10-Q 1 g4066.txt QTRLY REPORT FOR THE QTR ENDED 3-31-10 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010 Commission File Number 333-152330 MONDAS MINERALS CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 13983 West Stone Avenue Post Falls, ID 83854 (Address of principal executive offices, including zip code) Telephone 1-208-964-0755 Facsimile 1-678-669-7952 (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: 2,500,000 shares as of May 11, 2010 ITEM 1. FINANCIAL STATEMENTS The un-audited quarterly financial statements for the period ended March 31, 2010, prepared by the company, immediately follow. 2 Mondas Minerals Corp. (An exploration stage company) Balance Sheets

(Unaudited) Period ended As of March 31, June 30, 2010 2009 -------- -------- ASSETS Current Assets Cash $ 21,454 $ 616 -------- -------- TOTAL CURRENT ASSETS 21,454 616 LIABILITIES Current Liabilities Accounts Payable $ -- $ 80 Loan from Director 13,000 4,500 -------- -------- TOTAL CURRENT LIABILITIES 13,000 4,580 -------- -------- STOCKHOLDERS' EQUITY 100,000,000 Common Shares Authorized at $0.0001 par value 2,500,000 and 1,500,000 common shares issued and outstanding at March 31, 2010 and June 30, 2009, respectively 250 150 Additional Paid in Capital 39,750 14,850 Deficit Accumulated during Exploration Stage (31,546) (18,964) -------- -------- TOTAL STOCKHOLDERS' EQUITY 8,454 (3,964) -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 21,454 $ 616 ======== ========

The accompanying notes are an integral part of these financial statements. 3 Mondas Minerals Corp. (An exploration stage company) Statements of Operations

From (Unaudited) (Unaudited) (Unaudited) (Unaudited) Inception on 3 months ended 3 months ended 9 months ended 9 months ended April 25, 2008 March 31, March 31, March 31, March 31, March 31, 2010 2009 2010 2009 2010 ---------- ---------- ---------- ---------- ---------- REVENUE $ -- $ -- $ -- $ -- $ -- ---------- ---------- ---------- ---------- ---------- EXPENSES General and Administrative 3,602 2,616 12,582 9,714 24,546 ---------- ---------- ---------- ---------- ---------- Total Expenses 3,602 2,616 12,582 9,714 24,546 ---------- ---------- ---------- ---------- ---------- OTHER INCOME (EXPENSES) Recognition of an Impairment Loss (Mineral Claims) -- -- -- -- 7,000 ---------- ---------- ---------- ---------- ---------- INCOME Income (Loss) Before Income Taxes (3,602) (2,616) (12,582) (9,714) (31,546) ---------- ---------- ---------- ---------- ---------- Provision For Income Taxes -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ (3,602) $ (2,616) $ (12,582) $ (9,714) $ (31,546) ========== ========== ========== ========== ========== Basic & Diluted (Loss) per Common Share (0.00) (0.00) (0.01) (0.01) ---------- ---------- ---------- ---------- Weighted Average Number of Common Shares 2,200,000 1,500,000 1,729,927 1,500,000 ---------- ---------- ---------- ----------

The accompanying notes are an integral part of these financial statements. 4 Mondas Minerals Corp. (An exploration stage company) Statements of Stockholders' Equity (Deficiency) From Inception April 25, 2008 to March 31, 2010

Deficit Accumulated Common Stock During -------------------- Paid in Exploration Total Shares Amount Capital Stage Equity ------ ------ ------- ----- ------ Balance at Inception on April 25, 2008 -- $ -- $ -- $ -- $ -- ---------- ------- -------- --------- --------- Common Shares issued to founders @ $0.01 per share, (par value $0.0001) on May 13, 2008 1,500,000 150 14,850 15,000 Net loss for the period from inception on April 25, 2008 to June 30, 2008 (audited) (7,000) (7,000) ---------- ------- -------- --------- --------- Balance, June 30, 2008 1,500,000 150 14,850 (7,000) 8,000 ========== ======= ======== ========= ========= Net loss for the year ending June 30, 2009 (11,964) (11,964) ---------- ------- -------- --------- --------- Balance, June 30, 2009 1,500,000 150 14,850 (18,964) (3,964) ========== ======= ======== ========= ========= Net loss for the quarter ending September 30, 2009 (unaudited) (5,655) (5,655) ---------- ------- -------- --------- --------- Balance, September 30, 2009 1,500,000 150 14,850 (24,619) (9,619) ========== ======= ======== ========= ========= Net loss for the quarter ending December 31, 2009 (unaudited) (3,325) (3,325) ---------- ------- -------- --------- --------- Balance, December 31, 2009 1,500,000 150 14,850 (27,944) (12,944) ========== ======= ======== ========= ========= Common Shares issued to 26 individules @ $0.025 per share, (par value $0.0001) on January 27, 2010 1,000,000 100 24,900 25,000 ---------- ------- -------- --------- --------- Net loss for the quarter ending March 31, 2010 (unaudited) (3,602) (3,602) ---------- ------- -------- --------- --------- Balance, March 31, 2010 2,500,000 $ 250 $ 39,750 $ (31,546) $ 8,454 ========== ======= ======== ========= =========

