10-Q 1 form10q.htm QUARTERLY REPORT FOR THE PERIOD ENDED APRIL 30, 2008 Filed by sedaredgar.com - Denia Enterprises Inc. - Form 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2008

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from _________to ________

Commission File No. 333-132584

DENIA ENTERPRISES INC.
(Exact name of registrant as specified in its charter)

Nevada 41-21333756
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

41 Beauford Lane, Palm Coast, Florida 32137
(Address of principal executive offices) (zip code)

386-864-8831
(Registrant’s telephone number, including area code)

1802 N. Carson Street Carson City, Nevada 89701
(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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer      [   ] Accelerated filer [   ]
Non-accelerated filer  [   ] Smaller reporting company [ X ]
(Do not check if a smaller reporting company)      

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of securities under a plan confirmed by a court. Yes¨ No¨

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: As of June 18, 2008, there were 8,540,000 shares of common stock, par value $0.001, outstanding.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

F-1

DENIA ENTERPRISES INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

April 30, 2008

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTE TO THE FINANCIAL STATEMENTS


F-2
 
DENIA ENTERPRISES INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)

    April 30,     January 31,  
    2008     2008  
             
ASSETS    
             
CURRENT            
   Prepaid expenses $  -   $  500  
             
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT   
             
CURRENT            
   Accounts payable and accrued liabilities $  23,224   $  16,983  
   Due to related party   15,256     9,643  
             
    38,480     26,626  
             
             
STOCKHOLDERS’ DEFICIT            
Capital stock            
     Authorized            
           75,000,000 common shares, $0.001 par value,            
     Issued and outstanding            
           8,540,000 common shares (Jan 31, 2008 – 8,540,000 shares)   8,540     8,540  
Additional paid in capital   25,260     25,260  
Deficit accumulated during the exploration stage   (72,280 )   (59,926 )
             
    (38,480 )   (26,126 )
             
  $  -   $  500  

The accompanying note is an integral part of these financial statements


F-3
 
 
DENIA ENTERPRISES INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

                Cumulative  
    Three months     Three months     From March 10,  
    ended     ended     2004 (Inception)  
    April 30,     April 30,     to April 30,  
    2008     2007     2008  
                   
EXPENSES                  
   Accounting and audit fees $  6,338   $  -   $  31,346  
   Consulting   -     -     5,000  
   Legal fees   -     -     6,000  
   Management fees   -     -     7,000  
   Mineral property costs   -     -     1,300  
   Office and administration expenses   6,016     -     11,137  
   Transfer agent   -     -     10,497  
                   
NET LOSS $  (12,354 ) $  -   $  (72,280 )
                   
LOSS PER SHARE – BASIC AND DILUTED $  (0.00 ) $  0.00        
                   
WEIGHTED AVERAGE NUMBER OF SHARES                  
OUTSTANDING – BASIC AND DILUTED   8,540,000     8,540,000        

The accompanying note is an integral part of these financial statements


F-4
 
 
DENIA ENTERPRISES INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

                Cumulative  
    Three months     Three months     From March 10,  
    ended     ended     2004 (Inception)  
    April 30,     April 30,     to April 30,  
    2008     2007     2008  
                   
CASH FLOWS FROM OPERATING                  
ACTIVITIES                  
   Net loss $  (12,354 ) $  -   $  (72,280 )
   Item not requiring use of cash                  
         Mineral property costs   -     -     300  
   Change in non-cash working capital balance                  
   related to operations                  
         Prepaid expenses   500     -     -  
         Accounts payable and accrued                  
         liabilities   6,241     -     23,224  
                   
Net cash used in operations   (5,613 )   -     (48,756 )
                   
CASH FLOWS FROM FINANCING                  
ACTIVITIES                  
   Proceeds on sale of common stock   -     -     33,500  
   Due to related party   5,613     -     15,256  
                   
