

d)

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

e)

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at February 28, 2010 and 2009, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

f)

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.

g)

Research and Development Costs

Pursuant to ASC 730, Research and Development, the Company expenses all research and development costs as incurred.

h)

Property and Equipment

Property and equipment is recorded at cost and is amortized on a straight-line basis over 5 years.

i)

Long-Lived Assets

In accordance with ASC 360, Property Plant and Equipment, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

j)

Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts owed to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

The Company’s operations are in Canada and the United States, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.







Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

February 28, 2010

(Unaudited)


 

 

 

 

 

 

 

 



3.

Summary of Significant Accounting Policies (continued)

k)

Discontinued Operations

Certain amounts have been reclassified to present the Company’s discontinuance of its mineral exploration operations, as discontinued operations. Unless otherwise indicated, information presented in the notes to the financial statements relates only to the Company’s continuing operations.

l)

Income Taxes

The Company has adopted ASC 740 Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

m)

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

n)

Recently Issued Accounting Pronouncements

In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009.  The adoption of ASC 855 did not have a material effect on the Company’s financial statements. Refer to Note 8.

In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place.  The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.

In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s financial statements.

In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the es timated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.







Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

February 28, 2010

(Unaudited)


 

 

 

 

 

 

 

 



3.

Summary of Significant Accounting Policies (continued)

n)

Recently Issued Accounting Pronouncements (continued)

In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements. This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards. Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement. This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


4.

Property and Equipment


 

 

 

 

February 28,

August 31,

 

 

 

 

2010

2009

 

 

Cost

Accumulated Amortization

Net Book

Value

Net Book

Value

 

 

$

$

$

$

 

 

 

 

 

 

Equipment

 

1,232

391

841

965

 

 

 

 

 

 

 

 

 

 

 

 


5.

Related Party Transactions

a)

During the six month period ended February 28, 2010, the Company recognized a total of $1,500 (February 28, 2009 - $nil) for rent at $250 per month provided by the President of the Company.

b)

At February 28, 2010, the Company is indebted to a director of the Company for $73,852 (August 31, 2009 - $45,980), representing expenditures paid on behalf of the Company and management services. This amount is unsecured, non-interest bearing, due on demand and has no specific terms of repayment. During the period ended February 28, 2010, imputed interest of $1,497 (February 28, 2009 - $nil) was calculated and has been recorded as additional paid-in capital.



6.

Loan Payable

a)

On June 11, 2009, the Company signed a loan agreement to receive $6,570 from a shareholder of the Company to be used for general working capital.  The loan is unsecured and non-interest bearing for a term of three years.  During the period ended February 28, 2010, imputed interest of $82 (November 30, 2008 – $nil) has been accrued at February 28, 2010.

b)

On December 15, 2008, the Company signed a loan agreement to receive $18,000 from a shareholder of the Company to be used for general working capital.  The loan agreement was amended on May 1, 2009, to increase the term of the loan from one year to three years. On November 24, 2009, the Company signed an additional loan agreement to receive an additional $4,000 to be used for general working capital.  On February 28, 2010, the Company signed an additional loan agreement to receive an additional $3,000 to be used for general working capital.  These loans are unsecured, non-interest bearing and have a term of three years.  During the six month period ended February 28, 2010, imputed interest of $538 (February 28, 2009 – $nil) has been accrued.



7.

Commitments

a)

On August 1, 2008, the Company entered into a management agreement with the President of the Company to provide management services. Under the terms of the agreement, the Company agreed to pay $5,000 per month for an initial term of 24 months.








Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

February 28, 2010

(Unaudited)


 

 

 

 

 

 

 

 



b)

On August 7, 2008, the Company entered into a Development and Consultancy Support Services Agreement (“Services Agreement”) with Roke Manor Research Limited (the “Licensor”) to develop proprietary technology and products and provide consulting support in the field of landmine scanning, detection, mapping and removal.

Under the terms of Services Agreement the Company will pay for the Licensor to complete a three stage research and development program.

i.

Phase 1 is the System Analysis and Design Phase. The cost to complete this phase is approximately $359,500 (£215,000). The Company will be required to deliver an initial payment of $98,000 (£53,750) (paid to Roke by the Company in September 2008), followed by 3 sequential monthly payments of $157,000 (£96,750), $87,000 (£53,750) and $17,500 (£10,750).

ii.

