0001610680-15-000023.txt : 20151007 0001610680-15-000023.hdr.sgml : 20151007 20151006202929 ACCESSION NUMBER: 0001610680-15-000023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150630 FILED AS OF DATE: 20151007 DATE AS OF CHANGE: 20151006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sierra Madre Mining CENTRAL INDEX KEY: 0001620908 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 471807657 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-199780 FILM NUMBER: 151147586 BUSINESS ADDRESS: STREET 1: 18444 N 25TH AVE. STREET 2: SUITE #420?711 CITY: PHOENIX STATE: AZ ZIP: 85023 BUSINESS PHONE: 5125748331 MAIL ADDRESS: STREET 1: 18444 N 25TH AVE. STREET 2: SUITE #420?711 CITY: PHOENIX STATE: AZ ZIP: 85023 10-Q 1 smmjune10q.htm smmjune10q.htm - Generated by SEC Publisher for SEC Filing  


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

 

 

 

OR

 

 

[   ]

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

 

Commission File Number:   333-199780

SIERRA MADRE MINING, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation or organization)

 

18444 N 25th Ave. Suite #420–711, Phoenix, AZ 85023

 (Address of principal executive offices, including zip code)

 

480-658-3822

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   YES [   ]     NO [X]

 

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

 

 

Large Accelerated Filer

[   ]

 

Accelerated Filer

[   ]

 

Non-accelerated Filer

[   ]

 

Smaller Reporting Company

[X]

 

(Do not check if smaller reporting company)

 

 

 

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  Class A shares: 5,000,000, Class B shares: 122,300,000, total shares outstanding: 127,300,000 as of 6/30/15

 

 

SIERRA MADRE MINING, INC.

 

TABLE OF CONTENTS

1

 


 
 

 

 

 

Page No.

 

 

 

 

Part I. - Financial Information

 

 

 

 

Item 1.

Financial Statements.

 

 

 

 

 

Balance Sheets June 30, 2015 (unaudited) and December 31, 2014 (audited)

F-1

 

 

 

 

Statement of Operations for the three and six months ended June 30, 2015 and June 30, 2014

F-2

 

 

 

 

Statement of Cash Flows for the  six  months ended June 30, 2015 and June 30, 2014

F-3

 

 

 

 

Statement of Shareholders Equity for the period ended June 30, 2015

F-4

 

 

 

 

Notes to Unaudited Financial Statements

F-5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

12

 

 

 

Item 3.

Quantitative and Qualitative Disclosure about Market Risk.

14

 

 

 

Item 4.

Controls and Procedures.

15

 

 

 

 

 

 

 

Part II. - Other Information

 

 

 

 

Item 1A.

Risk Factors.

15

 

 

 

 Item 2.

Use of Proceeds.

15

  

 

 

 Item 6.

Exhibits.

15

 

 

 

 Signatures

17

 

 

Exhibit Index

18

 

Table of Contents

 

 

 

2

 


 
 

PART I. FINANCIAL INFORMATION

 

ITEM 1.              FINANCIAL STATEMENTS.

 

 

 

                 

SIERRA MADRE MINING, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEET

                 
 

June 30, 2015

 

December 31, 2014

       

(Audited)

 

(Audited)

Assets

Current assets

           
 

Cash and cash equivalents

 $

0

 

 $

0

 

 

Total Current assets

 

0

 

 

0

                 

 

Property, Plant and Equipment(Net)

 

25,000

 

 

25,000

 

Mining Claims

 

 

25,000

 

 

25,000

 

 

 

 

 

 

 

 

 

 

Total Assets

 

 $

50,000

 

 $

50,000

 

 

 

 

 

 

 

 

 

Liabilities and Equity(Deficit)

Current liabilities

 

 

 

 

 

 

 

Accrued Expenses

$

7,561

 

$

7,561

 

Related Party Notes Payavble

 

12,379

 

 

12,205

   

Total Current Liabilities

 

19,940

   

19,766

 

 

 

 

 

 

 

 

 

Commitments and Contingencies - Note 7

         

SIERRA MADRE MINING, INC. Shareholder's Deficit

 

 

 

 

 

 

Common Stock, $0.000001 par value; 300,000,000,000 shares

         

 

authorized at 6/30/2015 and 12/31/2014  all classes

 

 

 

 

