10-Q 1 highdesert_10q-063019.htm FORM 10-Q

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: June 30, 2019

¨ 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: 333-212527

HIGH DESERT HOLDING CORP.

(Exact name of registrant as specified in its charter)

Nevada	46-3493034
(State of incorporation)	(I.R.S. Employer Identification No.)

865 Tahoe Boulevard, Suite 302

Incline Village, Nevada 89451

(Address of principal executive offices)

(775) 298-2856

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	HGHH	OTCQB

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 every Interactive Data File required to be submitted 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 such files). Yes x No ¨

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company x
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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 of the issuer's common stock issued and outstanding as of August 14, 2019 was 38,190,000 shares.

TABLE OF CONTENTS

			Page

PART I. FINANCIAL INFORMATION			3

	Item 1	Financial Statements	3

	Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	9

	Item 3	Quantitative and Qualitative Disclosures About Market Risk	11

	Item 4	Controls and Procedures	11

PART II. OTHER INFORMATION			12

	Item 1	Legal Proceedings	12

	Item 1A	Risk Factors	12

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	12

	Item 3	Defaults Upon Senior Securities	12

	Item 4	Mine Safety Disclosures	12

	Item 5	Other Information	12

	Item 6	Exhibits	12

SIGNATURES			13

PART I. FINANCIAL INFORMATION

HIGH DESERT HOLDING CORP.

BALANCE SHEETS

	June 30, 2019			December 31, 2018
ASSETS	(Unaudited)
Current Assets
Cash	$	1,073		$	363
Prepaid professional fees		–			2,150
Total current assets		1,073			2,513

Total assets	$	1,073		$	2,513

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accrued director fees	$	145,000		$	165,000
Accounts payable		9,504			6,100
Related party accounts payable		11,278			409

Total current liabilities		165,782			171,509

Commitments and Contingencies		–			–

Stockholders' (Deficit)
Preferred stock, $.001 par value, 5,000,000 shares authorized and no shares issued and outstanding		–			–
Common stock, $.001 par value, 70,000,000 shares authorized and 38,190,000 and 37,990,000 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively		38,190			37,990
Additional paid in capital		1,089,452			1,049,652
Accumulated deficit		(1,292,351	)		(1,256,638	)

Total stockholders' deficit		(164,709	)		(168,996	)

Total liabilities and stockholders' deficit	$	1,073		$	2,513

The accompanying notes are an integral part of these financial statements

HIGH DESERT HOLDING CORP.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Six Months Ended
	June 30, 2019			June 30, 2018			June 30, 2019			June 30, 2018

Revenue

Net revenue	$	–		$	–		$	–		$	–

Expenses
Exploration		–			–			–			(1,550	)
Gain on sale of equipment		(4,000	)		(82,500	)		(4,000	)		(82,500	)
General and administrative		18,914			23,512			39,713			45,871

Total operating expenses		14,914			(58,988	)		35,713			(38,179	)

Income (loss) from operations		(14,914	)		58,988			(35,713	)		38,179


Net income (loss)	$	(14,914	)	$	58,988		$	(35,713	)	$	38,179

Net income (loss) per share - basic and diluted	$	(0.00	)	$	0.00		$	(0.00	)	$	0.00

Weighted average shares outstanding - basic and diluted		38,181,209			37,990,000			38,086,133			37,990,000

The accompanying notes are an integral part of these financial statements

HIGH DESERT HOLDING CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

	Common Stock				Additional Paid-in		Accumulated			Stockholders' Equity
	Number		Amount		Capital		Deficit			(Deficit)


Balance December 31, 2018		37,990,000	$	37,990	$	1,049,652	$	(1,256,638	)	$	(168,996	)

Net loss		–		–		–		(20,799	)		(20,799	)

Balance March 31, 2019		37,990,000		37,990		1,049,652		(1,277,437	)		(189,795	)

Common stock issued for previously accrued Board of Directors compensation		200,000		200		39,800		–			40,000

Net loss		–		–		–		(14,914	)		(14,914	)

Balance June 30, 2019		38,190,000	$	38,190	$	1,089,452	$	(1,292,351	)	$	(164,709	)





Balance December 31, 2017		37,990,000	$	37,990	$	1,049,652	$	(1,224,169	)	$	(136,527	)

Net loss		–		–		–		(20,809	)	$	(20,809	)

Balance March 31, 2018		37,990,000		37,990		1,049,652		(1,244,978	)		(157,336	)

Net income		–		–		–		58,988			58,988

Balance June 30, 2018		37,990,000	$	37,990	$	1,049,652	$	(1,185,990	)	$	(98,348	)

The accompanying notes are an integral part of these financial statements

HIGH DESERT HOLDING CORP.

