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

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CATACA RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Nevada 1000 N/A
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)

782 Ayala Avenue, Makati City, Philippines, 2130. (63) 917-234-0098
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

With a copy to
Macdonald Tuskey
Suite 400, 570 Granville Street
Vancouver, BC, V6C 3P1
Tel: 604.689.1022
Fax: 604.681.4760
 
American Corporate Enterprises, Inc.
123 W. Nye Lane, Suite 129
Carson City, NV 89706
(775) 884-9380
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [ x ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Prospectus number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ x ] Smaller reporting company

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Title of Each Class of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration
Registered   Offering Price Aggregate Offering Fee
    per Security (1) Price ($) (3)
    ($) ($)  
         
Shares of Common
Stock, par value $0.001

15,000,000

0.002

30,000
 
4.09 (2)

  (1)

Estimated for purposes of calculating the registration fee in accordance with Rule 457 of the Securities Act of 1933 and the price at which the Selling Security Holders will be offering their shares.

  (2)

Previously paid.

  (3)

Fee calculated in accordance with Rule 457(o) of the Securities Act of 1933.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

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PROSPECTUS

CATACA RESOURCES, INC.

15,000,000 Shares of Common Stock

The date of this Prospectus is July 22, 2013.

Cataca Resources, Inc., (“Cataca”, “we”, “us”, “our” and “our company”) is registering 15,000,000 shares of common stock held by two (2) Selling Security Holders.

The Selling Security Holders will sell at an initial price of $0.002 per share until our common stock is quoted on the OTC Bulletin Board (the “OTCBB”), and thereafter at prevailing market prices or privately negotiated prices.

The Selling Security Holders have arbitrarily set the $0.002 price per share; the price does not reflect net worth, total asset value, or any other objective accounting measure. It is our intention to find a market maker who will make an application to the Financial Industry Regulatory Authority (“FINRA”) to have our shares accepted for trading on the OTCBB once this registration statement becomes effective. There is no assurance that our application to the FINRA will be approved. The Selling Security Holders are underwriters, within the meaning of section 2(a)(11) of the Securities Act. Any broker-dealers or agents that participate in the sale of the common stock or interests therein may also be deemed to be an “underwriter” within the meaning of section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit earned on any resale of the shares may be underwriting discounts and commissions under the Securities Act. However, there can be no assurance that our common stock will become quoted on the OTCBB. We will not receive any proceeds from the sale of shares of our common stock by the Selling Security Holders, who will receive aggregate net proceeds of $30,000 if all of the shares being registered are sold. We will incur all costs associated with this Prospectus.

Our two sole officers are Mr. Edward Barrios, as President, and Mr. Maxwell Ramos, as Secretary and Treasurer. Mr. Barrios will also act as our sole director.

Our common stock is presently not traded on any national securities exchange or the NASDAQ stock market. We do not intend to apply for listing on any national securities exchange or the NASDAQ stock market. The purchasers in this offering may be receiving an illiquid security.

An investment in our securities is speculative. See the section entitled “Risk Factors” beginning on page 9 of this Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

The information in this Prospectus is not complete and may be changed. The Selling Security Holders may not sell these securities until this registration statement is declared effective by the Securities and Exchange Commission. This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall the Selling Security Holders sell any of these securities in any state where such an offer or solicitation would be unlawful before registration or qualification under such state’s securities laws.

You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus. The Selling Share Holders are offering to sell, and seeking offers to buy, their common shares, only in jurisdictions where offers and sales are permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of our common shares.

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Dealer Prospectus Delivery Obligation

Until _________(90th day after the later of (1) the effective date of the registration statement; or (2) the first date on which the securities are offered publicly), all dealers that effect in transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The date of this Prospectus is _________, 2013.

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Table of Contents

Item 3 – Prospectus Summary 6
            Risk Factors 9
Item 4 – Use of Proceeds 15
Item 5 – Determination of Offering Price 15
Item 6 – Dilution 16
Item 7 – Selling Security Holders 16
Item 8 – Plan of Distribution 18
Item 9 – Description of Securities to be Registered 21
Item 10 – Interests of Named Experts and Counsel 22
Item 11 – Information with Respect to Our Company 23
            Description of Business 23
            Market, Customers and Distribution Methods 25
            Description of Property 27
            Legal Proceedings 39
            Market for Common Equity and Related Stockholder Matters 39
            Financial Statements 42
            Management’s Discussion and Analysis of Financial Position and Results of Operations 47
            Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 53
            Directors and Executive Officers 53
            Executive Compensation 57
            Security Ownership of Certain Beneficial Owners and Management 58
            Certain Relationships and Related Transactions 59
            Corporate Governance 59
Item 12A – Disclosure of Commission Position on Indemnification of Securities Act Liabilities 59
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS 61
Item 13 – Other Expenses of Issuance and Distribution 61
Item 14 – Indemnification of Directors and Officers 61
Item 15 – Recent Sales of Unregistered Securities 63
Item 16 – Exhibits 64
Item 17 – Undertakings 65

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Item 3 – Prospectus Summary

We qualify all the forward-looking statements contained in this Prospectus by the following cautionary statements.

This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section beginning on page 9 of this Prospectus and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section elsewhere in this Prospectus.