 

   

Class A Stock  5,000,000 and 5,000,000 issued and

         

 

 

outstanding  at 6/30/2015  and 12/31/2014

 

5

 

 

5

   

Class B Stock  122,300,000 and 122.300.000 issued and outstanding

     

 

 

at 6/30/2015  and 12/31/2014

 

122

 

 

122

 

Additional Paid in Capital

 

66,061

   

66,061

 

Accumulated deficit

 

(36,128)

 

 

(35,954)

   

Total Equity(Deficit)

 

30,060

 

 

(30,234)

 

Total liabilities and equity(Deficit)

 $

50,000

 

 $

50,000

                 

"The accompanying notes are an integral part of these financial statements"

 

 

   

SIERRA MADRE MINING, INC.

   
   

(AN EXPLORATION STAGE COMPANY)

   
   

STATEMENT OF OPERATIONS

   
         
 

Three Months Ended

Six Months Ended

 

June 30,

June 30,

 

2015

2014

2015

2014

Revenues

                    -  

                     -  

                   -  

                    -  

         

Cost of Sales

                    -  

                     -  

                   -  

                    -  

         

Gross Profit

                    -  

                     -  

                   -  

                    -  

         

Operating Expenses

                   87

              1,242

                174

             3,414

         

Net Income(Loss) from Operations

                (87)

            (1,242)

             (174)

           (3,414)

         

Other Income (Expense)

                    -  

                     -  

                   -  

                    -  

 

       

Net Income(Loss) Before

       

   Provision for Income Taxes

                (87)

            (1,242)

             (174)

           (3,414)

         

   Provision for income taxes

0

0

0

0

         

Net Income(Loss)

                (87)

            (1,242)

             (174)

           (3,414)

         

Basic and Diluted Loss Per Share

 $                -  

 $                  -  

 $                -  

 $                 -  

         

Weighted average number

       

    of shares outstanding

127,300,000

102,000,000

127,300,000

102,000,000

         

3

 


 
 

 

 

 

 

                 

SIERRA MADRE MINING, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF CASH FLOWS

 

(unaudited)

       
 

For the six months ended June 30, 2015

 

For the six    months ended June 30, 2014

 

 

           

 

Cash flows from operating activities:

   

 

       

 

Net income (loss)

$

(174)

 

$

(3,414)

 

 

 

 

 

 

 

`

 

 

             

 

 

 

 

 

 

0

 

 

Net cash used in operating activities

 

(174)

 

 

(3,414)

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

           

 

None

 

0

 

 

0

 

 

Net cash provided(used) by investing activities

 

0

 

 

0

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

           

 

Net proceeds from related party loans

 

174

 

 

3,414

 

 

Net cash provided(used) by financing activities

 

174

 

 

3,414

 

 

 

 

 

 

 

 

 

 

Increase in cash and equivalents

 

0

   

0

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

0

 

 

0

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

$

0

 

$

0

 

 

             

 

"The accompanying notes are an integral part of these financial statements"

     

4

 


 
 

 

 

 

 

 

 

SIERRA MADRE MINING, INC.

STATEMENT OF STOCKHOLDER'S EQUITY

(AN EXPLORATION STAGE COMPANY)

 

(Unaudited)

                                       
                                       
   

 Common Stock Class A

   

 Common Stock Class A

 

 Common Stock Class B

   

 Common Stock Class B

         

Accumulated

     
   

Shares

   

Amount

 

Shares

   

Amount

   

ACIP

   

Deficit

   

Total

                                       
                                       

Balances December 31, 2014

 

5,000,000

 

$

5

 

122,300,000

 

$

122

 

$

66,061

 

$

(35,954)

 

$

30,234

 

Net Income(loss) 1/1/2015 to  6/30/2015

 

0

 

 

0

 

0

 

 

0

 

 

0

 

 

(174)

 

 

(174)

                                       

Balances June 30, 2015

 

5,000,000

 

$

5

 

122,300,000

 

$

122

 

$

66,061

 

$

(36,128)

 

$

30,060

5

 


 
 

 

 

 

 

 

Note 1.     Organization, History and Business

 

Sierra Madre Mining, Inc. (“the Company”) was incorporated in Delaware on November 1, 2013. The Company has adopted a year end of December 31.

