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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
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LMK GLOBAL RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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94-2857548
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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Title of each class
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Name of each exchange on which registered
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock, par value $0.01 per share
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(Title of Class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes [ ] No [X]
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes [ ] No [X]
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 past 90 days.
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Yes [ ] No [ ]
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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 (§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).
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Yes [ ] No [ ]
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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[ ]
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).
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Yes [ ] No [X]
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State the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter (December 31, 2011) in thousands.
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$ 77,000
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Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date (October 31, 2012).
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93,310,458 Shares
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Exhibit No.
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Description
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31.1**
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Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-K for the year ended June 30, 2012.
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31.2**
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Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-K for the year ended June 30, 2012.
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32.1**
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Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document*
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.LAB*
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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Date: July 10, 2013
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By:
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/s/ Frank Dreschler
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Frank Dreschler
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President, Chief Executive Officer
and Sole Director
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4 Income Taxes (Details Narrative) (USD $)
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Jun. 30, 2012
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Jun. 30, 2011
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Income Tax Disclosure [Abstract] | ||
Loss carryforward | $ 40,507 | $ 25,019 |
STATEMENTS OF EXPENSES - Unaudited (USD $)
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12 Months Ended | 41 Months Ended | |
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Jun. 30, 2012
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Jun. 30, 2011
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Jun. 30, 2012
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Income Statement [Abstract] | |||
General and administrative expenses | $ 11,727 | $ 7,841 | $ 30,063 |
Interest expense | 3,761 | 3,626 | 10,444 |
Total Expenses | (15,488) | (11,467) | (40,507) |
Net loss | $ (15,488) | $ (11,467) | $ (40,507) |
Net loss per share, basic and fully diluted | $ 0.00 | $ 0.00 | |
Weighted average number of shares outstanding | 26,104,100 | 26,104,100 |
5 Capitalization
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12 Months Ended | ||||
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Jun. 30, 2012
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Accounting Policies [Abstract] | |||||
5 Capitalization |
Note 5 Capitalization
During the year ended June 27, 2008, Verilink began issuing post-reorganization New Common Stock as follows:
Stock Warrants
On the 27th day of June, 2008, pursuant to the terms of the DIP Loan and Plan, we issued 1,000,000 New shares and warrants for 5,000,000 New shares to Venture Fund I, Inc., for providing the DIP Loan. The warrants are exercisable at $25 per share at any time on or prior to November 30, 2016. The number of shares called or exercised at any given time and the purchase price per share shall be subject to adjustment from time to time by the Board of Directors of the Company. |
5 Capitalization (Details Narrative) (USD $)
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12 Months Ended | ||
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Jun. 30, 2008
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Jun. 30, 2012
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Jun. 30, 2011
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Accounting Policies [Abstract] | |||
New common stock shares issued to IACE Investments Two, Inc. | 25,000,000 | 26,104,100 | 26,104,100 |
New shares and warrants issed to Venture Fund I, Inc. | 1,000,000 | ||
New shares to Venture Fund 1 for providing DIP loan | 5,000,000 | ||
Warrant exercisable per share value | $ 25 |
1 The Company and a Summary of Significant Accounting Policies
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12 Months Ended |
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Jun. 30, 2012
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1 The Company and a Summary of Significant Accounting Policies |
Note 1 The Company and a Summary of Significant Accounting Policies
The Company
LMK Global Resources, Inc. f/k/a Verilink Corporation (we, our or the Company), a Delaware Corporation, was incorporated in 1982. Prior to ceasing operations in June 2006, we developed, manufactured, and marketed integrated access devices, Optical Ethernet access products, wireless access devices, and bandwidth aggregation solutions for network service providers, enterprise customers, and original equipment manufacturer partners. Our integrated network access and customer premises/located equipment products were used by network service providers. On July 11, 2012, Verilink Corp changed its name to LMK Global Resources, Inc.
On April 9, 2006, we filed bankruptcy. On June 15, 2006, we sold substantially all of our assets for $5,250,000, the assumption of certain liabilities and the payment of certain other costs. In January 2007, the Court approved our reorganization plan, which included (i) the sale of the Verilink shell to an outside investor group, and (ii) the creation of a Liquidating Trust responsible for payments to creditors. Following the sale of substantially all assets, we ceased operations.