Actual results may vary from those expected. Undue reliance should not be placed on any forward-looking statements, which are appropriate only for the date made. We do not plan to subsequently revise these forward-looking statements to reflect current circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Our Business

We were incorporated on December 11, 2012 under the laws of the State of Nevada. Our principal executive offices are located at 782 Ayala Avenue, Makati City, Philippines, 2130. Our telephone number is (63) 917-234-0098. Our fiscal year end is December 31.

We have no subsidiaries.

We are a start-up pre-exploration stage company. We have purchased a 100% interest in a 9 unit claim block (the “Lebak Gold Claim”) containing approximately 91.5 hectares that is recorded with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines. The Lebak Gold Claim was assigned to us on December 11, 2012 from Benefiacio Minerals LLC for the sum of $5,000. However, we do not currently have the necessary funds to undergo exploration of this property and will need to raise capital in order to do so. If we cannot, we may have to go out of business. The proposed two phase exploration plan will cost approximately $18,630 (PHP810,000). There has been no production to date. There are no full-time employees and management is able to spend only a small amount of time with respect to these affairs. Our company has no other assets.

In December 2012, we hired a mining consultant, John Jeffrey Martinez, to study and propose exploration plans for the Lebak Gold Claim. The proposal can be found further into this Prospectus under, “Description of Property” on page 27.

From our inception on December 11, 2012 through March 31, 2013, we raised $30,000 in capital in private placements by issuing 30,000,000 shares of common stock at the price of $0.001 per share.

Metric Conversion Table

For ease of reference, the following conversion factors are provided:

Metric Unit U.S. Measure U.S. Measure Metric Unit
1 hectare 2.471 acres 1 acre 0.4047 hectares

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1 metre 3.2881 feet 1 foot 0.3048 metres
1 kilometre 0.621 miles 1 mile 1.609 kilometres
1 gram 0.032 troy oz. 1 troy ounce 31.1 grams

The Offering

The 15,000,000 shares of our common stock being registered by this Prospectus represent approximately 50% of our issued and outstanding common stock as of July 19, 2013. We have not entered into any registration rights or similar agreement pursuant to which we are obligated to register the shares being registered in this Prospectus. We wish to be a reporting company with the SEC and to apply for a quotation on the OTCBB in order to increase our ability to raise funds for our anticipated exploration and development activities. We are bearing all costs associated with registering the shares being offered because we believe that if we become a publicly reporting and trading company, we will be better able to raise the required funds. Importantly, however, there is no guarantee that our shares will become quoted on the OTCBB or that a market for our shares will ever develop.

Common Stock Outstanding Prior to the Offering

30,000,000 shares

 

Common Stock to be Outstanding Following the Offering

30,000,000 shares

 

Common Stock Offered

15,000,000 shares

 

Offering Price

$0.002 per share

 

Aggregate Offering Price

$30,000

 

Number of Selling Security Holders

Two (2)

 

Use of Proceeds

We will not receive any of the proceeds of the shares offered by the Selling Security Holders. Our company will pay all the expenses of this offering estimated at $8,504.

 

Underwriters

The Selling Security Holders are underwriters, within the meaning of section 2(a)(11) of the Securities Act.

 

Plan of Distribution

The Selling Security Holders named in this Prospectus are making this offering and may sell at market or privately negotiated prices.

 

Lack of Liquidity [No Public Market]

Our common stock is not currently quoted or traded on any securities exchange or automated quotation system. No application for such has yet been made. Thus, no assurance can be given that there will ever be an established public trading market for our common stock.

This summary does not contain all the information that should be considered before making an investment in Cataca Resources, Inc.’s common stock. The entire prospectus should be read including the “Risk Factors” on page 9 and financial statements before deciding to invest in our common stock.

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Financial Summary Information

All “$” or “dollars” refer to the U.S. dollar unless otherwise specified. All references to “PHP” refer to the Philippine Peso. All financial statements refer to generally accepted accounting principles in the United States of America (“GAAP”) and are reported in U.S. dollars.

Exchange Rate Information

One PHP is approximately $0.023. Inversely, $1 is approximately PHP43.22 as of June 18, 2013. A five-year low conversion strength for the US dollar was around January 2013 where $1 was roughly 40 PHP and 5 year high around November 2008 where $1 was roughly PHP50. For the purposes of this Prospectus $1 equates to PHP40.66.

The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section and the accompanying financial statements and related notes included elsewhere in this Prospectus.

Summary of Financial Data

The financial information below should be read in conjunction with the financial statements found later in the prospectus.

Income Statement Data






Period from
Inception on
December 11,
2012 to March
31, 2013
($)
Revenues -
Expenses 739
Net Loss (739)
Net Loss per share -

Balance Sheet Data



As at
March 31, 2013
($)
Working Capital (Deficiency) 24,261
Total Assets 29,261

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Total Current Liabilities -
Stockholder Equity 30,000

Risk Factors

Please consider the following risk factors before deciding to invest in our common stock.

Any investment in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, and all other information contained in this Prospectus, before you decide whether to purchase our common stock. The occurrence of any of the following risks could harm our business. You may lose part or all of your investment due to any of these risks or uncertainties. These are speculative stocks and should be purchased by only those who can afford to lose their entire investment.

Risks Related to Our Business

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We incurred a net loss of $739 for the period from July 19, 2010 (date of inception) to December, 2012 and we expect to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. We had cash of $24,261 as at December 31, 2013. We are in the development stage and have yet to attain profitable operations and in their report on our financial statements for the period from inception to December 31, 2013, our independent auditors included an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors.

