10-Q 1 bmei10q04302010.htm BEARING MINERAL EXPLORATION, INC. FORM 10-Q FOR 04-30-2010 bmei10q04302010.htm
 
 


 
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, 2010
   
OR
 
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-156368

BEARING MINERAL EXPLORATION, INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

92 Wishing Well Drive
Toronto, Ontario
CANADA, M1T 1J4
 (Address of principal executive offices, including zip code.)

(416) 816-6219
(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 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 the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [   ]                                                                Accelerated filer   [   ]

Non-accelerated filer     [   ]                                                                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 [ X ]   NO [  ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5,968,750 as of June 3, 2010.
 
 


 
 

 
 

 

PART I – FINANCIAL INFORMATION




ITEM 1.
FINANCIAL STATEMENTS

 
Balance Sheets (Unaudited)
F-2
 
Statements of Expenses (Unaudited)
F-3
 
Statements of Cash Flows (Unaudited)
F-4
 
Notes to Financial Statements
F-5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
2

 


Bearing Mineral Exploration, Inc.
(An Exploration Stage Company)
Balance Sheet (Unaudited)


   
April 30,
 2010
   
October 31,
 2009
 
             
ASSETS
           
             
Current Assets
           
Cash
  $ 4,818     $ 16,399  
Prepaid Expense
    -       498  
                 
                 
Total Assets
  $ 4,818     $ 16,897  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Current Liabilities
               
Accounts payable
    956       129  
Accrued liabilities
    -       5,000  
Advance from shareholder
    25,000       15,000  
                 
Total Liabilities
  $ 25,956     $ 20,129  
                 
Stockholders’ Equity
               
                 
Common stock
               
75,000,000 shares authorized, with a $0.001 par value,
               
5,968,750 shares issued and outstanding
  $ 5,969     $ 5,969  
Additional paid-in capital
    35,044       35,044  
Deficit accumulated during exploration stage
    (62,151 )     (44,245 )
                 
Total Stockholders’ Equity
    (21,138 )     (3,232 )
                 
Total Liabilities and Stockholders’ Equity
  $ 4,818     $ 16,897  
                 
 



The accompanying notes are an integral part of these financial statements

F-2

 
3

 

Bearing Mineral Exploration, Inc.
(An Exploration Stage Company)
Statement of Expenses (Unaudited)

   
 
 
 
 Three Months
 Ended
 April 30
   
 
 
 
Six Months
 Ended
April 30
   
For the period from June 11, 2008
(date of inception)
to April 30
 
   
2010
   
2009
   
2010
   
2009
   
2010
 
                               
EXPENSES
                             
                               
    General and administrative expenses
  $ 6,300     $ 2,022     $ 17,906     $ 19,815     $ 57,355  
Mineral property costs
    -       -       -       -       4,796  
Total Expenses
    6,300       2,022       17,906       19,815       62,151  
                                         
Net Loss
  $ (6,300 )   $ (2,022 )   $ (17,906 )   $ (19,815 )   $ (62,151 )
                                         
Loss Per Share:
                                       
                                         
    Basic and Diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
Weighted Average Number of Shares Outstanding
                                       
                                         
    Basic and Diluted
    5,968,750       5,968,750       5,968,750       5,968,750          
                                         



 



The accompanying notes are an integral part of these financial statements

F-3

 
4

 
 

Bearing Mineral Exploration, Inc.
(An Exploration Stage Company)
Statements of Cash Flows (Unaudited)

   
Six Months Ended
 April 30,
   
For the Period From
 June 11, 2008
(date of inception)
to April 30,
 
   
2010
   
2009
   
2010
 
                   
                   
CASH FROM OPERATING ACTIVITIES:
                 
                   
Net loss
  $ (17,906 )   $ (19,815 )   $ (62,151 )
                         
Changes in operating assets and liabilities
                       
                         
Accounts payable and accrued liabilities
    (4,173 )     (8,131 )     956  
Prepaid expenses
    498       -       -  
                         
Net Cash Used in Operating Activities
    (21,581 )     (27,946 )     (61,195 )
                         
CASH FROM FINANCING ACTIVITIES:
                       