On January 31, 2007, the Court approved the Second Amended Plan. Under the Plan, if the Business Combination occurs within six (6) months of the Effective Date, the Company will receive a discharge of its debts under Section 1141 of the Bankruptcy Code. On January 17, 2008, the Court issued the Order Granting Motion of Liquidating Trustee to Extend Certain Deadlines Established in the Debtors Plan of Reorganization, which ordered the Business Combination deadline extended to February 13, 2009.
On February 10, 2009, the Company entered into an Option Agreement to acquire certain oil and gas leases on approximately 3,912 acres located in Phillips County, Colorado from Osage Land Company, an Oklahoma corporation,. The primary term of the leases is for a five year period that expires in 2012. Osage Land is to receive $80.00 per net mineral acre on or before July 10, 2009 as extended to March 31, 2010, or about $313,000. Due to lack of funding, we have not engaged in any operations related to the Option Agreement.
In February, 2009, we emerged from bankruptcy as an exploration stage company.
Basis of presentation
Our fiscal year end is June 30.
As of February 13, 2009, the Company became an exploration stage company and has not yet realized any revenue from its operations. It is primarily engaged in acquisition, exploration and development of its mining properties located in Phillips County, Colorado. The Company has not yet determined whether these properties contain mineral reserves that are economically recoverable. The business of mining and exploring for minerals involves a high degree of risk and there can be no assurances that current exploration programs will result in profitable mining operations.
Management estimates and assumptions
The preparation of financial statements in conformity with 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. Actual results could differ from those estimates.
Basic and Diluted Net Income (loss) per share
Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during a period. The Company has 5,000,000 warrants outstanding as of June 30, 2012. These warrants were excluded from the computation of diluted loss per share as their effect would be anti-dilutive.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operating, financial position or cash flows. |
3 Advances from Related Party
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12 Months Ended |
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Jun. 30, 2012
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Related Party Transactions [Abstract] | |
3 Related Party | Note 3 Advances from Related Party
As of June 30, 2012, the Company currently has related party advances of $47,015 due to a major shareholder, for operating expenses paid on the Companys behalf. The related party advances bear an interest rate of 8%, is unsecured and is payable upon demand. We have accrued $10,444 in interest to IACE since emerging from bankruptcy. |
1 The Company and a Summary of Significant Accounting Policies (Policies)
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12 Months Ended |
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Jun. 30, 2012
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation
Our fiscal year end is June 30.
As of February 13, 2009, the Company became an exploration stage company and has not yet realized any revenue from its operations. It is primarily engaged in acquisition, exploration and development of its mining properties located in Phillips County, Colorado. The Company has not yet determined whether these properties contain mineral reserves that are economically recoverable. The business of mining and exploring for minerals involves a high degree of risk and there can be no assurances that current exploration programs will result in profitable mining operations. |
Management estimates and assumptions | Management estimates and assumptions
The preparation of financial statements in conformity with 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. Actual results could differ from those estimates. |
Basic and Diluted Net Income (loss) per share | Basic and Diluted Net Income (loss) per share
Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during a period. The Company has 5,000,000 warrants outstanding as of June 30, 2012. These warrants were excluded from the computation of diluted loss per share as their effect would be anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operating, financial position or cash flows. |
4 Income Taxes
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12 Months Ended | ||||||||||||||||||||||||||||||||||||
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Jun. 30, 2012
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
Income Taxes |
Note 4 Income Taxes
The components of the net deferred income tax assets and liabilities at June 30, 2012 and June 30, 2011, are as follows:
Cumulative net operating loss carryforwards at June 30, 2012 and June 30, 2011 are $40,507 and $25,019, respectively and begin to expire in 2029.
Internal Revenue Code Section 382 limits the use of net operating losses in certain situations where changes occur in the stock ownership of a company. The availability and timing of net operating losses carried forward to offset future taxable income will be significantly limited due to the changes of ownership from the bankruptcy court actions. |