Phase 2 is the Ground Based Demonstrators Phase. This phase is expected to cost approximately $664,000 to $810,000 (£410,000 to £500,000).

iii.

Phase 3 is the Unmanned Aeronautical Vehicle Integration Phase. This phase is expected to cost approximately $251,000 to $324,000 (£155,000 to £200,000).


On December 2, 2009 the Company was informed by Roke Manor that they were terminating the licensing agreements for their patented sensors. Roke has informed the Company that “in the event MCC’s funding situation was to improve in the near future, Roke would be prepared to enter into discussions with MCC for continuation of the development programme and agreement on a new licence arrangement. Roke is prepared for the consulting services agreement to remain in effect until it automatically terminates on July 29, 2010, unless otherwise extended by mutual agreement.”

c)

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Cold Sky technology”) to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Cold Sky technology. The consideration for the license to use the Cold Sky technology is an upfront fee of £125,000 (US$202,500), which shall be payable upon completion of Phase 3 of the Services Agreement (Refer to Note 7(c)) and thereafter a royalty of £1,000 (US$1,600) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is  63;250,000 (US$405,000) over a ten year period commencing upon completion of the Services Agreement. On December 2, 2009, the license agreement was terminated.

d)

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Fig8 technology”) in order to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Fig8 technology. The consideration for the license to use the Fig8 technology is an upfront fee of £125,000 (US$202,500), which shall be payable upon completion of the final phase of the Services Agreement and thereafter a royalty of £125 (US$200) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is £250,000 (US$405,0 00) over a ten year period commencing upon completion of the Services Agreement. On December 2, 2009, the license agreement was terminated.

e)

On August 15, 2008, the Company entered into a management agreement with a contractor to provide management services. Under the terms of the agreement, the Company agreed to pay $2,500 per month for an initial term of 24 months.  For the six months ending February 28, 2010, both parties agreed to waive the management fees that would have been recorded for the period from September 2009 to February 2010.

f)

On August 27, 2008, the Company entered into a contract with an investor relations firm. In consideration for investor relations services, the Company will pay the firm 3% for all venture investments. The Company will also pay EUR 2,000 (US$2,500) per month for three months commencing September 1, 2008. The agreement can be revoked by either party at any time during the six month period, however, introductions made by the investor relations firm that lead to financing will be honored for a period of one year. For all introductions, the maximum finder’s fee payable is 10% (inclusive of the 3% fee). On December 1, 2009, this agreement was terminated.







Mine Clearing Corp.

(A Development Stage Company)

Notes to the Financial Statements

February 28, 2010

(Unaudited)


 

 

 

 

 

 

 

 



7.

Commitments (continued)

g)

On October 17, 2008, the Company signed a memorandum of understanding with a bank to advise the Company in its private placement of new shares with European institutional investors.  In consideration for these services the Company has agreed to pay for all expenses, fees and any other costs incurred in connection with the Private Placement, 10% of the gross proceeds of the Private Placement, and EUR 15,000 for work provided during the Due Diligence.   On December 1, 2009, this agreement was terminated.

h)

On November 18, 2008, the Company entered into a management agreement with a consultant to provide management services.  Under the terms of the agreement, the Company agreed to pay $2,500 per month for an initial term of 24 months.  For the three months ending November 30, 2009, both parties agreed to waive the management fees that would have been recorded for the period from September 2009 to February 2010.



8.

Subsequent Events


In accordance with ASC Topic 855, Subsequent Events – Overall, the Company evaluated subsequent events through April 14, 2010, the date of issuance of the financial statements. During this period the Company did not have any material recognizable subsequent events, except as disclosed below.


a)

On April 7,8 and 9 2010 the Company received three shareholder loans for $1,650, $3,900 and $1,500 respectively.








Form 10-Q – Q2               Mine Clearing Corp.                                                               13

 



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operation.


THE FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF MINE CLEARING CORP. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.


Forward-Looking Statements


Some of the information in this quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Private Securities Litigation Reform Act of 1995.  All statements other than statements of historical facts included in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives for future operations, are forward-looking statements.  These statements express, or are based on, our expectations about future events.  Forward-looking statements give our current expectations or forecasts of future events.  Forward-looking statements generally can be identified by the use of forward looking terminology such as “may,” “will,” “expect,” “intend,” “project,” “estimate, 48; “anticipate,” “believe” or “continue” or the negative thereof or similar terminology.