 

The Company is in the business of mining for precious metals. It is currently an exploration stage company as set forth in Securities and Exchange Commission (SEC) Industry Guide #7 and, accordingly, expenses all exploration costs until proven and probable reserves are established.

 

Note 2.     Summary of Significant Accounting Policies

  

Revenue Recognition

 

Revenue is derived from sales of products to distributors and consumers. Revenue is recognized in accordance with Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements,” as revised by SAB No. 104. As such, the Company recognizes revenue when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable, and collectability is probable. Sales are recorded net of sales discounts and terms are recorded by contract.

 

Accounts Receivable

 

Accounts receivable is reported at the customers’ outstanding balances, less any allowance for doubtful accounts.  Interest is not accrued on overdue accounts receivable.

 

Allowance for Doubtful Accounts

 

An allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses.  Management determines the adequacy of the allowance based on historical write-off percentages and information collected from individual customers.  Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired.

 

 

Stock Based Compensation

 

When applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”).  Stock-based payments to employees include grants of stock, grants of stock options and issuance of warrants that are recognized in the consolidated statement of operations based on their fair values at the date of grant.

 

The Company accounts for stock-based payments to non-employees in accordance with ASC 505-50, “Equity-Based Payments to Non-Employees.”  Stock-based payments to non-employees include grants of stock, grants of stock options and issuances of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award over the requisite service period as measured at its then-current fair value as of each financial reporting date.

 

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model.  The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest.  ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant.  The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period.  In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns.  The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

6

 


 
 

 

Loss per Share

 

The Company reports earnings (loss) per share in accordance with ASC Topic 260-10, "Earnings per Share." Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  Diluted earnings (loss) per share has not been presented since there are no dilutive securities.

 

Cash and Cash Equivalents

 

For purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments with maturities of three months or less.

 

Concentration of Credit Risk

 

The Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time to time exceed the federally-insured limit.

  

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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.  Actual results could differ from those estimates.

 

Business segments

 

ASC 280, “Segment Reporting” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company determined it has one operating segment as of December 31, 2014.

 

Income Taxes

 

The Company accounts for its income taxes under the provisions of ASC Topic 740, “Income Taxes.” The method of accounting for income taxes under ASC 740 is an asset and liability method. The asset and

 

Note 2.     Summary of Significant Accounting Policies (continued)

 

liability method requires the recognition of deferred tax liabilities and assets for the expected future tax

consequences of temporary differences between tax bases and financial reporting bases of other assets and liabilities.

 

 Recent Accounting Pronouncements

 

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.

 

Note 3.     Income Taxes

 

7

 


 
 

Deferred income tax assets and liabilities are computed annually for differences between financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

The effective tax rate on the net loss before income taxes differs from the U.S. statutory rate as follows:

 

         

6/30/2015

 

6/30/2014

 

                 

U.S statutory rate

       

34.00%

   

34.00%

Less valuation allowance

 

 

 

-34.00%

 

 

-34.00%

                   

Effective tax rate

 

 

 

 

0.00%

 

 

0.00%

 

The significant components of deferred tax assets and liabilities are as follows:

 

         

6/30/2015

 

6/30/2014

Deferred tax assets

               

 

 

 

 

 

 

 

 

 

 

Net operating losses

     

$

(174)

 

$

(3,414)

 

 

 

 

 

 

 

 

 

 

Deferred tax liability

               

 

 

 

 

 

 

 

 

 

 

Net deferred tax assets

     

(59)

   

(1,161)

Less valuation allowance

 

 

 

59

 

 

1,161

                   

Deferred tax asset - net valuation allowance

 

$

0

 

$

0

 

 

 

 

 Note 3.     Income Taxes (Continued)

 

On an interim basis, the Company has a net operating loss carryover of approximately $36,051 available to offset future income for income tax reporting purposes, which will expire in various years through 2032, if not previously utilized. However, the Company’s ability to use the carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382. The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, and “Accounting for Uncertainty in Income Taxes”. The Company had no material unrecognized income tax assets or liabilities as of March 31, 2015.

 

The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the period November 1, 2013(inception) through March 31, 2015, there were no income tax, or related interest and penalty items in the income statement, or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Arizona state jurisdiction.  We are not currently involved in any income tax examinations.