Net cash flows from financing activities   -     -     48,756  
                   
INCREASE IN CASH   -     -     -  
                   
CASH, BEGINNING   -     -     -  
                   
CASH , ENDING $  -   $  -   $  -  
                   
                   
SUPPLEMENTAL CASH FLOW                  
INFORMATION:                  
     Cash paid for interest $  -   $  -   $  -  
                   
     Cash paid for income taxes $  -   $  -   $  -  

The accompanying note is an integral part of these financial statements

F-5

Note 1 Basis of Presentation
   
  Unaudited Interim Financial Statements
   
The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles ("US GAAP") for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended January 31, 2008 included in the Company's annual report filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended April 30, 2008 are not necessarily indicative of the results that may be expected for the year ending January 31, 2009.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward Looking Statements

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

  • risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;
  • results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with our expectations;
  • mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production;
  • the potential for delays in exploration or development activities or the completion of feasibility studies;
  • risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;
  • risks related to commodity price fluctuations;
  • the uncertainty of profitability based upon our history of losses;
  • risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects;
  • risks related to environmental regulation and liability;
  • risks that the amounts reserved or allocated for environmental compliance, reclamation, post- closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;
  • risks related to tax assessments;
  • political and regulatory risks associated with mining development and exploration; and
  • other risks and uncertainties related to our prospects, properties and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.

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As used in this quarterly report, the terms “we”, “us”, “our”, the “Company” and “Denia” mean Denia Enterprises Inc., unless otherwise indicated.

Our Current Business

We were incorporated as Denia Enterprises Inc. under the laws of Nevada on March 10, 2004. We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We previously held a 100% undivided right, title and interest in and to three mineral claims, known as the “Julie Group” mineral claims which are located in the Nicola Mining Division of the Province of British Columbia, Canada. During the fiscal year ended January 31, 2008 we were unsuccessful in finding any commercially exploitable mineral deposits on our mineral claims and all of our mineral claims were permitted to lapse. We are presently an exploration stage company that has not yet generated or realized any revenues from our business operations. Our company does not currently own any property interests. We intend to continue to seek mineral properties for exploration. We have no history of revenues from operations and have no significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and must be considered in the development stage. The success of our company is significantly dependent on a successful acquisition, drilling, completion and production program or the purchase of an existing producing asset.

Recent Corporate Developments

Since the commencement of our fiscal quarter ended April 30, 2008, we experienced the following significant corporate developments:

  1.

On June 16, 2008 our sole executive officer and director Norm Dority resigned as Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, and director. Mr. Dority’s resignation was not as a result of any disagreements with the Company’s operations, policies or practices. Also on June 16, 2008, J. Michael Ator was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer and sole member of the board of directors, to fill the vacancy created by Mr. Dority’s departure. Mr. Ator is self-employed as the principal of Ator’s Consulting. Ator’s Consulting is a private company that provides financial consulting services for small companies. Mr. Ator has also served as Chief Financial Officer of AVT, Inc., a private company based in Corona, California from December 2006 to May 30, 2008. Mr. Ator has received an MBA from the University of Phoenix in 2007.

RESULTS OF OPERATIONS

The following is a discussion and analysis of our results of operation for the three month period ended April 30, 2008, and the factors that could affect our future financial condition. This discussion and analysis should be read in conjunction with our unaudited financial statements and the notes thereto included elsewhere in this quarterly report. Our financial statements are prepared in accordance with United States generally accepted accounting principles. All references to dollar amounts in this section are in United States dollars unless expressly stated otherwise.

Three Month Summary

    Three Months Ended  
    April,  
    2008     2007  
Revenue $  -   $  -  
General and Administrative Expenses $ 12,354     -  
Net Loss $ 12,354   $  -  

Revenue

We have had no operating revenues for the three month period ended April 30, 2008 and 2007. We anticipate that we will not generate any revenues until we generate additional financing to support our planned operations and locate a prospective property through which we can pursue our plan of operation.