The accompanying notes are an integral part of these financial statements. 5 Mondas Minerals Corp. (An exploration stage company) Statements of Cash Flows

From (Unaudited) (Unaudited) Inception on 9 months ended 9 months ended April 25, 2008 March 31, March 31, March 31, 2010 2009 2010 -------- -------- -------- OPERATING ACTIVITIES Net Income (Loss) $(12,582) $ (9,714) $(31,546) Accounts Payable (80) 1,500 -- Impairment of Mineral Rights -- -- 7,000 -------- -------- -------- NET CASH FROM (USED IN) OPERATING ACTIVITIES (12,662) (8,214) (24,546) ======== ======== ======== FINANCING ACTIVITIES Common Shares Issued to Founders @ $0.01 Per Share -- -- 15,000 Common Shares Issued to Individuals @ $0.025 Per Share 25,000 -- 25,000 Loan from Director 8,500 2,000 13,000 -------- -------- -------- NET CASH FROM FINANCING ACTIVITIES 33,500 2,000 53,000 ======== ======== ======== INVESTING ACTIVITIES Mineral rights -- -- (7,000) -------- -------- -------- NET CASH FROM (USED IN) INVESTING ACTIVITIES -- -- (7,000) ======== ======== ======== Net Change in Cash 20,838 (6,214) 21,454 CASH AT BEGINNING OF PERIOD 616 8,000 -- -------- -------- -------- CASH AT END OF PERIOD $ 21,454 $ 1,786 $ 21,454 ======== ======== ======== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for: Interest Expense $ -- $ -- $ -- -------- -------- -------- Income Taxes $ -- $ -- $ -- -------- -------- --------

The accompanying notes are an integral part of these financial statements. 6 Mondas Minerals Corp. (An exploration stage company) Notes to Condensed Interim Financial Statements March 31, 2010 NOTE 1 - CONDENSED FINANCIAL STATEMENT The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2010 and for all periods presented herein, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2009 audited financial statements. The results of operations for the periods ended March 31, 2010 and 2009 are not necessarily indicative of the operating results for the full year. NOTE 2 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The Company has incurred cumulative net losses of $31,546 since its inception. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 7 Mondas Minerals Corp. (An exploration stage company) Notes to Condensed Interim Financial Statements March 31, 2010 NOTE 3 -STOCK TRANSACTIONS $25,000 was raised from an offering of 1,000,000 shares pursuant to a registration statement on Form S-1 filed with the SEC under file number 333-152330 which became effective on January 5, 2010. The offering was closed on January 27, 2010. NOTE 4 - SUBSEQUENT EVENTS On April 17, 2010 the company paid $9,500.00 to the Geologist for Phase 1 fieldwork to be conducted on the Ram 1-4 mineral claims during April-May 2010. No other material subsequent events have occurred since March 31, 2010 that require recognition or disclosure in these financial statements. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. As used in this report, unless the context otherwise requires, "we," "us," "our" and, "Mondas Minerals" refers to Mondas Minerals Corp. All written forward-looking statements, made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. The safe harbors of forward-looking statements provided by the Securities Litigation Reform Act of 1995 are unavailable to issuers not subject to the reporting requirements set forth under Section 13(a) or 15(D) of the Securities Exchange Act of 1934, as amended. As we have not registered our securities pursuant to Section 12 of the Exchange Act, such safe harbors set forth under the Reform Act are unavailable to us. BUSINESS We are an exploration stage company with no revenues or operating history. We currently own a 100% undivided interest in the Ram 1-4 Mineral Claims located in Esmeralda County, Nevada that we call the "Ram Property." We intend to conduct mineral exploration activities on the Ram Property in order to assess whether it contains any commercially exploitable mineral reserves. Currently there are no known mineral reserves on the property. We have not earned any revenues to date, and our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenues to date. 9 We incurred operating expenses of $3,602 and $2,616 for the three months ended March 31, 2010 and 2009, respectively. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our required reports with the U.S. Securities and Exchange Commission. Our net loss from inception (April 25, 2008) through March 31, 2010 was $31,546. Our auditors have 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 revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach that point. LIQUIDITY AND CAPITAL RESOURCES Our cash balance at March 31, 2010 was $21,454 with $13,000 in outstanding liabilities. Manangement believes we have enough cash resources to fund the company and our exploration program for the next 12 months. In January 2010 we raised $25,000 from an offering of 1,000,000 shares pursuant to a registration statement on Form S-1 filed with the SEC under file number 333-152330 which became effective on January 5, 2010. The offering was closed on January 27, 2010. PLAN OF OPERATION Our plan of operation for the next twelve months is to complete the first two phases of the exploration program on our claims consisting of geological mapping, soil sampling and rock sampling. In addition to the $9,500 we anticipate spending for Phase 1 and $9,500 on Phase 2 of the exploration program as outlined below, we anticipate spending an additional $6,000 on professional fees, including fees payable in connection with reporting obligations, and general administrative costs. Total expenditures over the next 12 months are therefore expected to be approximately $25,000. If we experience a shortage of monies during the next 12 months, we may utilize funds from our director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with reporting obligations and operation expenses, however, he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We engaged Mr. James W. McLeod, P. Geo., to prepare a geological evaluation report on the Ram Property. Mr. McLeod's report summarizes the results of the history of the exploration of the mineral claims, the regional and local geology of the mineral claims and the mineralization and the geological formations identified as a result of the prior exploration in the claim areas. The geological report also gives conclusions regarding potential mineralization of the mineral claims and recommends a further geological exploration program on the mineral claims. The exploration program recommended by Mr. McLeod is as follows: 10

