UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended | December 31, 2012 |
or
[ ] 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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Commission file number 000-28562
LMK GLOBAL RESOURCES, INC. | ||
(Exact name of registrant as specified in its charter) www.competitivetech.net | ||
Delaware | 94-2857548 | |
(State or other jurisdiction of incorporation or organization) | (I. R. S. Employer Identification No.) | |
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501 South Johnstone Ave., Suite 501, Bartlesville, OK | 74003 | |
(Address of principal executive offices) | (Zip Code) |
(714) 724-3355 |
(Registrants telephone number, including area code) |
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(Former name, former address and former fiscal year, if changed since last report) |
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 [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 during the preceding 12 months.
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 definition of "accelerated filer, large accelerated filer and smaller reporting company" as defined 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]
The number of shares outstanding of the Issuers common stock as of December 31, 2012 was 78,312,300 shares of common stock.
PART I
Item 1. Financial Statements
LMK GLOBAL RESOURCES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
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| December 31, 2012 |
| June 30, 2012 |
ASSETS | (unaudited) |
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TOTAL ASSETS | $ - |
| $ - |
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LIABILITIES |
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Accounts payable | 2,097 |
| 300 |
Advances from shareholder | 47,015 |
| 47,015 |
Accrued interest to shareholders | 12,324 |
| 10,444 |
TOTAL LIABILITIES | 61,436 |
| 57,759 |
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SHAREHOLDERS DEFICIT | - |
| - |
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Preferred stock, par value $0.01, authorized: 1 million shares, none issued or outstanding | - |
| - |
Common stock: $0.01 par value; 100,000,000 shares authorized; 78,312,300 shares issued and outstanding at September 30, 2012 and June 30, 2012 | 783,123 |
| 783,123 |
Additional paid-in capital | 90,302,364 |
| 90,287,268 |
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 | (59,280) |
| (40,507) |
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TOTAL STOCKHOLDERS' DEFICIT | (61,436) |
| (57,759) |
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ - |
| $ - |
The accompanying notes are an integral part of these unaudited financial statements.
F-2
LMK GLOBAL RESOURCES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended December 31, |
| Six Months Ended December 31, 2012 |
| From Date of Inception (February 13, 2009) to | ||||
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| December 31, 2012 |
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REVENUES | $ - |
| $ - |
| $ - |
| $ - |
| $ - |
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EXPENSES: |
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General and administrative expenses | 2,000 |
| 9,429 |
| 16,893 |
| 6,897 |
| 46,956 |
Interest expense | 940 |
| 2,820 |
| 1,880 |
| 1,880 |
| 12,324 |
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Total Expenses | (2,940) |
| (12,249) |
| (18,773) |
| (8,777) |
| (59,280) |
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NET (LOSS) | $ (2,940) |
| $ (12,249) |
| $ (18,773) |
| $ (8,777) |
| $ (59,280) |
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Net loss per share, basic and fully diluted | (0.00) |
| (0.00) |
| $ (0.00) |
| $ (0.00) |
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Weighted average number of shares outstanding | 79,312,300 |
| 78,312,300 |
| 78,312,300 |
| 78,312,300 |
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The accompanying notes are an integral part of these unaudited financial statements.
F-3
LMK GLOBAL RESOURCES, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)
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| Six Months Ended December 31 |
| From Date of Inception (February 13, 2009) to | ||
| 2012 |
| 2011 |
| December 31, 2012 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss | $ (18,773) |
| $ (8,777) |
| $ e(59,280) |
Adjustments to reconcile net loss with cash used in operations: |
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Change in assets and liabilities: |
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Change in accounts payable and accrued liabilities | 3,677 |
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| 13,455 |
Net cash used in operating activities | (15,096) |
| (8,777) |
| (45,825) |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Net cash provided by investing activities | - |
| - |
| - |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Contributed Capital | 15,096 |
| 8,777 |
| 45,825 |
Net cash provided by financing activities | 15,096 |
| 8,777 |
| 45,825 |
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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 unaudited financial statements.
F-4
LMK GLOBAL RESOURCES, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
Note 1 Basis of Presentation
The accompanying unaudited interim financial statements of LMK Global Resources, Inc., f/k/a Verilink Corporation, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Verilink's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for the year ended June 30, 2012 as reported in the Form 10-K have been omitted.
Note 2 Going Concern
As shown in the accompanying financial statements, the Company has a working capital deficit of $61,436 as of December 31, 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 Related Party
As December 31, 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 $12,324 in interest to IACE since emerging from bankruptcy.
During the six months ended December 31, 2012, a shareholder has paid expenses of $15,096 on behalf of the Company which has been recorded as contributed capital.
Note 4 Equity
On August 20, 2012, the Company effected a 3:1 stock dividend.