We are governed by only two people, Mr. Barrios and Mr. Ramos, which may lead to faulty corporate governance.

We have only one director and two executive officers who make all the decisions regarding corporate governance. This includes their (executive) compensation, accounting overview, related party transactions and so on. They will also have full control over matters that require Board of Directors approval. This may introduce conflicts of interest and prevent the segregation of executive duties from those that require Board of Directors approval. This may lead to ineffective disclosure and accounting controls. Noncompliance with laws and regulations may result in fines and penalties. They would have the ability to take any action as they themselves review them and approve them. They would exercise control over all matters requiring shareholder approval including significant corporate transactions. We have not implemented various corporate governance measures nor have we adopted any independent committees as we presently do not have any independent directors.

Our sole director and executive officers will own a substantial amount of common stock and will have substantial influence over our operations denying an investor an effective voice.

Before this offering, our director and president, Mr. Barrios, has control of our company with approximately 66.7% or 20,000,000 of the 30,000,000 outstanding common shares. Mr. Ramos, our Secretary and Treasurer, has approximately 33.3% or 10,000,000 of the 30,000,000 outstanding shares. Should the entire offering be sold, they will still own 50% of the outstanding shares (approximately 33.3% and 16.7% respectively). If less than all the shares are sold, they will have more than 50% and complete control. This means that investors cannot buy an effective voice in our company.

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Our director and officers are not residents of the United States making the enforcement of liabilities against them difficult.

The director and executive officers reside outside the United States and in the Republic of the Philippines. If a shareholder had a desire to sue them for damages, the shareholder would have to serve a summons and complaint. Even if personal service is accomplished and a judgment is entered against that person, the shareholder would then have to locate the assets of that person, and register the judgment in the foreign jurisdiction where the assets are located.

Our executive officers have other business interests which may limit the amount of time they can devote to our Company and create conflicts of interest.

Our executive officers have other business interests, meaning they may not have enough time to devote to our business operations. This could cause business failure. They have been devoting and in the future plan to devote only 40 hours per month to company affairs which may lead to sporadic exploration activities and periodic interruptions of business operations. Unforeseen events may cause this amount of time to become even less. Our officers may also have conflicts of interest as a result of their relationships with other companies.

Mr. Barrios, our president and director, has other time commitments that will prevent him from devoting full-time to our operations, which may affect our operations.

Because Mr. Barrios, who is responsible for some of our business activities, does not devote his full working time to operation and management of us, the implementation of our business plans may be impeded. Mr. Barrios has other obligations and time commitments, which may slow our operations and impact our financial results. Additionally, when Mr. Barrios becomes unable to handle the daily operations on his own, we may not be able to hire additional qualified personnel to replace him in a timely manner. If this event should occur, we may not be able to implement our business plan in a timely manner or at all. See “Directors and Executive Officers”.

We must attract and maintain key personnel or our business will fail.

Success depends on the acquisition of key personnel. We will have to compete with other companies both within and outside the mining industry to recruit and retain competent employees. If we cannot maintain qualified employees to meet the needs of our anticipated growth, this could have a material adverse effect on our business and financial condition.

We are recently formed, lack an operating history and have yet to make any revenues. If we cannot generate any profits, you may lose your entire investment.

We are a recently formed company and have yet to generate any revenues. No profits have been made to date and if we fail to make any then we may fail as a business and an investment in our common stock will be worth nothing. We have no operating history and thus no way for you to measure progress or potential future success. Success has yet to be proved. Currently, there are no operations in place to produce revenue. We are in pre-exploration and have yet to find or produce sellable product. Financial losses should be expected to continue in the near future and at least until such time that we enter the production stage. As a new business we face all the risks of a “start-up” venture including unforeseen costs, expenses, problems, and management limitations and difficulties. Since inception, we have a loss of approximately $739. There is no guarantee, unfortunately, that we may ever be able to turn a profit or locate additional opportunities, hire additional management and other personnel.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of gold and silver. Our properties are in the pre-exploration stage only and are without known reserves of gold and silver. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of gold, silver or other minerals, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

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The probability of a mineral claim having profitable reserves is very rare and our claim, even with large investments, may never generate a profit.

We are dependent upon our mining property for success. All anticipated future revenues would come directly from the Lebak Gold Claim. Should we fail to extract and sell gold from this property, our business will fail. Mineral deposit estimates are imprecise and subject to error, and resource calculations when made may prove unreliable. Assumptions made regarding the supporting data may prove inaccurate and unforeseen events may lead to further inaccuracies. Sample variability, mining and processing adjustments, environmental changes, metal price fluctuations, and law and regulation changes are all factors that could lead to deviances from the original estimations. No assurances can be given that any mineral deposit estimate will ever be reclassified as a reserve. We have no known ore reserves. Despite future investment in exploration activities, there is no guarantee we will locate a commercially viable ore reserve. Most exploration projects do not result in discovery of commercially mineable deposits. With little capital available, we will have to limit our exploration which decreases the chances of finding a commercially viable ore body. Even if gold is identified, the Lebak Gold Claim may not be put into production due to high extraction costs, low gold prices, or inadequate amount and reduced recovery rates. If the exploration activities do not suggest a commercially successful prospect then we may altogether abandon plans to develop the property.

The exploration and prospecting of minerals is speculative and extremely competitive which may make success difficult.