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended
	June 30, 2019			June 30, 2018
Cash Flows from Operating Activities

Net loss	$	(35,713	)	$	38,179

Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of equipment		(4,000	)		(82,500	)
Change in accounts payable		3,404			–
Change in prepaid expenses		2,150			–
Change in accrued director fees		20,000			–
Change in related party accounts payable		10,869			(1,768	)

Net cash used in operating activities		(3,290	)		(46,089	)

Cash Flows from Investing Activities
Proceeds from sale of mining equipment		4,000			82,500

Net cash provided by investing activities		4,000			82,500


Net increase in cash		710			36,411

Cash at beginning of the period		363			241

Cash at end of the period	$	1,073		$	36,652

Supplementary Disclosures of Cash Flow Information

Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–

Non-Cash Investing and Financing Activities
Common stock issued for previously accrued Board of Directors compensation	$	40,000		$	–

The accompanying notes are an integral part of these financial statements

HIGH DESERT HOLDING CORP.

Notes to the Financial Statements

June 30, 2019

(Unaudited)

NOTE 1.

GENERAL ORGANIZATION AND BUSINESS

High Desert Holding Corp. (“Company”) was organized in the state of Nevada in September 2013. The Company is a precious and non-precious mineral exploration company. The Company is initially focused on identifying both public and privately held land that have historically demonstrated commercially viable resources primarily located in the Western United States, particularly Nevada.

The Company has a mineral property located in Nevada has not yet determined whether these properties contain a viable resource. Future exploration and development of this and any other properties will be dependent upon the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreements to complete the development of the properties and upon the ability to raise additional capital.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern.

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with the instructions for Form 10-Q and, therefore, do not include all information and footnotes which are normally included in the Company’s Form 10-K. These financial statements reflect all adjustments (consisting of normal recurring items or items discussed herein) that management believes are necessary to fairly state results for the interim periods presented. Results of operations for interim periods are not necessarily indicative of annual results of operations.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and financial instruments which mature within three months of the date of purchase. As of June 30, 2019 and December 31, 2018 the Company did not have any cash equivalents.

Use of Estimates

The preparation of financial statements 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

Loss per Share

The Company computes net loss per share in accordance with GAAP. This requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period under the treasury stock method using the if-converted method. The Company does not currently have any instruments issued and outstanding that are potentially dilutive.

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02 – Leases (Accounting Standards Codification “ASC” Topic 842. Under the new guidance a lessee will be required to recognize assets and liabilities for leases with lease terms more than 12 months, whether that lease be classified as a capital or operating lease. The Company adopted ASC 842 effective January 1, 2019. As of the date of adoption and through June 30, 2019 the Company did not have any non-cancellable contracts containing a lease.

NOTE 3.

GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Since inception, the Company has not identified any proven or probable reserve and correspondingly has not generated any revenue during its exploration stage. This raises substantial doubt about the Company’s ability to continue as a going concern. These financials do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. The Company needs to raise additional funds to continue as a going concern.

NOTE 4.

RELATED PARTY TRANSACTIONS

As of June 30, 2019, and December 31, 2018, we owed Mr. Kersey $11,278 and $409, respectively, for administrative and travel expenses paid on our behalf. Mr. Kersey has agreed to defer repayment of these expenses until the Company’s cash resources significantly increase. In addition to these obligations, the Company incurred director’s fees due to Mr. Kersey totaling $5,000.

During the six months ended June 30, 2019, the Company issued 200,000 shares of restricted and unregistered shares of common stock for the settlement of previously accrued director fees totaling $40,000.

NOTE 5.

EQUIPMENT SALE

During the three and six month periods ended June 30, 2019 and 2018, the Company sold certain mining equipment that had no remaining book value on the date of sale for total cash proceeds of $4,000 and $82,500, respectively. As a result of the sales, the Company recognized a gain of $4,000 and $82,500, respectively, for the three and six months ended June 30, 2019 and 2018 in the accompanying statements of operations.

NOTE 6.

STOCKHOLDERS’ EQUITY

Item 2.

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

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, Unaudited Financial Statements, and Notes to Unaudited Financial Statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations, and financial conditions. All forward-looking statements are based on management's existing beliefs about present and future events outside of management's control and on assumptions that may prove to be incorrect. If any underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected, or intended. We undertake no obligation to publicly update or revise any forward-looking statements to reflect actual results, changes in expectations or events or circumstances after the date this Quarterly Report on Form 10-Q is filed.

When this report uses the words "we," "us," "our," or "HDHC" and the "Company," they refer to High Desert Holding Corp.

Overview

Since our inception in 2013, we have been engaged in the identification, potential acquisition, and on-going exploration of precious and non-precious mineral properties located in the Western United States with an initial emphasis in Nevada. Until May 2015, we did not have patented or unpatented mineral claims and our activities only consisted of initial discussions and due diligence sample testing.