                         
Net advances from shareholder
    10,000       4,492       25,000  
Proceeds from issuance of common stock
    -       -       41,013  
                         
Net Cash from Financing Activities
    10,000       4,492       66,013  
                         
Net increase (decrease) in Cash
    (11,581 )     (23,454 )     4,818  
                         
Cash, Beginning
    16,399       38,117        
                         
Cash, Ending
  $ 4,818     $ 14,663     $ 4,818  
                         


 


The accompanying notes are an integral part of these financial statements


F-4

 
5

 

Bearing Mineral Exploration, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
April 30, 2010

1.     Nature and Continuance of Operations

Bearing Mineral Exploration, Inc. (“the Company”) was incorporated in Nevada on June 11, 2008. The Company is an Exploration Stage Company, as defined by ASC 915-10 “Accounting and Reporting by Development Stage Enterprises”. The Company’s business plan is to acquire, explore and develop mineral properties and ultimately seek out earnings by exploiting mineral claims. The Company has not determined whether the mining claims contain ore reserves that are economically recoverable.

2.     Basis of Presentation

The accompanying unaudited interim financial statements of Bearing Mineral Exploration, Inc. 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 the Company’s October 31, 2009 Annual Financial Statements 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 period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period ended October 31, 2009, as reported in the Form 10-K, have been omitted.
 
3.     Recent Issued Accounting Pronouncements
 
The company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operating, financial position or cash flows.

4.     Going Concern

As of April 30, 2010, the Company has never generated any revenues and has accumulated losses of $62,151 since inception.   The Company has limited cash resources and will likely require new financing, either through issuing shares or debt, to continue the development of its business.  Management intends to offer additional common stock; however, there can be no assurance that management will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. 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 the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

5.     Related Party Transactions

As of April 30, 2010, our President is owed $25,000 for additional working capital and was repaid $508 previously advanced.  The amount due is unsecured, non-interest bearing and due on demand.

6.     Subsequent Events

Subsequent to the end of the period, on May 31, 2010, the Letter of  Intent with vLinx, Inc. expired and the time frame in which both parties were to negotiate the terms of the transaction was not extended and the Company has no intention of renegotiating the terms.  The Company is now seeking other business opportunities.


F-5

 
6

 


ITEM 2.              MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance.  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 that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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.  All references to “common shares” refer to the common shares in our capital stock.

As used in this quarter report the terms “we”, “us”, “our”, and the “Company” means Bearing Mineral Exploration, Inc., unless otherwise indicated.

General

We were incorporated in the State of Nevada on June 11, 2008. We are a start –up, exploration stage corporation and have not yet realized any revenues form our business operations.  Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we will need to raise cash from sources other than the sale of minerals found on our property.

Our original plan of operation was to conduct exploration activities on one claim located in the Province of Newfoundland, Canada; herein referred to as the Collins Lake property. Our exploration target was to find an ore body containing gold.  To date we have not performed any work on the property. We are presently in the exploration stage and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility. We have not yet generated or realized any revenues from our business operations.
 
    We had cash resources of $4,818 as at April 30, 2010.  We currently do not have sufficient funds to continue with our exploration program as we will continue to incur administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents. If we wish to continue with our exploration program, we will try to raise additional funds from a public offering, a private placement or loans.  At the present time, we have not made any plans to raise additional money and there is no assurance that we will be able to raise additional money in the future.  If we need additional cash and cannot raise it we will wither have to suspend operations until we do raise the case, or cease operations entirely.
 
Due to our failure to commence exploration work on the property, we have been exploring alternative business opportunities.
 
 
 
7

 

 
On March 15, 2010, we entered into a Letter of Intent with vLinx, Inc.  whereby we agreed to complete an Agreement and Plan of Merger and Reorganization (the “Definite Agreement”)  to acquire 100% of the outstanding equity securities of vLinx, Inc. subject to us:
 
                1.   Completing our due diligence to our sole satisfaction as to the business and market viability of the intellectual property and assets of the Company;
 
2.   Issuing 25,000,000 post-split restricted shares of common stock to the shareholders of vLinx on a pro-rata basis of the shares held in vLinx.

