UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended | June 30, 2012 |
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from |
| to |
|
Commission file number | 000-28562 |
LMK GLOBAL RESOURCES, INC. (fka Verilink Corporation) |
(Exact name of registrant as specified in its charter) |
Delaware |
| 94-2857548 |
(State or other jurisdiction of incorporation or organization) |
| (I. R. S. Employer Identification No.) |
|
|
501 South Johnstone Ave., Suite 501, Bartlesville, OK | 74003 |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code | 714 724-3355 |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of each exchange on which registered |
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Securities registered pursuant to Section 12(g) of the Act: |
|
Common Stock, par value $0.01 per share |
(Title of Class) |
1
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. | 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. | 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. | 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). | 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 registrants 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. | [ ] |
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.
Large 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). | Yes [ ] No [x] |
State the aggregate market value of the registrants voting and non-voting common equity held by non-affiliates as of the last business day of the registrants most recently completed second fiscal quarter (December 31, 2011) in thousands. | $ 77,000 |
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Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date (October 31, 2012). | 93,310,458 Shares |
2
TABLE OF CONTENTS |
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Item 1B. Unresolved Staff Comments
Item 4. (Removed and Reserved)
Item 6. Selected Financial Data
Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures and Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 13. Certain Relationships and Related Transactions and Director Independence
Item 14. Principal Accounting Fees and Services
Item 15. Exhibits, Financial Statement Schedules
3
PART I
ITEM 1. BUSINESS
Company Overview
LMK Global Resources, Inc, f/k/a Verilink Corporation, (we, our, LMK, or the company) was an exploration stage company that was previously engaged in the acquisition, exploration and development of mineral properties. As of the date of this filing, we have not generated any revenues after emerging from Bankruptcy. Due to depressed market conditions associated with the cost of acquiring oil and gas properties, the Companys management elected to become an exploration stage company to acquire certain options on oil and gas leases at far more favorable terms than in the State of Colorado. As reported by the Company on Form 8-K filed on February 10, 2009, the Company entered into an Agreement with Osage Land to acquire certain oil and gas leases in Phillips County, State of Colorado. Management is currently negotiating with several entities to determine if a joint venture or similar agreement is feasible to develop the leases. Verilink intends to conduct geophysical operations on approximately three (3) square miles of the leases covered under the Agreement. This is commonly referred to as seismic testing and will be used to determine the location of any Niobrara gas structures. If gas structures are determined to be present, Management for Verilink intends to evaluate their suitability with various professionals to determine if drilling is warranted.
LMK Global Resources, Inc was incorporated on October 26, 1986 in the state of Delaware. We and our former subsidiary, Larscom Incorporated, a Delaware corporation, filed Voluntary Petitions for Relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the Northern District of Alabama (the Court), Case numbers 06-50866 and 06-80567 (the Case or Cases)..The Bankruptcy Court issued an Order Confirming the Second Amended Joint Plan of Reorganization on December 6, 2006.
Pursuant to the Plan, on June 27, 2008, the Company implemented a 1/2581 reverse stock split; issued 25,000,000 restricted shares of common stock to IACE Investments Two, Inc.; issued 1,000,000 shares of common stock and 5,000,000 warrants to Venture Funds I, Inc.; issued 75,000 shares of common stock to the Bankruptcy Trustee; issued 100 shares of common stock to each class 7 unsecured creditor; and replaced all former directors and officer with James Ditanna.
On June 27, 2008, the Companys symbol changed from VERLQ to VERL to reflect the emergence from Bankruptcy.
LMK, as of June 30, 2012, was an exploration stage company that had not generated any revenue since emerging from Bankruptcy.