We currently hold ten (10) unpatented mining claims located in Esmeralda County, Nevada, commonly known as "Kibby Flats Property". We also hold fifty (50) unpatented mining claims commonly referred to as the "QR Property" located in Humboldt County, Nevada.

Funding permitted, we expect to devote the majority of our efforts permitting and exploring the QR Property. Since the end of the fiscal year ended December 31, 2016 and through the date of this report, we were unable to commence material field activities due our lack of financial resources.

Results of Operations

Revenues

We have not earned any revenues since our inception and we do not anticipate earning revenues in the near future.

Operating Expenses

For the three and six months ended June 30, 2019 and 2018 we did not incur any exploration costs as a result of our focus on obtaining appropriate funding to begin our planned exploration program. Additionally, we received a refund associated with our QR Claim fees totaling $1,550 during the three months ended June 30, 2018. As our funding permits, we expect to incur increasing exploration costs for at least the next twelve months.

During the three months ended June 30, 2019, our general and administrative costs decreased approximately $4,600 to approximately $19,000 from the prior comparable period of 2018. During the six months ended June 30, 2019 our general and administrative costs decreased by approximately $6,000 from approximately$46,000 incurred in the six month period ended June 30, 2018. These decreases primarily consist of reductions in travel costs incurred. General and administrative expense primarily consists of director fees totaling $10,000 per quarter and professional fees associated with regulatory compliance and facilities costs to maintain our corporate office.

Liquidity and Capital Resources

As of June 30, 2019, the Company had a working capital deficit of approximately $165,000. Nearly all current obligations due, inclusive of $145,000 of director fees, are held by related parties that informally agreed to defer payment until the Company’s financial resources improve (however, they are under no formal obligation to continue to do so).

During the six months ended June 30, 2019 our cash used in operations was due to the Company continuing to incur operating expenses included in our net loss of approximately $36,000.

Our current available capital reserves are not sufficient for the Company to remain operational. We require additional equity and / or debt financing to implement our exploration and other business plans.

Our auditors have issued a "going concern" opinion on our financial statements for the year ended December 31, 2018, meaning that there is substantial doubt we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed one or more financings and implemented our plan of operations. Our sole Officer, and other affiliates, have provided the financial resources to continue as a going concern, however, they have no obligations to do so.

We have achieved success in using shares of our restricted and unregistered shares of common stock in making capital asset acquisitions including mining equipment and mineral properties. We expect to continue to issue shares for certain future capital acquisitions and to compensate certain officers, directors, and other consultants; however, there is no guarantee we will be able to do so at terms favorable to our operating plans or at all.

Critical Accounting Policies

Our Unaudited Financial Statements and Notes to Unaudited Financial Statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses. We continually evaluate the accounting policies and estimates used to prepare the condensed financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our Annual Report on Form 10-K for the year ended December 31, 2018.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company" (as defined by Item 10 of Regulation S-K), the Company is not required to provide the information required by this item.

Item 4.

Controls and Procedures.

Disclosure Controls and Procedures (Item 307)

The Company's management, including its Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of June 30, 2019, the date of the Company's most recently completed fiscal quarter end. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective, as of June 30, 2019, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission rules and forms due to limited segregation of duties, lack of independent directors, and no written internal control procedure manual. The Company plans to address the weaknesses in controls as soon as the Company determines that the financial situation allows the Company to expend its currently limited resources to mitigate the weaknesses in controls.

Changes in Internal Control over Financial Reporting. (Item 308)

There were no material changes in our internal control over financial reporting during the quarter ended June 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors.

As a "smaller reporting company" (as defined by Item 10 of Regulation S-K), the Company is not required to provide the information required by this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

In April 2019, the Company issued 200,000 shares of restricted and unregistered shares of common stock to settle $40,000 of previously accrued Board of Director Fees.

No underwriters were involved in the issuance of the securities noted below. All of the securities issued were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

There were no mining operations during the three-month period ended June 30, 2019.

Item 5.

Other Information.

None.

Item 6.

Exhibits.

The following exhibits are filed with this Quarterly Report on Form 10-Q.

Number	Description
31.1	Certification of Mark A. Kersey, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Mark A. Kersey, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Mark A. Kersey, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Mark A. Kersey, 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.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

__________________

* This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.

** XBRL (Extensible Business Reporting Language) information (i) is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, (ii) is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and (iii) otherwise is not subject to liability under these sections.

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.

	HIGH DESERT HOLDING CORP.

Dated: August 19, 2019	By:	/s/ Mark A. Kersey
	Name:	Mark A. Kersey
	Title:	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director (Principal Executive, Financial and Accounting Officer)