Although any forward-looking statements contained in this Form 10-Q or otherwise expressed by or on behalf of us are, to our knowledge and judgment, believed to be reasonable, there can be no assurances that any of these expectations will prove correct or that any of the actions that are planned will be taken.  Forward-looking statements involve and can be affected by inaccurate assumptions or by known and unknown risks and uncertainties which may cause our actual performance and financial results in future periods to differ materially from any projection, estimate or forecasted result. Important factors that could cause actual results to differ materially from expected results include those discussed under the caption “Risk Factors” in our annual report on Form 10-K for the year ended August 31, 2008 and filed on December 2, 2008.  Any of these factors could cause our actual results to differ materially from the results implied by these or any other forward-looking statements made by us or on our behalf.  We cannot assure you that our future results will meet our expectations.  When you consider these forward-looking statements, you should keep in mind these factors.  All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these factors.  Our forward-looking statements speak only as of the date made.  We assume no duty to update or revise its forward-looking statements based on changes in internal estimates or expectations or otherwise.


Overview


Mine Clearing Corp. (“MCC”) is developing an advanced technology solution to locating, mapping and removing landmines. Our solution is based on two patented sensors that we will acquire from our technology provider, Roke Manor Research Ltd. (“Roke”) that will be further developed by Roke, for our specific demining solution. The resulting technology product will be an integrated stand-alone scanning, locating and mapping system that will utilize Unmanned Aerial Vehicles, GPS mapping software and specialized training of resident personnel of client countries. MCC expects that the system will be substantially faster, more efficient and safer than existing approaches to the dangerous process of landmine detection and removal.


Roke, a subsidiary of Siemens AG, are our strategic technology providers and the sensor technology they have developed represents the foundation of our technology solution. Roke is owned by Siemens and based in Romsey, Hampshire, UK is an innovative solutions provider and contract R&D specialist. They have pioneered developments in electronic sensors, networks and communications technology, providing products and services to Siemens businesses, government departments, and commercial customers.


MCC had licensed two proprietary sensors for the exclusive use of landmine detection from Roke via two licensing agreements entered into on August 7, 2008. Due to MCC’s inability to raise funds to develop the technology Roke Manor terminated the two licensing agreements for the patented sensors on December 2, 2009.  MCC still has a Services Agreement in place with Roke until July 29, 2010.  Under the Services Agreement Roke would continue to assist MCC in the development of a technology solution for detecting landmines. Furthermore, Roke confirms that should our financial situation improve they are prepared to enter into discussions for new license agreements for the patented sensors.


Plan of Operation


MCC intends to complete a number of key objectives over the course of the next 12 – 18 months that will result in achieving its goal of becoming a technology and service company in the landmine detection and removal sector.


The most important objectives to achieve are the following:


·

Complete a financing of between $3 million to meet our development and commercialization funding needs for the next 12 months. This includes approximately $1.5 million for technology product development, approximately $1.4







Form 10-Q – Q2               Mine Clearing Corp.                                                               14

 



million for general and administration (including business development) and approximately $1.5 million in capital costs to deploy our first commercial unit

·

Renegotiate a licensing agreement with Roke Manor on similar terms to the agreement that was in place prior to December 2, 2009 whereby the Company would develop the technology based on Roke’s two patented sensor devices.

·

Develop a working model stand alone system that will conduct high level scans and low level detection of landmines on a variety of landmine contamination terrains. A series of demonstrations to key decision makers and centers of influence will be carried out as soon as the prototype systems are available.

·

Develop and market a business model that is based on complex technology but that delivers direct and significant benefits. Our complex system will scan, detect, and map the location of buried landmines. Retired military personnel and civilians, including mine survivors, will provide the bulk of our human resource needs. Our commitment to our clients will even go as far as the establishment of product assembly sites, Centers of Excellence and regional training centers.

·

Achieve certification with the United Nations for mine removal.

·

Secure letters of intent, followed by firm contracts with both nation states and private companies seeking to de-contaminate targeted parcels of land.