We face strong competition from other mining companies for the acquisition of new properties. New properties increase the probability of discovering a profitable reserve. Most companies have greater financial and managerial resources than we do and can acquire and explore attractive new mining properties. We will face similar difficulties raising new capital to expand operations against the larger, better capitalized competitors. Limited supply and unforeseen demand from larger, more competitive companies may make secure all necessary equipment and materials difficult and may result in periodic interruptions or even business failure. Success depends on a combination of many factors including but not limited to: the quality of management, technical (geological) expertise, quality of land available for exploration and the capital available for exploration.

International operations in the Philippines are subject to inherent risks.

Political instability, uncertainty of the economic climate, currency fluctuations, exchange controls and taxation laws may be significant. Access to all of the equipment, supplies and materials necessary to begin exploration may not be available and delay such activity. We have not yet attempted to locate or negotiate with any suppliers of products, equipment or materials but plan to do so when exploration begins. Exchange rate changes between the PHP and the U.S. dollar may also adversely affect success.

Our future operations may be adversely affected by future governmental and environmental regulations and permitting.

Environmental regulations may negatively affect the progression of operations and these regulations may become stricter in the future. In the Philippines, all mining is regulated by Federal and Provincial level government agencies. Obtaining licenses and permits from these agencies as well as an environmental impact study for each mining property must be completed before starting mining activities. These are expensive and affect the timing of operations. Pollution can be anticipated with mining activities. If we are unable to comply with current or future regulations, this may expose us to fines, penalties and litigation that could cause our business to fail.

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Further, the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the Republic of the Philippines or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.

We are subject to inherent mining hazards and risks that may result in future financial obligations.

Risks and hazards associated with the mining industry may adversely affect our operations such as but not limited to: political and country risks, industrial accidents, labor disputes, inability to retain necessary personnel or equipment, environmental hazards, unexpected geologic formations, cave-ins, landslides, flooding and monsoons, fires, explosions, power outages, processing problems. Personal injury and death could result as well as property damage, delays in mining, environmental damage, legal liability and monetary loss. We may not be able to obtain insurance to cover these risks at economically reasonable premiums. We do not carry any sort of insurance and may have difficulties obtaining such once operations start as insurance is generally sparse and cost prohibitive.

We do not expect positive cash flow from operations in the near term. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business.

We do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that:

The occurrence of any of the aforementioned events could adversely affect our ability to meet our business plans.

We will depend almost exclusively on outside capital to pay for the continued exploration and development of our properties. Such outside capital may include the sale of additional stock and/or commercial borrowing. We can provide no assurances that any financing will be successfully completed.

Capital may not continue to be available if necessary to meet these continuing development costs or, if the capital is available, that it will be on terms acceptable to us. The issuance of additional equity securities by us would 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.

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our business and as a result may be required to scale back or cease operations for our business, the result of which would be that our stockholders would lose some or all of their investment.

As our property is in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.

Exploration for mineral reserves is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing mines. Our property is only in the exploration and development stage and is without proven reserves. We may not establish commercial discoveries on any of our property.

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Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claim, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.

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. As a result, 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. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.

If our exploration costs are higher than anticipated, then our profitability will be adversely affected.

We are currently proceeding with exploration of our mineral properties on the basis of estimated exploration costs. If our exploration costs are greater than anticipated, then we will not be able to carry out all the exploration of the properties that we intend to carry out. Factors that could cause exploration costs to increase are: adverse weather conditions, difficult terrain and shortages of qualified personnel.

Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.

Investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares for significant amount of services or raise funds through the sale of equity securities.

Our constating documents authorize the issuance of 75,000,000 shares of common stock with a par value of $0.001. In the event that we are required to issue any additional shares or enter into private placements to raise financing through the sale of equity securities, investors’ interests in our company will be diluted and investors may suffer dilution in their net book value per share depending on the price at which such securities are sold. If we issue any such additional shares, such issuances also will cause a reduction in the proportionate ownership and voting power of all other shareholders. Further, any such issuance may result in a change in our control.

Risks Related to the Ownership of Our Stock

Because there is no public trading market for our common stock, you may not be able to resell your shares.

There is currently no public trading market for our common stock. Therefore, there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do wish to resell your shares, you will have to locate a buyer and negotiate your own sale. As a result, you may be unable to sell your shares, or you may be forced to sell them at a loss.

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We intend to engage a market maker to apply to have our common stock quoted on the OTCBB. This process takes at least 60 days and the application must be made on our behalf by a market maker. If our common stock becomes listed and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale. We do not currently meet the existing requirements to be quoted on the OTCBB and there is no assurance that we will ever be able to meet those requirements.

We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTCBB is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the Selling Security Holders.

The continued sale of our equity securities will dilute the ownership percentage of our existing stockholders and may decrease the market price for our common stock.

Given our lack of revenues and the doubtful prospect that we will earn significant revenues in the next several years, we will require additional financing of $33,290 for the next 12 months, which will require us to issue additional equity securities. This amount needed is not currently available to the company supporting the going concern risk factor mentioned above. We expect to continue our efforts to acquire financing to fund our planned development and expansion activities, which will result in dilution to our existing stockholders. In short, our continued need to sell equity will result in reduced percentage ownership interests for all of our investors, which may decrease the market price for our common stock.

We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.

We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.

Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.

Our shares are classified as penny stocks and are covered by section 15(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) which imposes additional sales practice requirements on brokers-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement prior from you to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.