Phase Exploration Program Cost Status ----- ------------------- ---- ------ Phase 1 Detailed Prospecting, mapping and soil $ 9,500 Commenced April, 2010 geochemistry. The timeline for accomplishing this phase of fieldwork including the turn-around time on analyses is approximately two months. Phase 2 Magnetometer and VLF electromagnetic, grid $ 9,500 Expected to be completed in late fall, 2010 controlled surveys over the areas of (depending on the results of Phase 1, and interest determined by the Phase 1 survey. consulting geologist's schedule). Included in this estimated cost is transportation, accommodation, board, grid installation, two geophysical surveys, maps and report Phase 3 Induced polarization survey over grid $25,000 Expected to be completed in 2011 (depending controlled anomalous area of interest on the results of Phase 2, and consulting outlined by Phase 1 and 2 fieldwork. Hoe or geologist's schedule.) bulldozer trenching, mapping and sampling of bedrock anomalies. Includes assays, maps and reports. TOTAL ESTIMATED COST $44,000

The geologsit commenced Phase 1 of the exploration program in April, 2010. We have a verbal agreement with James McLeod, the consulting geologist, who prepared the geology report on our claims, to retain his services for our planned exploration program. We expect this phase to take two weeks to complete and an additional three months for the consulting geologist to receive the results from the assay lab and prepare his report. If Phase 1 of the exploration program is successful, we anticipate commencing Phase 2 in late fall of 2010. We expect this phase to take three weeks to complete and an additional three months for the consulting geologist to receive the results from the assay lab and prepare his report. The above program costs are management's estimates based upon the recommendations of the professional consulting geologist's report and the actual project costs may exceed our estimates. Following phase two of the exploration program, if it proves successful in identifying mineral deposits, we intend to proceed with phase three of our exploration program if we are able to raise the funds necessary. The estimated cost of this program is $25,000 and will take approximately 4 weeks to complete and an additional three to four months for the consulting geologist to receive the results from the assay lab and prepare his report. Subject to additional financing, we anticipate commencing the third phase in 2011. We will require additional funding to proceed with phase three and any subsequent work on the claims, we have no current plans on how to raise the additional funding. We cannot provide investors with any assurance that we will be able to raise additional funds to proceed with any work on the exploration program after Phase 2. 11 ITEM 4. CONTROLS AND PROCEDURES Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: - Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; - Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and - Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of March 31, 2010 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. 12 The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of March 31, 2010. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. MANAGEMENT'S REMEDIATION INITIATIVES In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2010. Additionally, we plan to test our updated controls and remediate our deficiencies by December 31, 2010. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. 13 PART II. OTHER INFORMATION ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our registration statement on form S-1, filed under SEC File Number 333-152330, at the S.E.C. website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal Financial Officer SIGNATURES Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. May 11, 2010 Mondas Minerals Corp., Registrant By: /s/ Scott Bengfort ----------------------------------------------------- Scott Bengfort, President and Chief Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. May 11, 2010 Mondas Minerals Corp., Registrant By: /s/ Scott Bengfort ----------------------------------------------------- Scott Bengfort, President, Secretary and Treasurer, Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer) 14