In January, 2009, the Company began to negotiate with several oil and natural gas companies to acquire mineral interest to further explore and develop. On February 10, 2009, Verilink entered into an Option Agreement (the Agreement) with Osage Land Company (Osage Land) to acquire 90% of the oil and gas leases covering approximately 3,912 acres of oil and gas leases located primarily in Phillips County, State of Colorado. The leases reserved a 1/8th royalty to the mineral interest holders and 6.25% overriding royalty interest to Osage Land. Verilink intended to conduct geophysical operations on at least two (2) square miles of the leases covered under the Agreement with Osage Land. As of June 30, 2012, the Company had been unable to secure funding necessary to conduct any operations related to seismic testing.
During the fiscal year ended June 2012, the Company had been in negotiations with a private natural resources exploration company regarding a potential joint venture or acquisition.
In June and July 2012, the Company effectively ceased operations and sought to find a suitable business to acquire its assets.
EMPLOYEES
The Company has no full time employees.
4
RIGHTS OF STOCKHOLDERS
Certain types of transactions may be entered into solely by Board of Directors approval without stockholder ratification. Under Delaware law, certain actions that would routinely be taken at a meeting of stockholders, may be taken by written consent of stockholders having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of stockholders. Thus, if stockholders holding a majority of the outstanding shares decide by written consent to consummate an acquisition or a merger, minority stockholders would not be given the opportunity to vote on the issue. If stockholder approval is required, the Board will have discretion to consummate the transaction by written consent if it is determined to be in the Companys best interest to do so. Regardless of whether an acquisition or merger is ratified by Board action alone, by written consent or by holding a stockholders meeting, the Company will provide to its stockholders complete disclosure documentation concerning the potential target including requisite financial statements. This information will be disseminated by proxy statement in the event a stockholders meeting is held, or by an information statement if the action is taken by written consent.
Under Delaware corporate laws, the Companys stockholders may be entitled to assert dissenters rights in the event of a merger of acquisition. Stockholders will be entitled to dissent from and obtain payment of the fair value of their shares in the event of consummation of a plan of merger to which the Company is a party, if approval by the stockholders is required under applicable Delaware law. Also, stockholders will be entitled to dissenters rights if the Company enters into a share exchange if the Companys shares are to be acquired. A stockholder entitled to assert dissenters rights and obtain the fair value for their shares, may not challenge the corporate action creating this entitlement, unless the action is unlawful or fraudulent with respect to the stockholder or the Company. A dissenting stockholder shall refrain from voting their shares in approval of the corporate action. If the proposed action is approved by the required vote of stockholders, the Company must give notice to all stockholders who delivered to the Company their written notice of dissent.
ITEM 1A. RISK FACTORS
Factors Affecting the Future Operations
On April 9, 2006, LMK Global Resources and its wholly owned subsidiary, Larscom Inc., filed petitions for relief under Chapter 11 of the federal bankruptcy laws in the United States Bankruptcy Court for the Northern District of Alabama (the Court).
On June 15, 2006, we completed the sale of substantially all of our assets to SCS Fund L.P. for (i) $5,250,000 in cash paid at closing, (ii) the assumption of certain assumed liabilities and (iii) the payment of certain Cure Costs as defined in the Agreement. In January 2007, the Court approved the Second Amended Joint Plan of Reorganization (the Plan) of LMK and Larscom, which included (i) the sale of the LMK shell to an outside investor group, and (ii) the creation of a Liquidating Trust that will be responsible for, among other things, payments to the unsecured creditors pursuant to the Plan. Following the sale of substantially all assets, we ceased operations.
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. On January 31, 2007, the Court approved the Second Amended Plan. Under the Plan, the Company was required to reorganize as a business by February 13, 2009, to receive a discharge of debts under Section 1141 of the Bankruptcy Code. Pursuant to the requirement, the Company entered into an Option Agreement with Osage Land Company to acquire 90% of oil and gas leases owned by Osage Land Company in a certain tract in the state of Colorado. On February 10, 2009, the Company mailed copies to all creditors. No objections were filed with the Bankruptcy Court regarding the Plan to enter into an Option Agreement with Osage Land for the purpose of becoming an exploration stage company focused on the acquisition, exploration, and development of mineral properties. On January 10, 2009, the Company entered into an Option Agreement with Osage Land Company to acquire certain oil and gas leases covering approximately 3,912 of oil and gas leases located in the State of Colorado.