FINRA sales practice requirements may limit your ability to buy and sell our common stock, which could depress the price of our shares.

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the 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 and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA 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 shares, have an adverse effect on the market for our shares, and thereby depress our share price.

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Our security holders may face significant restrictions on the resale of our securities due to state “blue sky” laws.

Each state has its own securities laws, often called “blue sky” laws, which (i) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (ii) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or the transaction must be exempt from registration. The applicable broker must be registered in that state.

We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as the market-makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.

Our compliance with the Sarbanes-Oxley Act and SEC rules concerning internal controls will be time-consuming, difficult, and costly.

It will be time-consuming, difficult and costly for us to develop and implement the internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional personnel to do so, and if we are unable to comply with the requirements of the legislation we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires publicly traded companies to obtain.

Under section 404 of the Sarbanes-Oxley Act and current SEC regulations, we will be required to furnish a report by our management on our internal control over financial reporting beginning with our Annual Report on Form 10-K for our fiscal year ending December 31, 2013. We will soon begin the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management’s time and attention from revenue-generating activities to compliance activities. While we expect to expend significant resources to complete this important project, we may not be able to achieve our objective on a timely basis.

Item 4 – Use of Proceeds

This Prospectus relates to our common stock shares that will be offered on a continuous basis by the Selling Security Holders beginning immediately after the registration statement effective date, which is included in this Prospectus, and may continue for a period in excess of thirty (30) days from this effective date. We are completing this registration statement to allow the Selling Security Holders to sell their shares. The Selling Security Holders will receive all proceeds from this offering and, if all of the shares being offered by this Prospectus are sold at $0.002 per share, those proceeds would be $30,000. We, the issuer, will not acquire any of the proceeds from the common stock sale by the Selling Security Holders in this offering. Our company will pay all expenses of this offering estimated at $8,504. See Part II, Item 13.

Item 5 – Determination of Offering Price

The offering price of $0.002 should not be associated with the actual value of our company as it was not based on this. It should also not be considered an indicator of the future market price of the shares. Currently there is no established public market for the common stock being registered. The factors used to generate the offering price were the general condition of the stock markets, our company’s financial condition and lack of operating history.

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The Selling Security Holders are expected to sell their shares at $0.002 until they are quoted on the OTCBB at which time they can sell them at market price. We will pay all expenses of the Selling Security Holders, except for any broker-dealer or underwriter commissions which will be paid by the Selling Security Holder. At this time, the Selling Security Holders have not entered into any agreements, arrangements or understandings with any broker-dealers or underwriters. See “Plan of Distribution” for a description of the methods by which the shares may be sold.

There can be no assurance that our common stock will become quoted on the OTCBB. The initial offering price was determined by our Board of Directors, who considered several factors in arriving at the $0.002 per share figure, including the following:

As a result, the $0.002 per share initial price of our common stock does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time. The price is not based on past earnings, nor is it indicative of the current market value of our assets. No valuation or appraisal has been prepared for our business. You cannot be sure that a public market for any of our securities will develop.

If our common stock becomes quoted on the OTCBB and a market for the stock develops, the actual price of the shares sold by the Selling Security Holders named in this Prospectus will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the Selling Security Holders. The number of shares that may actually be sold by a Selling Security Holder will be determined by each Selling Security Holder. The Selling Security Holders are neither obligated to sell all or any portion of the shares offered under this Prospectus, nor are they obligated to sell such shares immediately hereunder. If our common stock becomes quoted on the OTCBB and a market for our common stock develops, security holders may sell their shares at a price different than the $0.002 per share offering price depending on privately negotiated factors such as the security holder’s own cash requirements or objective criteria of value such as the market value of our assets.

Item 6 – Dilution

All of the 15,000,000 shares of our common stock to be sold by the Selling Security Holders are currently issued and outstanding, and will therefore not cause dilution to any of our existing stockholders.

Item 7 – Selling Security Holders

This Prospectus covers the offering of up to 15,000,000 shares of our common stock. The shares issued to the two (2) Selling Security Holders are restricted under applicable federal and state security laws and are being registered to give them the opportunity to sell their shares.

The Selling Security Holders are residents and citizens of the Republic of the Philippines. They are offering for sale a total of 15,000,000 shares of common stock of our company. This comprises 50% percent of the total outstanding shares. To the best of our knowledge, the Selling Security Holders have sole voting and investment power and rights over all their shares and are the beneficial owners. They have given all information regarding share ownership. The shares being offered are being registered to permit public secondary trading and the Selling Security Holders may offer all or part of their respective shares from time to time but is under no obligation to immediately sell them pursuant to this Prospectus. Thus, our company cannot guarantee that any shares will be sold after this registration statement is declared effective.

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The offering of 15,000,000 shares of our issued and outstanding common stock by the Selling Security Holders were obtained in an issuance on December 11, 2012 where Mr. Barrios purchased 20,000,000 common shares and Mr. Ramos purchased 10,000,000 common shares.

All of these shares were issued in reliance upon an exemption from registration pursuant to Regulation S under the Securities Act of 1933 (the “Securities Act”). Our reliance upon Rule 903 of Regulation S was based on the fact that the sales of the securities were completed in an “offshore transaction”, as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. Each investor was not a U.S. person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a U.S. person.