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Operating Costs and Expenses

The major components of our expenses for the quarter are outlined in the table below:

  Three Months Ended    
    April 30,  
                                                                                                                    2008       2007  
Office and Administrative Fees $  6,016   $  -  
Legal Fees   -     -  
Accounting and Audit Fees   6,338     -  
Total Expenses $ 12,354   $  -  

Operating Expenses

The increase in office and administrative fees for the three month period ended April 30, 2008 was due to the fact that we had an increase in office and administration fees and an increase in professional fees associated with our reporting obligations under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

Working Capital




Three Months
Ended April 30,
2008

Year Ended
January 31,
2008
Current Assets $ - $ 500
Current Liabilities   38,480   26,626
Working Capital Deficiency $ (38,480 ) $ (26,126 )
 
Cash Flows


 



Three Months
Ended
April 30, 2008



Three Months
Ended
April 30, 2007
Cash used in Operating Activities $ 5,613 $ -
Cash used by Investing Activities   -   -
Cash provided by Financing Activities   5,613   -
Net Decrease in Cash $ - $ -

We had no cash on hand and a working capital deficiency of $38,480 as of April 30, 2008. We anticipate that we will incur approximately $29,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our full business plan.

Cash Used In Operating Activities

We used cash in operating activities in the amount of $5,613 during the three month period ended April 30, 2008 and $nil during the three month period ended April 30, 2007. Cash used in operating activities was funded by cash from financing activities.

Cash From Investing Activities

No cash was used or provided in investing activities during the three month period ended April 30, 2008.

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Cash from Financing Activities

We generated cash from financing activities in the amount of $5,613 during the three month period ended April 30, 2008 compared to $Nil during the three month period ended April 30, 2007. Cash generated by financing activities is attributable to loans provided by our sole director and officer of our company. The loans are unsecured, non-interest bearing and have no specific terms of repayment.

Going Concern

The audited financial statements accompanying our annual report on Form 10-KSB for the year ended January 31, 2008 have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at April 30, 2008, our company has accumulated losses of $72,280 since inception. As we do not have sufficient funds for our planned operations, we will be required to raise additional funds for operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended January 31, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Risks and Uncertainties

We currently do not generate revenues, and as a result, we face a high risk of business failure.

We do not hold an interest in any business or revenue generating property. From the date of our incorporation, we have primarily focused on the location and acquisition of mineral properties. We have not generated any revenues to date. In order to generate revenues, we will incur substantial expenses in the evaluation of joint venture opportunities. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our activities, our entire business may fail. There is no history upon which to base any assumption as to the likelihood that we will be successful in our plan of operation, and we can provide no assurance to investors that we will generate any operating revenues or achieve profitable operations.

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If we do not obtain additional financing, our business plan will fail.

We will need to obtain additional financing in order to complete our business plan. As of April 30, 2008, we had no cash on hand and a working capital deficiency of $38,480. Our business plan calls for significant expenses in connection with the acquisition of mineral claims. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market price of gold and other base metals. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

Because we have only recently commenced business operations, we face a high risk of business failure and this could result in a total loss of your investment.

We have not begun the initial stages of exploration of our mineral claims, and thus have no way to evaluate the likelihood whether we will be able to operate our business successfully. We were incorporated on March 10, 2004, and to date have been involved primarily in organizational activities, evaluating resource projects and staking mineral claims. We have not earned any revenues and have not achieved profitability as of the date of this annual report. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will likely fail and you will lose your entire investment.

We have yet to attain profitable operations and because we will need additional financing to fund our exploration activities, our accountants believe there is substantial doubt about our company’s ability to continue as a going concern.

We have incurred a net loss of $72,280 for the period from March 10, 2004 (inception) to April 30, 2008, and have no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our mineral claim. These factors raise substantial doubt that we will be able to continue as a going concern.

Our financial statements included with our annual report on Form 10-KSB for the year ended January 31, 2008 have been prepared assuming that we will continue as a going concern. Our auditors have made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial statements for the year ended January 31, 2008. If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected.

Even if we discover commercial reserves, we may not be able to successfully obtain commercial production.