 

Note 4.   Related Party Transactions

 

Related Party Stock Issuances since Inception:

 

The following stock issuances were made to officers of the company as compensation for services:

 

On November 1, 2013 the Company issued 100,000,000 of its authorized common stock class A shares to Joseph Lacome in exchange for $100.

8

 


 
 

 

On November 1, 2013 the Company issued 10,000,000 of its authorized common stock class A shares to Michael Brown in exchange for $100.

 

Thomas Arkoosh, John Arkoosh and Keith S. Jay, and other members of Gold Basin Mining LLC & AJA Mining LLC, joint venture operators have received 15,000,000 of common stock class B shares for an ownership interest in the mining claims.

 

Additionally, the company currently has no cash account and has funded operations to this point through the issuance of common stock as well as short term loans from related parties. These loans are due on demand, carry a zero percent interest rate and the balance owed by the Company at June 30, 2015 was $12,292.

 

Note 5.   Stockholders’ Equity

 

Common Stock

 

The holders of the Company's common stock class A are entitled to one vote per share of common stock held. As of June 30, 2015 there were 5,000,000 shares issued and outstanding.

 

As of June 30, 2015 the Company had 122,300,000 shares of common stock class B which are nonvoting shares issued and outstanding.

 

Note 6.    Commitments and Contingencies 

 

Commitments:

 

The Company currently has no long term commitments as of our balance sheet date.

 

Contingencies:

 

None as of our balance sheet date.

 

Note 7 – Net Income(Loss) Per Share

 

The following table sets forth the information used to compute basic and diluted net income per share attributable to Sierra Madre Mining, Inc.  for the three months ended March 31, 2015 and  March 31, 2014:

 

           

31-Mar-15

 

31-Mar-14

 

                   

Net Income (Loss)

       

(97)

 

(2,172)

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding  basic:

           

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common stock

       

127,300,000

   

102,000,000

Equivalents

 

 

 

 

 

 

 

 

 

  Stock options

         

0

   

0

  Warrants

 

 

 

 

 

0

 

 

0

  Convertible Notes

       

 

0

 

 

0

Weighted-average common shares

 

 

 

 

 

 

 

outstanding-  Diluted

       

 

127,300,000

 

 

102,000,000

 

 

Note 8.    Notes Payable

 

 

9

 


 
 

Notes payable consist of the following for the periods ended;

 

3/31/15

 

12/31/2014

                     

Officer related party working capital notes with no stated interest rate. Note is payable on demand .

           
 

$

12,292

 

$

12,205

 

 

 

 

 

 

 

Total Notes Payable

         

12,292

   

12,205

 

 

 

 

 

 

 

 

 

 

 

Less Current Portion

       

 

(12,292)

 

 

(12,205)

 

 

 

 

 

 

 

 

 

 

 

Long Term Notes Payable

       

$

0

 

$

0

                     

 

Note 9.    Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Currently, the Company has no operating history and has incurred operating losses, and as of March 31, 2015 the Company had a working capital deficit and an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and its efforts to raise capital. Management also believes the Company needs to raise additional capital for working capital purposes. There is no assurance that such financing will be available in the future.   The conditions described above raise substantial doubt about our ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 10.    Subsequent Events

 

The Company has an effective registration statement for $25,000,000 worth of Class B shares.  The direct public offering is ongoing.

 

F-5

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

This Management’s Discussion and Analysis includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “will,” “should” and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Form 10-Q. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise.

 

Plan of Operation

 

We are an exploration-stage mining company.  We have had no revenue since inception.  The proceeds from our public offering will allow us to obtain a bond, and conduct drilling and exploration on the mining claims we have an interest in.  We have not fully implemented our business plan and will not do so until we complete our public offering.  An exploration stage corporation is one engaged in the search for minerals which are not in either the development or production stage.

 

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin selling minerals.  Our only other source for cash at this time is investments by our directors. We must raise cash to implement our project and stay in business. Our success or failure will be determined by how quickly we can obtain these funds.  The more money we raise, the more exploration we can conduct on our copper blowout ridge project. 

10

 


 
 

 

We intend to develop our properties by ourselves.  We do not intend to hire additional employees at this time. All of the work on the property will be conduct by our JV partners.

 

In the event we complete our exploration program prior to the end of one year, we will spend the balance of the year creating a program for obtaining an operating permit, and developing the property. If we do not find minerals on the copper blowout ridge, we will attempt to locate a new property, raise additional money, and explore the new property.