The Selling Security Holders will have the option to sell their shares at an initial offering price of $0.002 per share until a market for our common stock develops on the OTCBB, and thereafter at prevailing market prices or privately negotiated prices. However, there can be no assurance that our common stock will become quoted on the OTCBB.

The following table provides information as of July 19, 2013 regarding the beneficial ownership of our common stock by each of the Selling Security Holders, including:



Name of Selling
Security Holder

Shares Owned
Prior to this
(1)
Offering


Percent
(2)
%
Maximum
Numbers of
Shares Being
Offered

Beneficial
Ownership After
Offering

Percentage Owned
upon Completion of
(2)
the Offering
Edward Barrios (3) 20,000,000 66.7 (3) 10,000,000 10,000,000 33.3
Maxwell Ramos (4) 10,000,000 33.3 (3) 5,000,000 5,000,000 16.7
Total 30,000,000 100 15,000,000 15,000,000 50

  (1)

The number and percentage of shares beneficially owned is determined to the best of our knowledge in accordance with the Rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the selling security holder has sole or shared voting or investment power and also any shares which the selling security holder has the right to acquire within 60 days of the date of this Prospectus.

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  (2)

The percentages are based on 30,000,000 shares of our common stock issued and outstanding and as at July 19, 2013.

  (3)

Mr. Barrios serves as director and president of our company.

  (4)

Mr. Ramos serves as secretary and treasurer of our company.

Except as otherwise noted in the above list, the named party beneficially owns and has sole voting and investment power over all the shares or rights to the shares. The numbers in this table assume that none of the Selling Security Holders will sell shares not being offered in this Prospectus or will purchase additional shares, and assumes that all the shares being registered will be sold.

Other than as described above, none of the Selling Security Holders has had a material relationship with us other than as a security holder at any time within the past three years, or has ever been one of our officers or directors or an officer or director of our predecessors or affiliates.

None of the Selling Security Holders are broker-dealers or affiliates of a broker-dealer.

Item 8 – Plan of Distribution

We are registering 15,000,000 shares of our common stock on behalf of the Selling Security Holders. The Selling Security Holders have the option to sell the 15,000,000 shares of our common stock at an initial offering price of $0.002 per share until a market for our common stock develops, and thereafter at prevailing market prices or privately negotiated prices.

The shares may be sold in a lawful manner using any one or more of the following methods: private transaction; ordinary brokerage transactions; transactions in which the broker-dealer solicits purchasers; broker-dealer as principal purchasers and resale by the broker-dealer for its own account; block trades in which the broker-dealer will attempt to sell the shares as an agent, but may position and resell a portion of the block as principal to facilitate the transaction; broker-dealer agreements with the selling shareholder to sell a specified number of such shares at a stipulated price per share; exchange distribution following the rules of the applicable exchange; short sales that are not violations of the laws and regulations of any state of the United States; through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or through a combination of any such methods or other lawful means.

The Selling Security Holders are underwriters, within the meaning of section 2(a)(11) of the Securities Act. Any broker-dealers or agents that participate in the sale of the common stock or interests therein may also be deemed to be an “underwriter” within the meaning of section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit earned on any resale of the shares may be underwriting discounts and commissions under the Securities Act. The Selling Security Holders, who are “underwriters” within the meaning of section 2(a)(11) of the Securities Act, are subject to the prospectus delivery requirements of the Securities Act.

The brokers or dealers may receive commissions or discounts from the Selling Security Holders, if any of the broker-dealer acts as an agent for the purchaser of said shares, from the purchaser in the amount to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with the Selling Security Holders to sell a specified number of the shares of common stock at a stipulated price per share. In connection with such re-sales, the broker-dealer may pay to or receive from the purchasers of the shares, commissions as described above. Any broker or dealer participating in any distribution of the shares may be required to deliver a copy of this Prospectus, including any prospectus supplement, to any individual who purchases any shares from or through such broker-dealer.

No public market currently exists for shares of our common stock. We intend to engage a market maker to apply to have our common stock quoted on the OTCBB. In order for our common stock to be quoted on the OTCBB, a market maker must file an application on our behalf to make a market for our common stock. This process takes at least 60 days and can take longer than a year. We have not yet engaged a market maker to make an application on our behalf. If we are unable to obtain a market maker for our securities, we will be unable to develop a trading market for our common stock.

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Trading in stocks quoted on the OTCBB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. The OTCBB should not be confused with the NASDAQ market. OTCBB companies are subject to far less restrictions and regulations than companies whose securities are traded on the NASDAQ market. Moreover, the OTCBB is not a stock exchange, and the trading of securities on the OTCBB is often more sporadic than the trading of securities listed on a quotation system like the NASDAQ Small Cap or a stock exchange. In the absence of an active trading market investors may have difficulty buying and selling or obtaining market quotations for our common stock and its market visibility may be limited, which may have a negative effect on the market price of our common stock.

There is no assurance that our common stock will be quoted on the OTCBB. We do not currently meet the existing requirements to be quoted on the OTCBB, and we cannot assure you that we will ever meet these requirements.

We are bearing all costs relating to the registration of our common stock. The Selling Security Holders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the shares of our common stock.

The Selling Security Holders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of our common stock. In particular, during such times as the Selling Security Holders may be deemed to be engaged in a distribution of any securities, and therefore be considered to be an underwriter, they must comply with applicable laws and may, among other things:

Regulation M

During such time as the Selling Security Holders may be engaged in a distribution of any of the securities being registered by this Prospectus, the Selling Security Holders are required to comply with Regulation M under the Exchange Act. In general, Regulation M precludes any selling security holder, any affiliated purchaser and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, any security that is the subject of the distribution until the entire distribution is complete.