5
THERE ARE A NUMBER OF RISKS ASSOCIATED WITH RESTRUCTURING TRANSACTIONS INCLUDING THE FOLLOWING:
A)
ANY FUTURE JOINT VENTURE, NEW BUSINESS COMBINATION OR SALE OF COMMON SHARES MAY RESULT IN A CHANGE OF CONTROL AND/OR MANAGEMENT OF THE REORGANIZED COMPANY;
B)
THE TERMS OF ANY FUTURE JOINT VENTURE, BUSINESS COMBINATION, LOAN OR SALE OF COMMON SHARES ARE UNCERTAIN AND, THEREFORE, THE POTENTIAL EFFECT ON INVESTORS IS UNCERTAIN;
C)
EVEN IF COMPANY MERGES WITH A PRIVATE ENTITY, THE COMBINED ENTITY MAY NOT BE ABLE TO QUALIFY TO TRADE ON A PUBLIC MARKET;
D)
EVEN IF THE COMPANY MERGES WITH A PRIVATE ENTITY, THE COMBINED ENTITY FACES A MYRIAD OF PROBLEMS THAT ANY COMPANY MAY FACE IN TODAYS ECONOMIC CLIMATE, AND MAY BE UNSUCCESSFUL.
E)
ANY BUSINESS COMBINATION MAY RESULT IN THE EQUITY INTEREST OF SHAREHOLDERS AND CREDITORS DELIVERED PURSUANT TO THE TERMS OF THE PLAN, BEING FURTHER DILUTED AND, THEREFORE, BEING OF LITTLE OR NO VALUE;
F)
A MARKET MAY NOT EXIST FOR THE COMPANYS COMMON STOCK;
G)
THE COMPANY IS CONTROLLED BY IACE INVESTMENTS TWO, INC. AS SUCH, THE MINORITY SHAREHOLDERS HAVE NO MEANINGFUL INPUT INTO THE DIRECTION OF THE COMPANY.
ADDITIONAL RISK FACTORS
INVESTING IN THE COMPANYS COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. IF ANY OF THE FOLLOWING RISKS ACTUALLY MATERIALIZES, THE COMPANYS BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS WOULD SUFFER.
The Companys business is subject to numerous risk factors, including the following:
1.
The Company is an exploration and/or development stage company that has had no operating history since June 2006, nor any revenues or earnings from operations and it is insolvent.
The Company has no assets or financial resources. It will, in all likelihood, sustain operating expenses without corresponding revenues, at least until additional funding is sustained or the consummation of a joint venture or future business combination. This may result in the Company incurring a net operating loss that will increase continuously until it can secure additional funding or can consummate a joint venture or business combination with a profitable oil and gas company. There is no assurance that the Company can identify such a future business opportunity and consummate such a joint venture or business combination.
2.
As an exploration and/or development stage company, the Company faces substantial additional adverse business and legal consequences.
The Company may enter into a joint venture or business combination with an entity that shares a similar venture as the Company. A joint venture or business opportunity may attempt to avoid what it deems to be adverse consequences of undertaking its own public offering by seeking a joint venture or business combination with us. Such consequences may include, but are not limited to, time delays of the registration process, significant expenses to be incurred in such an offering, loss of voting control to public shareholders and the inability or unwillingness to comply with various federal and state laws enacted for the protection of investors.