3.   Cancelling the 9,274,005 post-split restricted shares of common stock currently held by our current President and director.

4.   Completing a private placement of not less than $2,500,000 at a price of not less than $0.50 per share.

5.    Replacing our board of directors with individuals designated by vLinx, Inc.,

on or before May 31, 2010.
 
The Letter of  Intent expired and the time period in which both parties were to negotiate the terms of the transaction was not extended and the Company has no intention of renegotiating the terms.  The Company is now seeking other business opportunities.

Plan of Operations

       Our original plan of operation was to conduct exploration activities on one claim located in the Province of Newfoundland, Canada; herein referred to as the Collins Lake property. Our exploration target was to find an ore body containing gold.
 
    We currently do not have sufficient funds to continue with our exploration program as we will continue to incur administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents. If we wish to continue with our exploration program, we will try to raise additional funds from a public offering, a private placement or loans.  At the present time, we have not made any plans to raise additional money and there is no assurance that we will be able to raise additional money in the future.  If we need additional cash and cannot raise it we will wither have to suspend operations until we do raise the case, or cease operations entirely.
 
Due to our failure to commence exploration work on the property, we have been exploring alternative business opportunities.

On March 15, 2010, we entered into a Letter of Intent with vLinx, Inc.  whereby we agreed to complete an Agreement and Plan of Merger and Reorganization (the “Definite Agreement”)  to acquire 100% of the outstanding equity securities of vLinx, Inc.
 
Subsequent to the end of the period, on May 31, 2010, the Letter of  Intent expired and the time period in which both parties were to negotiate the terms of the transaction was not extended and the Company has no intention of renegotiating the terms.  The Company is now seeking other business opportunities.

Limited Operating History; Need for Additional Capital

       There is limited historical financial information about Bearing Mineral Exploration, Inc. upon which to base an evaluation of our performance.  We are an exploration stage corporation and have not generated any revenues from operations.  We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible delays in the exploitation of the business opportunities.
 
 
 
8

 
 

To become profitable and competitive, we will conduct research and exploration of our claim before we start production of any minerals we may find.

If additional capital is required we will raise funds by issuing debt and/or equity securities although we have no current arrangements or agreements to such financings at this time. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

Results of Activities

From Inception on June 11, 2008 to April 30, 2010 and for the Six months ended April 30, 2010 Compared to April 30, 2009

       We had a net loss of $17,906 for the six months ended April 30, 2010, compared to a net loss of $19,815 for the six month period ended April 30, 2009.  The change is explained below.

       Operating Expenses:  Operating expenses were $17,906 and $19,815 for the six month period ended April 30, 2010 and 2009, respectively.  The decrease of $1,909 in operating expenses was primarily due to a decrease in legal fees ($12,200) offset by an increase of $1,495 in general and administrative expenses and $8,796 in transfer agent and filing fees.

We acquired the right to conduct exploration activity on one mineral claim consisting of nine Online Mineral Claims Staking cells, collectively referred to as the Collins Lake property.  The Collins Lake property is located in central Newfoundland, Canada.  We do not own any interest in the property, but merely have the right to conduct exploration activities on one property.

We commissioned Richard Jeanne, Consulting Geologist to prepare a proposed exploration work program.  We have not commenced our exploration work program and we currently do not have sufficient funds to proceed with Phase 1 or Phase 2 and will need to raise additional capital from a public offering, a private placement or loans.

Net cash from the sale of shares since inception on June 11, 2008 to April 30, 2010 was $ 41,013.  Since inception we have used our common stock to raise money for the property title acquisition, for corporate expenses and to repay outstanding indebtedness.

Since inception, our President advanced a total of $25,000 for additional working capital.  This advance will need to be repaid once funds become available.  There can be no assurance that he will continue to advance funds as required or that methods of financing will be available or accessible on reasonable terms.  If additional capital is required we will raise the funds by issuing debt and/or equity securities although we have no current arrangements to such financings at this time.