Even if we are successful in acquiring an interest in a property that has proven commercial reserves of minerals, we will require significant additional funds in order to place the property into commercial production. We can provide no assurance to investors that we will be able to obtain the financing necessary to extract such reserves. Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. In the course of carrying out exploration of our mineral claims, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. We currently have no such insurance nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment.

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If we do not find a joint venture partner for the continued development of our mineral claims, we may not be able to advance the exploration work.

We may try to enter into a joint venture agreement with a partner for the further exploration and possible production of any acquired mineral claims. We would face competition from other junior mineral resource exploration companies if we attempt to enter into a joint venture agreement with a partner. The possible partner could have a limited ability to enter into joint venture agreements with junior exploration programs and will seek the junior exploration companies who have the properties that they deem to be the most attractive in terms of potential return and investment cost. In addition, if we entered into a joint venture agreement, we would likely assign a percentage of our interest in the mineral claims to the joint venture partner. If we are unable to enter into a joint venture agreement with a partner, we may fail and you will lose your entire investment.

Because our executive officer has no experience in mineral exploration and does not have formal training specific to the technicalities of mineral exploration, there is a higher risk that our business will fail.

Our executive officer has no experience in mineral exploration and does not have formal training as a geologist or in the technical aspects of management of a mineral exploration company. As a result of this inexperience, there is a higher risk of our being unable to complete our business plan for the exploration of our mineral claims. With no direct training or experience in these areas, our management may not be fully aware of many of the specific requirements related to working within this industry. Our decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, the lack of training and experience of our management in this industry could result in management making decisions that could result in a reduced likelihood of our being able to locate commercially exploitable reserves on our mineral claims with the result that we would not be able to achieve revenues or raise further financing to continue exploration activities. In addition, we will have to rely on the technical services of others with expertise in geological exploration in order for us to carry out any exploration programs. If we are unable to contract for the services of such individuals, it will make it difficult and maybe impossible to pursue our business plan. There is thus a higher risk that our operations, earnings and ultimate financial success could suffer irreparable harm and our business will likely fail and you will lose your entire investment.

Because of the fiercely competitive nature of the mining industry, we may be unable to maintain or acquire attractive mining properties on acceptable terms which will materially affect our financial condition.

The mining industry is competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all. Consequently, our revenues, operations and financial condition could be materially adversely affected.

We have not paid any dividends and do not foresee paying dividends in the future.

Payment of dividends on our common stock is within the discretion of the board of directors and will depend upon our future earnings, our capital requirements, financial condition and other relevant factors. We have no plan to declare any dividends in the foreseeable future.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and the FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a

9

transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the National Association of Securities Dealers believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The National Association of Securities Dealers’ requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures at April 30, 2008, which is the end of the period covered by this report. This evaluation was carried out by our principal executive officer and our principal financial officer. Based on this evaluation, our principal executive officer and our principal financial officer have concluded that the design and operation of our disclosure controls and procedures are effective as at the end of the period covered by this report.

There were no changes in our internal control over financial reporting during the fiscal quarter ended April 30, 2008 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS.

Not Applicable.

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 SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

Exhibit  
Number Description
   
3.1 Articles of Incorporation (incorporated by reference from our Form SB-2 Registration Statement, filed on March 20, 2006)
3.2 Bylaws (incorporated by reference from our Form SB-2 Registration Statement, filed on March 20, 2006)
10.1 Mineral Property Purchase Agreement dated January 18, 2006 (incorporated by reference from our Form SB-2 Registration Statement, filed on March 20, 2006)
14.1 Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB, filed April 30, 2008
31.1* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

* Filed herewith.

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.

DENIA ENTERPRISES INC.
   
   
By /s/ J. Michael Ator                                                                                         
  J. Michael Ator
  President, Chief Executive Officer and Chief Financial Officer
  (Principal Executive Officer, Principal Accounting Officer
  and Principal Financial Officer)
   
Date: June 19, 2008