·

Build a global organization that can implement an aggressive business model that will gain the confidence and business of nation states that will benefit from both a humanitarian and economic development perspective by employing MCC


The key milestones and achievement dates are outlined in the following table:


MCC’S DEVELOPMENT MILESTONES


Milestone

Details

Achievement Date

Raise $3 million1

Required to fund R&D, corporate and business development

May 2010

Renegotiate and reacquire technology agreement with Roke Manor2

Patented sensors to form core of technology solution

May 2010

Additional board member additions

International board members added for business development and future fund raising

May 2010

Roke Phase 1 completed

System analysis and design phase

June/July 2010

Letters of Understanding

Client countries secure initial position for demonstrations.

July 2010

Roke Phase 2 completed

Ground based demonstrators completed including landmine location and mapping function

October 2010

Letters of Intent signed with initial client countries

Countries having viewed functionality of phase 2 will be requested to sign LOIs to ensure they are positioned to be first client countries.

October2010

Roke Phase 3 completed

UAV integration and testing. Final prototype demonstrated.

March 2011

Note 1 – MCC has no definitive arrangements for any future financing
Note 2 – MCC has no guarantee that it will be able to reacquire the technology licenses from Roke Manor.


MCC’s technology is complex but our development model is not. We intend on building the best in class solution to the global demining problem. We will market our solution to nation states that will benefit from mine removal and economic development benefits inherent in adopting our system.


We understand that while the resulting technology is critical, building a better mousetrap isn’t the only key to success. We have to develop the contacts and relationships to ensure we can market our systems successfully.


Initially our marketing efforts will demonstrate that the sensors can scan for and detect buried landmines. The next demonstrations will show potential clients an integrated system with scanning, detecting and mapping features. Finally, we will integrate it all onto an airborne delivery system that will quickly scan terrain and deliver less expensive, faster and safer land mine removal. These successive steps will lead to formal commitments and to contracts for work programs. This is the core of the market development plan.












Form 10-Q – Q2               Mine Clearing Corp.                                                               15

 



Risk Factors


An investment in MCC’s common stock involves a number of very significant risks.  Prospective investors should refer to all the risk factors disclosed in MCC’s Form 10-K filed on December 4, 2009.


Results of Operation for the Period Ended February 28, 2010


MCC has had no operating revenues since its inception on September 30, 2005, through to February 28, 2010.  MCC’s activities have been financed from the proceeds of share subscriptions and from shareholder loans.  From MCC’s inception on September 30, 2005 to February 28, 2010 MCC raised a total of approximately $400,000 from private placements of its common stock and $27,570 from shareholder loans.


For the period from inception on September 30, 2005, to February 28, 2010, MCC incurred total expenses of $623,481.  These expenses included $174,351 in professional fees, $98,000 in research and development costs, $346,418 in general and administrative expenses, $391 in amortization expenses and $20,597 in expenses due to discontinued operations (mineral property costs).  MCC’s general and administrative expenses include donated management services, donated rent, office maintenance, bank charges, travel, communication expenses, courier, postage costs, and office supplies.  MCC’s professional fees consist of legal, consulting, management fees, accounting and auditing fees.  


For the six month period ended February 28, 2010, MCC incurred total expenses of $51,386.  These expenses included $10,718 in professional fees and $38,344 in general and administrative expenses.  MCC’s general and administrative expenses mainly include donated management services, donated rent, office maintenance, bank charges, travel, communication expenses, courier, postage costs, and office supplies.  MCC’s professional fees consist of management fees, accounting and auditing fees.  


For the six month period ended February 28, 2009,  MCC incurred total expenses of $298,284.  These expenses included $65,178 in professional fees and $134,860 in general and administrative expenses. Peak’s general and administrative expenses included NIL for donated rent, which were provided by its President.


Liquidity and Capital Resources


As at February 28, 2010, MCC had a cash balance of $136 and had working capital deficit of ($181,592).  MCC’s accumulated deficit was $644,078 as at February 28, 2010.  MCC’s net loss of $644,078 from September 30, 2005 (date of inception) to February 28, 2010 was mostly funded by its equity financing.  From September 30, 2005 (date of inception) to February 28, 2010, MCC raised $400,350 in equity financing and $27,570 in debt financing.  The net increase in cash from September 30, 2005 (date of inception) to February 28, 2010 was $136.