    We are an exploration stage company and are in the early stages of developing our products and services. As of the date of this report, we have not conducted exploration activities on our property or generated any revenues.  As a result, we have generated significant operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future as we attempt to expand our infrastructure and development activities. Our ability to continue may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses. These conditions could further impact our business and have an adverse effect on our financial position, results of operations and/or cash flows.
 
       We intend to raise the capital by issuing debt and/or securities.

Liquidity and Capital Resources

As of the date of this report, we have yet to generate any revenues from our business operations.
 
 
 
9

 
 

On June 17, 2008, we issued 3,300,000 restricted shares of common stock to Gerhard Schlombs; our sole officer and director in consideration of $3,300, pursuant to Regulation S of the Securities Act of 1933 in that the sale took place outside of the United States of America and Mr. Schlombs in a non-US person.

       On September 19, 2008 we completed a private placement of 2,590,000 shares of common stock to 23 investors in consideration of $25,900.   The shares were issued as restricted securities pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933 in that all sales took place outside of the United States of America and all purchasers were non-US persons.

       On October 6, 2008 we completed a private placement of 78,750 shares of common stock to 10 investors in consideration of $11,813.   The shares were issued as restricted securities pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933 in that all sales took place outside of the United States of America and all purchasers were non-US persons.

As of April 30, 2010 we had $4,818 in total current assets and total current liabilities of $25,956 for a working capital deficit of $21,138 compared to $14,663 in total assets and total liabilities of $ 5,107 for the six month period ended April 30, 2009. Total liabilities were comprised of general and administrative expenses, and the loan payable to our President; Mr. Schlombs.

We do not believe we have sufficient funds to meet our cash requirements for the next twelve months, as we have yet to commence operations, and have not generated any revenues there can be no assurance that we can generate significant revenues from operations.  During the next twelve months, we expect to incur indebtedness for administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing.

We will require additional working capital, as we currently have inadequate capital to fund all of our business strategies which could severely limit our operations. To date our President has advanced a total of $25,000 for additional working capital but there can be no assurance that he will continue to advance funds as required.  At the present time, we have not made any arrangements to raise additional cash.  If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Critical Accounting Policies

There have been no material changes in our existing accounting policies and estimates from the disclosures included in our Form 10-K.


ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



 
10

 


ITEM 4.
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are not effective since the following material weaknesses exist:

(i)  
The Company’s management is relying on external consultants for purposes of preparing its financial reporting package and may not be able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure document.

(ii)  
As the Company is governed by one officer who is also a director, there is an inherent lack of segregation of duties and lack of independent governing board.

       The foregoing material weaknesses identified in our disclosure controls and procedures were identified in November 2009, by our external consultants responsible for the preparation of our financial reporting package. The aforementioned material weaknesses did not impact our financial reporting or result in a material misstatement of our financial statements.  As of April 30, 2010 we have not taken action to correct the material weaknesses identified in our disclosure controls and procedures.

Once the Company has sufficient personnel available, our Board of Directors will nominate an audit committee and audit committee financial expert and we will appoint additional personnel to assist with the preparation of our financial statements; which will allow for proper segregation of duties as well as additional manpower for proper documentation.

Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting during the quarter ended January 31, 2010 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

    We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceedings or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 2.                   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

    None.

ITEM 3.                   DEFAULTS UPON SENIOR SECURITIES

    None.
 
 
 
11

 
 


ITEM 4.                   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    None.


ITEM 5.                   OTHER INFORMATION

     None.
 
 
ITEM 6.                   EXHIBITS
 
The following documents are included herein:

Exhibit No.
Document Description
   
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
 
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

 
 
 
 
 
 
 
 

 

 
12

 



SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 3rd day of June 2010.



 
 
 
BEARING MINERAL EXPLORATION, INC.
(Registrant)
 
 
BY:
 
 
 
 
 
 
GERHARD SCHLOMBS
Gerhard Schlombs
President, Principal Executive and Principal Financial Officer,
Treasurer/Secretary, Principal Accounting Officer,  and member
of the Board of Directors
     

 
 
 
 
 
 
 

 
 

 
13

 

 
EXHIBIT INDEX

Exhibit No.
Document Description
   
31.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
 
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
14