6
On June 29, 2005, the Securities and Exchange Commission adopted final rules amending the Form S-8 and the Form 8-K for shell companies. The amendments expand the definition of a shell company to be broader than a company with no or nominal operations/assets or assets consisting of cash and cash equivalents. The amendments prohibit the use of a Form S-8 (a form used by a corporation to register securities issued to an employee, director, officer, consultant or advisor), under certain circumstances, and revised the Form 8-K to require a shell company to include current Form 10 information, including audited financial statements, in the filing on Form 8-K that the shell company files to report the acquisition of the business opportunity. This initial filing must be made within four days of the acquisition. The Form 8-K filing may be reviewed by the Securities and Exchange Commission and the prospects of certain disclosures or review or the lack of the ability to issue securities using a Form S-8 may delay the consummation of a business combination because of the target entity's inability to comply with various federal and state laws enacted for the protection of investors or the unwillingness to assume the significant costs of compliance.
3.
The Companys Common Stock may never be widely traded and any shareholder may have no ability to sell the shares.
While the Companys stock has a trading symbol to facilitate trades on the OTC Bulletin Board there is no significant public trading market for the shares of Common Stock. In addition, there can be no assurance that a liquid market for the Common Stock will be established or that, if established, a market will be sustained. Therefore, the investor may be unable to sell the shares. Accordingly, the investor should be able to bear the financial risk of losing the entire investment.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
The Company does not own or rent any real property.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any suit or threatened suit other than the Bankruptcy.
ITEM 4. (REMOVED AND RESERVED)
7
PART II
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Companys Common Stock was delisted from the NASDAQ National Market on April 19, 2006 following the Companys filing of the Chapter 11. The Company was trading on the Pink sheets under the symbol VRLKQ until June 27, 2008. On June 27, 2008, the symbol was changed to VERL. As of October 31, 2012, the last reported sales price of the Companys shares was $0.07 per share. The following table shows the high and low sale prices per share for the common stock as reported by NASDAQ:
Fiscal 2012 Quarter Ended | June 30 | March 31 | December 31 | September 30 |
Market Price: High | $ 1.25 | $ 1.25 | $ 1.25 | $ 1.25 |
Low | $ 1.01 | $ 1.25 | $ 1.25 | $ 1.25 |
Holders of Our Common Stock
As of June 30, 2012, we had 291 shareholders of our common stock.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders or to any other persons.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
There are statements in this report that are not historical facts. These forward-looking statements can be identified by the use of terminology such as believe, hope, may, anticipate, should, intend, plan, will, expect, estimate, project, position, strategy and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks, you should read this entire report carefully, especially the risks discussed under Risk Factors. Although management believes that the assumptions underlying the forward-looking statements included in this report are reasonable, they do not guarantee our future performance and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represents estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification, interpretation of data, other information, and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipate or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In the light of the risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this report will in fact transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as their dates. We do not undertake any obligation to update or revise any forward-looking statements.
8
Overview
CERTAIN DISCUSSIONS FOLLOW REGARDING MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION REFER TO THE OPERATING BUSINESS PRIOR TO BEING DISCONTINUED DUE TO PENDING BANKRUPTCY
The following discussion and analysis of our financial condition and results of discontinued operations should be read in conjunction with our financial statements, including all notes attached to these statements, which appear in Item 8 of this filing. In addition to historical information, the discussion here and elsewhere in this filing contains some forward-looking statements. These statements by their nature involve risks and uncertainties, and should not be construed to imply any promise, certainty or likelihood that these results or trends will necessarily continue in the future. Our actual results in the future may differ significantly from these anticipated by these forward-looking statements, due to many factors including those set out in the Risk Factors, Business and other sections of this filing.
Plan of Operation
During the next twelve months, the Company anticipates entering into a joint venture or business combination.
Results of Operations
Liquidity and Capital Resources
At June 30, 2012, LMK had no cash.
As of June 30, 2012, the Company had an operating loss of $15,488.
On April 9, 2006, we filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Alabama, Case Numbers 06-50866 and 06-80567, respectively. We continued to operate our business as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.
On January 26, 2007, the Bankruptcy Court entered an order (the Confirmation Order) approving the Second Amended Joint Plan (the Plan) proposed by us. The Plan became effective on January 31, 2007.