On August 7, 2008, the Company entered into a Development and Consultancy Support Services Agreement (“Services Agreement”) with Roke Manor Research Limited (the “Licensor”) to develop proprietary technology and products and provide consulting support in the field of landmine scanning, detection, mapping and removal.

Under the terms of Services Agreement the Company will pay for the Licensor to complete a three stage research and development program.

i.

Phase 1 is the System Analysis and Design Phase. The cost to complete this phase is approximately $359,500 (£215,000). The Company will be required to deliver an initial payment of $98,000 (£53,750) (paid to Roke in September 2008), followed by 3 sequential monthly payments of $157,000 (£96,750), $87,000 (£53,750) and $17,500 (£10,750).

ii.

Phase 2 is the Ground Based Demonstrators Phase. This phase is expected to cost approximately $664,000 to $810,000 (£410,000 to £500,000).

iii.

Phase 3 is the Unmanned Aeronautical Vehicle Integration Phase. This phase is expected to cost approximately $251,000 to $324,000 (£155,000 to £200,000).

On August 7, 2008, the Company entered into a Technology Exploitation Agreement with the Licensor to acquire a non-transferable license to utilize certain sensor intellectual property (“Cold Sky technology”) to develop, manufacture, use and sell any anomaly or metal detector product or products developed by the Company using the Cold Sky technology. The consideration for the license to use the Cold Sky technology is an upfront fee of £125,000 GBP (US$243,000), which shall be payable upon completion of Phase 3 of the Services Agreement (Refer to Note 5(c)) and thereafter a royalty of £1,000 GBP (US$1,900) for each product deployed by the Company, including sales of the product designed by the Company for integration into systems manufactured by third parties or suppliers of spare or replacement parts. The maximum royalty limit the Company shall be required to pay is £250,000 GBP (U S$486,000) over a ten year period commencing upon completion of the Services Agreement.


On December 2, 2009 the Company was informed by Roke Manor that due to the Company’s inability to raise funds to fund the technology development they were terminating the licensing agreements for their patented sensors. Roke has informed the Company that “in the event MCC’s funding situation was to improve in the near future, Roke would be







Form 10-Q – Q2               Mine Clearing Corp.                                                               16

 



prepared to enter into discussions with MCC for continuation of the development programme and agreement on a new licence arrangement. Roke is prepared for the consulting services agreement to remain in effect until it automatically terminates on July 29, 2010, unless otherwise extended by mutual agreement.”


Funding for the obligations to Roke Manor Research to reacquire the technology licences, complete the research and development program and pay the upfront licensing fees will be financed through sales of MCC’s common stock. There are no assurances that MCC will be able to achieve further sales of its common stock or any other form of additional financing.  If MCC is unable to achieve the financing necessary to continue its plan of operations, then MCC will not be able to execute its business plan of developing a demining technology solution and its business will fail.


Management intends to raise the balance of MCC’s cash requirements of $3 million for the next 12 months from private placements, shareholder loans or possibly a registered public offering (either self-underwritten or through a broker-dealer) within the next few months.  If MCC is unsuccessful in raising enough money through future capital raising efforts, MCC may review other financing possibilities such as bank loans.  At this time MCC does not have any commitments from any broker-dealer to provide MCC with financing.


Net Cash Used in Operating Activities


For the six month period ended February 28, 2010, net cash used in operating activities totalled $ 39,486 compared with $273,314 for the previous fiscal period.  


As at February 28, 2010, MCC had a cash balance of $136 and had working capital deficit of ($181,592).  During the six month period ended February 28, 2010, MCC used $39,486 in cash for operating activities.  This was primarily a result of an operating loss of $51,386, offset by non-cash items for amortization of $124, and a net increase in accounts payable and accrued liabilities of $7,366.  During the six month period ended February 28, 2010, MCC paid $nil towards accounts payable.  There were also changes in prepaid expenses and due to related parties resulting in a net use of cash of ($1,413).


Net Cash Used in Investing Activities


Net cash provided by investing activities was $nil for the six month period ended February 28, 2010 as compared with $nil of cash used for the previous  year.


MCC used net cash of $0 in investing activities during the six month period ended February 28, 2010.  