F-5
Item 2. Managements Discussion and Analysis
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE LITIGATION REFORM ACT OF 1995. Statements contained in this filing that are not based on historical fact, including without limitation statements containing the words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar words, constitute "forward-looking statements". These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. These factors include, among others, the following: general economic and business conditions in which LMK Global Resources, Inc. ("we", "LMK" or Company) operates; technology changes; the competition we face; changes in our business strategy or development plans; existing governmental regulations and changes in, or our failure to comply with, governmental regulations; liability and other claims asserted against us; and other factors referenced in our filings with the Securities and Exchange Commission.
Description of Business.
Company Overview
LMK Global Resources, Inc, f/k/a LMK 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.
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, LMK 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. LMK intended to conduct geophysical operations on at least two (2) square miles of the leases covered under the Agreement with Osage Land. As of December 31, 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.
Page 6
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LIQUIDITY AND CAPITAL RESOURCES
LMK had no cash at December 31, 2012.
As of December 31, 2012, the Company had an operating loss of $(18,773).
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 has been terminated. Subsequent to such termination, Frank Dreschler has been elected to the board of directors of the Company and as sole officer.
Effective on August 20, 2012, the Company completed a two shares for every existing share stock dividend.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our companys disclosure controls and procedures as of the end of the period covered by this quarterly report, being December 31, 2012. This evaluation was carried out under the supervision and with the participation of our companys sole officer and director.
As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting. Based on this evaluation, our Company's Sole Director/President and Principal Accounting Officer have concluded that our Company's disclosure controls and procedures were not effective as of December 31, 2012, due to lack of employees to segregate duties related to preparing the financial reports. Management is attempting to correct this weakness by merging with a suitable candidate. Management with the assistance of its Securities Counsel will closely monitor all future filings to ensure that the company filings are made on a timely manner.
Page 8
Page 9
Based upon that evaluation, our president and sole officer concluded that our companys disclosure controls and procedures are not effective.
Change In Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the period ended December 31, 2012 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
Page 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
LMK is not currently a party to any legal proceeding.
Item 1A. Risk Factors
There have been no material changes in our risk factors since June 30, 2012. See risk factors at June 30, 2012, within our Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Securities Holders
None
Item 5. Other Information
None
Item 6. Exhibits
31.1 |
| Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). |
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31.2 |
| Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). |
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32.1 |
| Certification by the Chief Executive Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) (furnished herewith). |
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32.2 |
| Certification by the Chief Financial Officer of Competitive Technologies, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) (furnished herewith). |
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101 |
| Interactive Data Files (to be added by amendment). |
Page 11
SIGNATURES
Pursuant to the requirements 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.
LMK GLOBAL RESOURCES, INC.
Date: February 19, 2013
By: /s/ Frank Dreschler
Frank Dreschler
Sole Director/President
(Principal Executive, Financial and Accounting Officer)
Page 12
Exhibit 31.1
CERTIFICATIONS
I, Frank Dreschler, certify that:
1.
I have reviewed this report on Amendment no. 1 to Form 10-Q of LMK Global Resources, Inc. for the period ending December 31, 2012;
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 registrants other certifying officer(s) 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 procedures;
(c)
evaluated the effectiveness of the registrants 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 registrants internal control over financial reporting that occurred during the Companys most recent fiscal quarter (the Companys fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 Companys internal control over financial reporting.
Date: February 19, 2013
By: /s/ Frank Dreschler
Frank Dreschler
Principal Executive Officer
Exhibit 31.2
CERTIFICATIONS
I, Frank Dreschler, certify that:
1.
I have reviewed this report on Amendment no. 1 to Form 10-Q of LMK Global Resources, Inc. for the period ending December 31, 2012;
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 registrants other certifying officer(s) 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 procedures;
(c)
evaluated the effectiveness of the registrants 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 registrants internal control over financial reporting that occurred during the Companys most recent fiscal quarter (the Companys fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 Companys internal control over financial reporting.
Date: February 19, 2013
By: /s/ Frank Dreschler
Frank Dreschler
Principal Executive Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of LMK Global Resources, Inc. (the "Company") on Amendment no. 1 to Form 10-Q for the period ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank Dreschler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ Frank Dreschler
Frank Dreschler
Principal Executive Officer
February 19, 2013
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Report of LMK Global Resources, Inc. (the "Company") on Amendment no. 1 to Form 10-Q for the period ended December 31, 2012, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank Dreschler, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By: /s/ Frank Dreschler
Frank Dreschler
Principal Executive Officer
February 19, 2013
A signed original of this written statement required by Section 906 has been provided to Truli Media Group and will be retained by Truli Media Group and furnished to the Securities and Exchange Commission or its staff upon request.