Pursuant to the Confirmation Order, we were ordered to: (1) Implement a reverse stock split to lower our outstanding common stock to 10,000 shares. The effect of the reverse split is that one share of common stock issued prior to the Confirmation Order is now equal to 1/2,581th of a share; (2) Issue 25,000,000 restricted shares of New Common Stock, which are not subject to the reversal, to the contributor of the debtor-in-possession loan; (3) Issue 1,000,000 shares of restricted shares of New Common Stock, which are not subject to the reversal, and 5,000,000 warrants, to the investor of the administrative loan; (4) Issue 75,000 shares under the Bankruptcy Code to The Bankruptcy Trustee to be distributed according to the Plan; (5) Issue 100 shares of New Common Stock to each unsecured creditor; (6) replace all current directors and current officers with new directors and officers.
The second step in the Restructuring Transaction was to reorganize into a business. On February 10, 2009, LMK Global Resources, Inc entered into a Option Agreement (the Option Agreement) with Osage Land Company (Osage Land) to acquire 90% of the oil and gas leases covering approximately 3,912 acres of oil and gas leases located primarily in Phillips County, State of Colorado for the price of $80.00 per mineral acre. As of the date of this filing, the Company has not conducted any geophysical operations due to a lack of funding.
On July 14, 2012, the Company finalized and closed a Reorganization Agreement (the Reorganization Agreement) with Vican Product and Distribution Canada, Inc., a Canadian corporation (Vican) pursuant to which the Company intended to acquire Vican in consideration for 36,646,500 shares of common stock to be delivered to Vican at closing. Those shares have not yet been issued and that transaction remains pending. Subsequent to that reorganization, Frank Dreschler has been elected to the board of directors of the Company and as sole officer.
9
Effective on August 20, 2012, the Company completed a two shares for every existing share stock dividend.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES AND MARKET RISK
Not applicable.
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
LMK Global Resources, Inc
(fka Verilink Corporation)
Bartlesville, Oklahoma
We have audited the accompanying balance sheets of LMK Global Resources, Inc., (the Company) as of June 30, 2012 and 2011 and the related statement of expenses, stockholders deficit and cash flows for the fiscal years ended June 30, 2012 and 2011, and the period from February 13, 2009 (re-entering of exploration stage) through June 30, 2012. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of LMK Global Resources, Inc. as of June 30, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, and the period from February 13, 2009 (re-entering of exploration stage) through June 30, 2012, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has negative working capital and no operations, which raises substantial doubt about its ability to continue as a going concern. Managements plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
MALONEBAILEY, LLP
www.malonebailey.com
Houston, Texas
October 31, 2012
11
LMK GLOBAL RESOURCES, INC.
fka VERILINK CORPORATION
(An Exploration Stage Company)
BALANCE SHEETS
| June 30, 2012 |
| June 30, 2011 |
ASSETS |
|
|
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|
|
|
TOTAL ASSETS | $ - |
| $ - |
|
|
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|
LIABILITIES |
|
|
|
|
|
|
|
Accounts payable | 300 |
| - |
Advances from shareholder | 47,015 |
| 47,015 |
Accrued interest to shareholders | 10,444 |
| 6,683 |
TOTAL LIABILITIES | 57,759 |
| 53,698 |
|
|
|
|
SHAREHOLDERS DEFICIT | - |
| - |
|
|
|
|
Preferred stock, par value $0.01, authorized: 1 million shares, none issued or outstanding | - |
| - |
Common stock: $0.01 par value; 60,000,000 shares authorized; 26,104,100 shares issued and outstanding at June 30, 2011 and June 25, 2010 | 261,041 |
| 261,041 |
Additional paid-in capital | 90,809,350 |
| 90,797,923 |
Accumulated other comprehensive loss | (63,201) |
| (63,201) |
Accumulated deficit from prior operations | (91,024,442) |
| (91,024,442) |
Deficit accumulated during the exploration stage | (40,507) |
| (25,019) |
|
|
|
|
TOTAL SHAREHOLDERS' DEFICIT | (57,759) |
| (53,698) |
| - |
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ - |
| $ - |
The accompanying notes are an integral part of these audited financial statements.