For the six month period ended February 28, 2010, MCC’s monthly cash requirement was approximately $6,581 in operating activities and approximately $0 in investing activities.  Management anticipates that after February 2010 if MCC intends to execute its business plan its monthly expenses will increase to $233,000 for technology and product development plus general and administration (including business development). This includes an average of $43,000 for human resources and staffing, an average of $127,000 for research and development, $30,000 for business development including travel costs, and $33,000 for public company, legal, accounting, marketing and office costs.  During the last quarter of the upcoming fiscal year it will require the majority of its $1.4 million budget for capital expenditures to build and deploy its first commercial unit.  


Net Cash Used in Financing Activities


Net cash provided by financing activities was $34,872 for the six month period ended February 28, 2010 as compared with financing of $17,808 for the previous fiscal year from the issuance of debt.


Off-balance Sheet Arrangements


MCC has not engaged in any off-balance sheet arrangements.


Tabular Disclosure of Contractual Obligations


MCC is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.


Forward Looking Statements


The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements involve risks and uncertainties, including statements regarding MCC’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of







Form 10-Q – Q2               Mine Clearing Corp.                                                               17

 



such terms or other comparable terminology.  Actual events or results may differ materially.  In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports MCC files with the Securities and Exchange Commission.  These factors may cause MCC’s actual results to differ materially from any forward-looking statement.  MCC disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.  The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk.


MCC is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.  


Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act (defined below)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.


 Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to 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, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presente d.


 Changes in Internal Control over Financial Reporting


 In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended February 28, 2010 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.



PART II – OTHER INFORMATION


Item 1.  Legal Proceedings.


MCC is not a party to any legal proceedings and, to the best of MCC’s knowledge, none of MCC’s property or assets are the subject of any pending legal proceedings.


Item 1A.  Risk Factors.


MCC is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.  


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.


During the quarter of the fiscal year covered by this report, (i) MCC did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) MCC did not sell any unregistered equity securities.











Form 10-Q – Q2               Mine Clearing Corp.                                                               18

 




Item 3.  Defaults Upon Senior Securities.


During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of MCC.  Also, during this quarter, no material arrearage in the payment of dividends has occurred.


Item 4.  Submission of Matters to a Vote of Security Holders.


No matter was submitted to a vote of security holders through the solicitation of proxies or otherwise, during the quarter of the fiscal year covered by this report.


Item 5.  Other Information.


During the quarter of the fiscal year covered by this report, MCC reported all information that was required to be disclosed in a report on Form 8-K.


MCC has adopted a new code of ethics that applies to all its executive officers and employees, including its CEO and CFO.  See Exhibit 14 – Code of Ethics for more information.  MCC undertakes to provide any person with a copy of its financial code of ethics free of charge.  Please contact Larry Olson at 250-490-3378 to request a copy of MCC’s code of ethics.  Management believes MCC’s code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.








Form 10-Q – Q2               Mine Clearing Corp.                                                               19

 



Item 6.  Exhibits


(a)

Index to and Description of Exhibits


All Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to MCC’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-52944 and SEC File Number 333-135743.


Exhibit

Description

Status

3.1

Articles of Incorporation filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.

Filed

3.2

By-Laws filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.

Filed

3.3

Certificate of Amendment dated September 8, 2008, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on September 11, 2008, and incorporated herein by reference.

Filed

10.1

Kalamalka property agreement dated September 18, 2006 between Peak Resources Incorporated and Bearclaw Capital Corp., filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.

Filed

10.2

Kalamalka property option agreement addendum #1 dated December 30, 2006 between Bearclaw Capital Corp. and Peak Resources Incorporated, filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.

Filed

10.4

Kalamalka property trust agreement dated September 19, 2006, filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.

Filed

10.5

Kalamalka property option agreement addendum #2 dated March 29, 2007 between Bearclaw Capital Corp. and Peak Resources Incorporated, filed as an exhibit to MCC’s registration statement on Form SB-2 filed on April 6, 2007, and incorporated herein by reference.

Filed

10.6

Development and Consultancy Support Services Agreement dated July 29, 2008 (effective August 7, 2008) between Roke Manor Research Limited and Peak Resources Incorporated, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 14, 2008, and incorporated herein by reference.