Regulation M defines a “distribution” as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a “distribution participant as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution”.

Regulation M prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed the Selling Security Holders that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this Prospectus, and we have also advised the Selling Security Holders of the requirements for delivery of this Prospectus in connection with any sales of the shares offered by this Prospectus.

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With regard to short sales, the Selling Security Holders cannot cover their short sales with securities from this offering. In addition, if a short sale is deemed to be a stabilizing activity, then the Selling Security Holders will not be permitted to engage in such an activity. All of these limitations may affect the marketability of our common stock.

The Selling Security Holders may also elect to sell their common shares in accordance with Rule 144 under the Securities Act of 1933, rather than pursuant to this Prospectus. After the sale of the shares offered by this Prospectus the Selling Security Holders will have 15,000,000 common shares. The sale of these shares could have an adverse impact on the price of our shares or on any trading market that may develop.

We have not registered or qualified offers and sales of shares of common stock under the laws of any country, other than the United States. To comply with certain states’ securities laws, if applicable, the Selling Security Holders will offer and sell their shares of common stock in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the Selling Security Holders may not offer or sell shares of common stock unless we have registered or qualified such shares for sale in such states or we have complied with an available exemption from registration or qualification.

All expenses of this registration statement, estimated to be approximately $8,504, including but not limited to legal, accounting, printing and mailing fees will, be paid by our company. However, any selling costs or brokerage commissions incurred by each Selling Security Holder relating to the sale of their shares will be paid by them. See “Use of Proceeds” on page 15.

Penny Stock Rules

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC which:

Prior to effecting any transaction in a penny stock, a broker-dealer must also provide a customer with:

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In addition, the penny stock rules require that prior to effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, (ii) a written agreement to transactions involving penny stocks, and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our securities, and therefore our stockholders may have difficulty selling their shares.

Blue Sky Restrictions on Resale

When a selling security holder wants to sell shares of our common stock under this Prospectus in the United States, the selling security holder will need to comply with state securities laws, also known as “blue sky laws”, with regard to secondary sales. All states offer a variety of exemptions from registration of secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under section 12(g) of the Exchange Act or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor’s. The broker for a selling security holder will be able to advise the stockholder as to which states have an exemption for secondary sales of our common stock.

Any person who purchases shares of our common stock from a selling security holder pursuant to this Prospectus, and who subsequently wants to resell such shares will also have to comply with blue sky laws regarding secondary sales.

When this Registration Statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether he will need to register or may rely on an exemption from registration.

Item 9 – Description of Securities to be Registered

Our authorized capital stock consists of 75,000,000 shares of common stock, par value of $0.001 per share of which 30,000,000 shares of common stock are issued and outstanding. No other class or series of shares are currently authorized under our Articles of Incorporation.

Common Stock

As of July 19, 2013 we had 30,000,000 shares of our common stock issued and outstanding. We did not have any outstanding options or any other convertible securities as of July 19, 2013.

Holders of our common stock have no preemptive rights to purchase additional shares of common stock or other subscription rights. Our common stock carries no conversion rights and is not subject to redemption or to any sinking fund provisions. All shares of our common stock are entitled to share equally in dividends from sources legally available, when, as and if declared by our Board of Directors, and upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in our assets available for distribution to our stockholders.

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Our Board of Directors is authorized to issue additional shares of our common stock not to exceed the amount authorized by our Articles of Incorporation, on such terms and conditions and for such consideration as our Board may deem appropriate without further security holder action.

Voting Rights

Each holder of our common stock is entitled to one vote per share on all matters on which such stockholders are entitled to vote. Since the shares of our common stock do not have cumulative voting rights, the holders of more than 50% of the shares voting for the election of directors can elect all the directors if they choose to do so and, in such event, the holders of the remaining shares will not be able to elect any person to our Board of Directors.

Dividend Policy

Holders of our common stock are entitled to dividends if declared by the Board of Directors out of funds legally available for payment of dividends. From our inception to July 19, 2013 we did not declare any dividends.

We do not intend to issue any cash dividends in the future. We intend to retain earnings, if any, to finance the development and expansion of our business. However, it is possible that our management may decide to declare a stock dividend in the future. Our future dividend policy will be subject to the discretion of our Board of Directors and will be contingent upon future earnings, if any, our financial condition, our capital requirements, general business conditions and other factors.

Item 10 – Interests of Named Experts and Counsel

No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

Experts

Our audited financial statements for the period from December 11, 2012 to December 31, 2012 have been included in this Prospectus in reliance upon Goldman Accounting Services CPA, PLLC, an independent registered public accounting firm, as experts in accounting and auditing.

The geological report on the Lebak Gold Claim dated December 15, 2012 titled “Summary of Exploration on the Lebak Gold Claim, Sultan Kudarat, Philippines”, was authored by John Jeffrey Martinez, B.Sc, M.Sc., in the city of Manila, Republic of the Philippines and has been incorporated into the “Description of Property” on page 27. The report is exhibit 99.1 to the registration statement of which this Prospectus is a part.