12
LMK GLOBAL RESOURCES, INC.
f/k/a VERILINK CORPORATION
(An Exploration Stage Company)
STATEMENTS OF EXPENSES
|
|
|
|
| From Date of Inception |
| Year Ended |
| Year Ended |
| (February 13, 2009) to |
| June 30, 2012 |
| June 30, 2011 |
| June 30, 2012 |
|
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|
|
|
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EXPENSES: |
|
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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 |
|
|
The accompanying notes are an integral part of these audited financial statements.
13
LMK GLOBAL RESOURCES, INC.
f/k/aVERILINK CORPORATION
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
|
|
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| From Date of Inception |
| Year Ended |
| Year Ended |
| (February 13, 2009) to |
| June 30, 2012 |
| June 30, 2011 |
| June 30, 2012 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
|
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Net loss | $ (15,488) |
| $ (11,467) |
| $ (40,507) |
Adjustments to reconcile net loss with cash used in operations: |
|
|
|
|
|
Change in assets and liabilities: |
|
|
|
|
|
Change in accounts payable and accrued liabilities | 4,061 |
| 2,660 |
| 9,778 |
Net cash used in operating activities | (11,427) |
| (8,807) |
| (30,729) |
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
Advances from shareholder | 11,427 |
| 8,807 |
| 30,729 |
Net cash provided by financing activities | 11,427 |
| 8,807 |
| 30,729 |
|
|
|
|
|
|
NET CHANGE IN CASH |
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Cash at beginning of period | - |
| - |
| - |
Cash at end of period | $ - |
| $ - |
| $ - |
|
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|
|
SUPPLEMENTAL DISCLOSURES |
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Cash paid for interest | - |
| - |
| - |
Cash paid for income taxes | - |
| - |
| - |
The accompanying notes are an integral part of these audited financial statements.
14
LMK GLOBAL RESOURCES, INC.
f/k/a VERILINK CORPORATION
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDER DEFICIT
| Common Stock |
| Additional |
| Accumulated Other |
| Accumulated (Deficit) |
| Total | ||||
| Shares Issued |
| Amount |
| Paid-In Capital |
| Comprehensive (Loss) |
| From Prior Operations |
| During the Exploration Stage |
| Shareholders Deficit |
|
|
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|
|
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Balance June 27, 2008 | 26,104,100 |
| 261,041 |
| 90,797,923 |
| (63,201) |
| (91,014,994) |
| - |
| (19,231) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from June 27, 2008 to February 13, 2009 | - |
| - |
| - |
| - |
| (9,448) |
| - |
| (9,448) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss during the exploration stage | - |
| - |
| - |
| - |
| - |
| (2,135) |
| (2,135) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, June 27, 2009 | 26,104,100 |
| 261,041 |
| 90,797,923 |
| (63,201) |
| (91,024,442) |
| (2,135) |
| (30,814) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss | - |
| - |
| - |
| - |
| - |
| (11,417) |
| (11,417) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, June 25, 2010 | 26,104,100 |
| 261,041 |
| 90,797,923 |
| (63,201) |
| (91,024,442) |
| (13,552) |
| (42,231) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss | - |
| - |
| - |
| - |
| - |
| (11,467) |
| (11,467) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, June 30, 2011 | 26,104,100 |
| 261,041 |
| 90,797,923 |
| (63,201) |
| (91,024,442) |
| (25,019) |
| (53,698) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
| (15,488) |
| (15,488) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder paid expenses |
|
|
|
| 11,427 |
|
|
|
|
|
|
| 11,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, June 30, 2012 | 26,104,100 |
| 261,041 |
| 90,809,350 |
| (63,201) |
| (91,024,442) |
| (40,507) |
| (57,759) |
The accompanying notes are an integral part of these audited financial statements.
15
VERILINK CORPORATION
An Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS
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.