 

Limited Operating History; Need for Additional Capital

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have generated no revenue from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of the property, and possible cost overruns due to price and cost increases in services.

 

To become profitable and competitive, we must find minerals in commercially viable quantities.  We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

 

Results of Operations

 

From Inception

 

Since inception, our directors have paid all our legal and accounting expenses.

 

Liquidity and Capital Resources

 

To meet our need for cash we are attempting to raise money from our public offering. We will be able to maintain our SEC filings if we raise $25,000.  By raising additional money, we will be able to conduct drilling and core sampling at the copper blowout ridge.  Whatever money we do raise, will be applied to the items set forth in the Use of Proceeds section of our prospectus. If our drilling is successful we will attempt to raise additional money through a subsequent private placement, public offering or through loans to conduct more drilling, and obtain an operating permit. 

 

At the present time, we have not made any arrangements to raise additional cash, other than through our public offering. If we need additional cash and can’t raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we raise the minimum amount of money from our public offering, it will last a year. Other than as described in this paragraph, we have no other financing plans.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 4.              CONTROLS AND PROCEDURES.

 

Under the supervision and with the participation of our management, including the CEO & PAO, Mr. Brown, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the CEO has concluded that these disclosure controls and procedures are effective.  There were no changes in our internal control over financial reporting during the quarter ended 2/28/15 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1A.           RISK FACTORS.

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

ITEM 2.              USE OF PROCEEDS.

11

 


 
 

 

On 7/31/2015, our post-effective Form S-1 registration statement was declared effective by the SEC.  Under the terms of said registration statement, we may sell up to $25,000,000 worth of our Class B stock at $.25 per share.  As of the date hereof, we have not sold any shares of common stock.  There are no underwriters involved in our public offering.

 

ITEM 6.              EXHIBITS.

 

 

 

Incorporated by reference

Filed

Exhibit

Document Description

Form

Date

Number

herewith

 

 

 

 

 

 

3.1

Articles of Incorporation.

S-1

11/3/14

3.1

 

 

 

 

 

 

 

3.2

Bylaws.

S-1

11/3/14

3.2

 

           

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

99.1

Subscription Agreement.

S-1

11/3/14

99.1

 

 

 

 

 

 

 

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 9/15/15.

 

 

SIERRA MADRE MINING, INC.

 

 

 

 

BY:

MICHAEL BROWN

 

 

Michael Brown

 

 

President, Chief Executive Officer, Principal Accounting Officer, Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

 

 

Signature

Title

Date

 

/s/ Joseph LaCome

Joseph LaCome

Director

9/15/15

 

 

 

EXHIBIT INDEX

 

 

 

Incorporated by reference

Filed

Exhibit

Document Description

Form

Date

Number

herewith

 

 

 

 

 

 

3.1

Articles of Incorporation.

S-1

9/15/14

3.1

 

 

 

 

 

 

 

3.2

Bylaws.

S-1

9/15/14

3.2

 

 

 

 

 

 

 

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

X

 

 

 

 

 

 

99.1

Subscription Agreement.

S-1

9/14/15

99.1

 

12

 


 
EX-31 8 exhibit311.htm exhibit311.htm - Generated by SEC Publisher for SEC Filing

 

Exhibit 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Michael Brown, certify that:

 

1.

I have reviewed this Annual Report on Form 10-K of Sierra Madre Mining, Inc.;

 

 

2.

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

 

 

3.

Based on my knowledge, the financial 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 officer 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 officer 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 15th, 2015

/s/ MICHAEL BROWN

 

 

Michael Brown

 

 

Chief Executive Officer and Chief Financial Officer

         

 


 
EX-32 9 exhibit321.htm exhibit321.htm - Generated by SEC Publisher for SEC Filing

 

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

 

The undersigned, Michael Brown, Chief Executive Officer and Chief Financial Officer of the Company, has executed this Certification in connection with the filing with the Securities and Exchange Commission of Sierra Madre Mining’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the Report)

 

The undersigned hereby certifies, to his knowledge, 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 Sierra Madre Mining, Inc.

 

Dated April 15, 2015.

 

 

 

/s/ MICHAEL BROWN

 

Michael Brown

 

President, Chief Executive Officer and Chief Financial Officer