Filed

10.7

Technology Exploitation Agreement (Cold Sky) dated July 29, 2008 (effective August 7, 2008), 2008 between Roke Manor Research Limited and Peak Resources Incorporated, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 14, 2008, and incorporated herein by reference.

Filed

10.8

Technology Exploitation Agreement (Fig8) dated July 29, 2008 (effective August 7, 2008), 2008 between Roke Manor Research Limited and Peak Resources Incorporated, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 14, 2008, and incorporated herein by reference.

Filed

10.9

Management Agreement dated August 1, 2008 between Peak Resources Incorporated and Larry J. Olson, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 25, 2008, and incorporated herein by reference.

Filed

10.10

Management Agreement dated August 1, 2008 between Peak Resources Incorporated and Robert Williams, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 25, 2008, and incorporated herein by reference.

Filed

10.11

Management Agreement dated August 1, 2008 between Peak Resources Incorporated and Pierre Zakarauskas, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on August 25, 2008, and incorporated herein by reference.

Filed

10.12

Management Agreement dated September 9, 2008 between Mine Clearing Corp. and Dr. Faysal Abdelgadir Mohamed, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on September 16, 2008, and incorporated herein by reference.

Filed

10.13



Management Agreement dated November 18, 2008 between Mine Clearing Corp. and Mr. Al Carruthers, filed as an exhibit to MCC’s Form 8-K (Current Report) filed on November 24, 2008, and incorporated herein by reference.

Filed

4.01

Notice of Changes in Registrant’s Certifying Accountant dated February 12, 2009 whereby Manning Elliott Chartered Accountants were terminated and M&K CPAS, PLLC of Houston, Texas were appointed – filed on February 13, 2009.

FIled

16.1

Letter of Manning Elliott Chartered Accountants to the Securities and Exchange Commission dated February 20, 2009 (the former accountants). Filed February 23, 2009.

Filed

99.1

Press release announcing MCC accepting the immediate resignation of Dr. Faysal Mohamed in the position of Executive Director – International Business Development. Filed March 3, 2009.

Filed

14

Financial Code of Ethics filed as an exhibit to MCC’s Form SB-2 filed on April 6, 2007, and incorporated herein by reference.

Filed

31

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Included

32

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Included





SIGNATURES



In accordance with the requirements of the Securities Exchange Act of 1934, Mine Clearing Corp. has caused this report to be signed on its behalf by the undersigned duly authorized person.



MINE CLEARING CORP.




/s/ Larry Olson

Dated:

April 14, 2010

 By:  

Name:  Larry Olson

Title:

 Director, President, CEO, and CFO

(Principal Executive Officer and

Principal Financial Officer)







EX-31 2 exhibit31.htm EXHIBIT 31 U

EXHIBIT 31




MINE CLEARING CORP.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Larry Olson, certify that:

1.   I have reviewed this quarterly report on Form 10-Q for the quarter ending February 28, 2010 of Mine Clearing Corp.;

2.  Based on my knowledge, this quarterly 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. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the 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


(d) 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.  The registrant’s other certifying officers and I have disclosed, based on our 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:  April 14, 2010

/s/ Larry Olson

Larry Olson
Chief Executive Officer





EXHIBIT 31




MINE CLEARING CORP.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Larry Olson, certify that:

1.   I have reviewed this quarterly report on Form 10-Q for the quarter ending February 28, 2010 of Mine Clearing Corp.;

2.  Based on my knowledge, this quarterly 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. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the 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

(d) 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.  The registrant’s other certifying officers and I have disclosed, based on our 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:  April 14, 2010

/s/ Larry Olson

Larry Olson
Chief Financial Officer






EX-32 3 exhibit32.htm EXHIBIT 32 U


EXHIBIT 32





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 Quarterly Report of Mine Clearing Corp. (the “Company”) on Form 10-Q for the period ending February 28, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Larry Olson, President, Chief Executive Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



/s/Larry Olson

Larry Olson
Chief Executive Officer
April 14, 2010




EXHIBIT 32





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 Quarterly Report of Mine Clearing Corp. (the “Company”) on Form 10-Q for the period ending February 28, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Larry Olson, Chief Financial Officer of the Company and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §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 the Report fairly represents, the financial condition and results of operations of the Company.



/s/ Larry Olson

Larry Olson
Chief Financial Officer
April 14, 2010









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