16
Note 2 Going Concern
As shown in the accompanying financial statements, the Company has a working capital deficit of $57,759 as of June 30, 2012 and is not currently generating revenue from operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. Management has established plans to begin generating revenues and decrease debt. These plans, if successful, will mitigate the factors, which raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
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.
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:
|
| June 30, 2012 |
|
| June 30, 2011 |
|
|
|
|
|
|
Deferred tax asset | $ | 14,177 |
| $ | 8,506 |
Valuation allowance |
| (14,177) |
|
| (8,506) |
Net deferred tax asset | $ | - |
| $ | - |
Cumulative net operating loss carryforwards at June 30, 2012 and June 30, 2012 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.
Note 5 Capitalization
During the year ended June 27, 2008, Verilink began issuing post-reorganization New Common Stock as follows:
·
Issued 25,000,000 shares, which are not subject to the reversal, to the IACE Investments Two, Inc.
·
Issue 1,000,000 shares to the Venture Fund I, Inc., pursuant to the terms under the DIP Loan.
·
Issue 75,000 shares to the Bankruptcy Trustee to be distributed according to the Plan.
·
Issue 100 shares to each of 191 holders of an Allowed Unsecured Claim in Class 7 for a total of 19,100 shares issued.
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.
Note 6 Stock-Based Compensation
Stock Incentive Plans
All stock incentive plans were cancelled by the Bankruptcy Court pursuant to the First Amended Joint Plan of Reorganization on January 6, 2007.
17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) | Evaluation of Disclosure Controls and Procedures |
We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SECs rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), our previous Chief Executive Officer and Chief Financial Officer carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 at and as of the end of the period covered by this report.
Our previous management evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2012 (under the supervision and with the participation of the previous Chief Executive Officer and the Principal Accounting Officer), pursuant to Rule13a-15(b) promulgated under the Exchange Act. As part of such evaluation, former management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation, our Company's former Chief Executive Officer and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were not effective as of June 30, 2012 due to lack of employees to segregate duties related to preparing the financial reports.
Managements Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed 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. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our former management conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework. Based on its evaluation, our management concluded that there is a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Companys annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness relates to the lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our President does not possess accounting expertise and our company does not have an audit committee. This weakness is due to the companys lack of working capital to hire additional staff. To remedy this material weakness, management is attempting to correct this weakness by merging with a suitable candidate.
This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to the attestation by the Companys registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this annual report.
The Companys former management carried out an assessment of the effectiveness of the Companys internal control over financial reporting as of June 30, 2012. The Companys former management based its evaluation on criteria set forth in the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, former management has concluded that the Companys internal control over financial reporting was not effective as of June 30, 2012.
18
(b) | Changes in Internal Control, Over Financial Reporting |
There was no change in our internal control over financial reporting that occurred during the fiscal year ended June 30, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
(a)
Identifying Directors and Executive Officers
The following table describes certain information about our executive officers and directors as of June 30, 2012.
Name |
| Position | Director Since |
|
|
|
|
Frank Dreschler |
| President, Chief Executive Officer | October 29, 2012 |
Set forth below is a brief description of the background and business experience of our sole executive officer and director.
Frank J. Drechsler. Mr. Drechsler graduated from California State University, Fullerton in 1992 with a Bachelor of Science degree in International Business. Mr. Drechsler was self-employed as a consultant and helped start-up companies develop sales and marketing programs. From 1995 to December 1996, Mr. Drechsler was the international sales manager for Select Distribution.Mr. Drechsler has been an officer and director of Krinner USA, Inc., a privately-held Nevada corporation ("Krinner") which markets and sells Christmas tree stands designed in Germany. Mr. Drechsler also works as a sales agent for Krinner but receives no compensation from Krinner when its products are sold on our online store. Since July 2001, Mr. Drechsler has also been the President, Secretary and a Director of Finger Tip Drive, Inc., a Nevada corporation, which provides online computer data storage services. From October 1998 to May 2001.
Mr. Drechsler was previously an officer and director of Zowcom, Inc. a Nevada corporation, JPAL, Inc., a Nevada corporation, and Expressions Graphics, Inc., a Nevada corporation, all of which are reporting companies.
Term of Office. Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
(b)
Significant Employees.
We have no significant employees.
(c)
Family Relationships.
There are no family relationships among the directors, executive officers or persons nominated or chosen by LMK to become directors or executive officers.
(d)
Certain Legal Proceedings
No director or executive officer has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.
(e)
Compliance with Section 16(A) of the Exchange Act
Frank Drechsler has not yet filed a Form 3 upon becoming a director/officer of the Company.
19
(f)
Audit Committee Financial Expert
We do not have an audit committee financial expert. Management believes the cost related to retaining a financial expert at this time is prohibitive. Further, because of our limited operations, management believes the services of a financial expert are not warranted.
(g)
Identification of Audit Committee
We do not have a separately designated standing audit committee. Instead, our Director performs the required functions of an audit committee. Frank Drechsler is the only member of our Board of Directors and is its functional-equivalent of an audit committee. Our director does not meet the independent requirements for an audit committee member. The Director selects our independent public accountant, establishes procedures for monitoring and submitting information or complaints related to accounting, internal controls or auditing matters, engages outside advisors, and makes decisions related to funding the outside auditory and non-auditory advisors engaged by the Board. We have not adopted an audit committee charter, as the current system is deemed by management to be sufficient to meet our requirements at this time.
(h)
Disclosure Committee and Charter
We have no disclosure committee or disclosure committee charter, as we have not been operating and have only one officer and director.
(i)
Code of Ethics
We do not have a formal Code of Ethics as we have not been operating and have had no reason to adopt such a code at this time.
ITEM 11. EXECUTIVE COMPENSATION
Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Other Annual ($)(3) | Restricted Stock Awards ($) | Securities Underlying Options (#)(4) | All other Compensation ($)(5) |
James Ditanna, President/Sole Director | 2009 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 |
James Ditanna, President/Sole Director | 2010 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 |
James Ditanna, President/Sole Director | 2012 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors and those persons who beneficially own more than 10% of the Companys outstanding shares of common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission. Officers, directors, and greater than 10% beneficial owners are also required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to the Company, except for Forms 3 that were omitted to be filed, we believe that during the year ended June 30, 2012, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.
Frank Drechsler as the sole director and executive officer does not own any LMK Global Resources common stock.
20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
There are certain conflicts of interest between the Company and our officers and directors. Mr. Drechsler has other business interests to which he currently devotes attention, and may be expected to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of judgment in a manner which is consistent with their fiduciary duties to the company.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate fees billed by MaloneBailey, LLP., our independent auditors, for the audit of our annual financial statements was $8,500 and $8,800 for fiscal years 2012 and 2011, respectively.
Audit-Related Fees
None
Tax Fees
None.
All Other Fees
None.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibit Number | Description |
| |
31 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934 |
32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101 | Interactive Data Files (to be added by amendment) |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 31, 2012 |
| By: | /s/ Frank Dreschler |
|
|
| Frank Dreschler |
|
|
| President, Chief Executive Officer and Sole Director |
21
Exhibit 31
CERTIFICATION
I, Frank Drechsler, certify that:
1.
I have reviewed the Annual Report on Form 10-K of LMK Global Resources, Inc. (the "Company");
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 annual report;
4.
The registrants 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 registrants 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: October 31, 2012
\s\ Frank Drechsler
Frank Drechsler, Sole officer and director
Exhibit 32
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. 1350)
In connection with the Annual Report of LMK Global Resources, Inc. (the "Company") on Form 10-K for the year ended June 30, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank Drechsler, Sole officer and director of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my knowledge:
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.
Date: October 31, 2012
\s\ Frank Drechsler
Frank Drechsler
Sole officer and director