Legal Matters

The law firm of MacDonald Tuskey has rendered a legal opinion regarding the validity of the shares of common stock offered by the Selling Security Holders. It is exhibit 5.1 to the registration statement of which this Prospectus is a part.

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Item 11 – Information with Respect to Our Company Description of Business Forward-Looking Statements

This Prospectus contains forward-looking statements. To the extent that any statements made in this report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “expects”, “plans”, “may”, “anticipates”, “believes”, “should”, “intends”, “estimates” and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, our ability to raise additional capital to finance our activities; the effectiveness, profitability and marketability of our products; legal and regulatory risks associated with the share exchange; the future trading of our common stock; our ability to operate as a public company; our ability to protect our intellectual property; general economic and business conditions; the volatility of our operating results and financial condition; our ability to attract or retain qualified personnel; and other risks detailed from time to time in our filings with the SEC, or otherwise.

Information regarding market and industry statistics contained in this report is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for the purposes of securities offerings or economic analysis. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications outlined above and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not undertake any obligation to publicly update any forward-looking statements.

Overview

We were incorporated on December 11, 2012 under the laws of the State of Nevada. Our principal executive offices are located at 782 Ayala Avenue, Makati City, Philippines 2130. Our telephone number is (63) 917-234-0098. Our fiscal year end is December 31.

We are a start-up pre-exploration mining company with one mineral claim (ie. the Lebak Gold Claim) in the Republic of the Philippines. We have only recently begun operations and we rely upon the sale of our securities to fund those operations as we have not generated any revenue. We have a going concern uncertainty as of the date of our most recent financial statements. Our goal is to generate revenues through the sale of gold found and extracted from this claim. We have a specific business plan to complete exploration work on this claim and have no reason to alter this plan within the next twelve months. Our company has no subsidiaries, affiliates or joint venture partners. We do not intend to enter into a merger or acquisition, have not been involved in any large purchases other than that of the Lebak Gold Claim and have not been involved in any reclassification, bankruptcy or receivership since our inception.

Cataca Resources, Inc. was established as a private company by Mr. Barrios and Mr. Ramos to acquire and develop gold properties while world gold prices are strong.

We raised $30,000 in initial capital in order to identify and purchase a promising mineral property claim. Pursuant to Regulation S of the Securities Act of 1933, our company sold 30,000,000 shares of its common stock in a private placement for the $30,000.

Our company acquired the Lebak Gold Claim from Benefacio Minerals LLC, an unrelated company, on December 11, 2012 for the sum of $5,000. This is our only mineral claim. It was assigned by Benefacio Minerals LLC to us upon our formation on December 11, 2012.

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In December 2012, we engaged a mining consultant, John Jeffrey Martinez, to develop a preliminary scoping study for the development of the Lebak Gold Claim. Any previous exploration work was reviewed and recommendations for an exploration program was made. His report is the basis for the “Description of Property” on page 27.

Assuming we can raise the necessary capital, we intend to carry out the exploration program proposed on the Lebak Gold Claim. There is the distinct possibility that we will not only fail to raise the capital but fail to find a commercially viable ore body. There is no guarantee that gold of significant value will be found. We currently do not have any ore body, products or revenues.

Mining Property, Facilities and Operations

Our company has a single mineral claim, the Lebak Gold Claim located in the Republic of the Philippines. A mining geologist has proposed a two phase exploration program of this property but no exploration has yet been carried out. There are no operations underway, no facilities other than the principal executive offices and no employees other than the two executive officers. Further information can be found in the following sections.

Exploration and Production

We are a pre-exploration company with no production (of gold and gold related products). No exploration has been conducted to date either. We hope to explore our sole mineral claim in the near future.

Products and Gold

Our company does not have any products including gold.

Gold Prices

Gold prices have risen steadily over the last few years. In 2000, gold traded between $260 and $315 per ounce based on London PM Fix Price. In 2005, this was between $440 and $540. In 2012, gold traded at roughly $1500 per ounce.

Other Minerals

We are planning to search for gold but will consider extracting other minerals if found in significant value on the Lebak Gold Claim.

Foreign Currency

Our company will be conducting exploration activities in the Republic of the Philippines. If the U.S. dollar loses strength to the PHP this may adversely affected our company’s operations.

Purchases of Equity Securities by the Small Business Issuer and Affiliates

There were no purchases of our equity securities by us from inception to March 31, 2013.

Regulation of Mining Activity- Republic of Philippines Mining Laws

Government and environmental regulations exist in the Republic of the Philippines and our exploration plans are subject to these various laws. The rules are dynamic and are generally becoming more demanding. Our plans aim to safeguard public and environmental health. We are currently in compliance with all material mining, health, safety, and environmental statutes and regulations of the Republic of the Philippines.

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Legislation

Changes to current laws in the jurisdiction in which we operate may require additional costs and financing. These changes are unpredictable and the additional requirements may render certain exploration activities uneconomical and lead to business failure.

Market, Customers and Distribution Methods

Although there can be no assurance, large and well capitalized markets are readily available for all metals and precious metals throughout the world. A very sophisticated futures market for the pricing and delivery of future production also exists. The price for metals is affected by a number of global factors, including economic strength and resultant demand for metals for production, fluctuating supplies, mining activities and production by others in the industry, and new and or reduced uses for subject metals.

The mining industry is highly speculative and of a very high risk nature. As such, mining activities involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Few mining projects actually become operating mines.

The mining industry is subject to a number of factors, including intense industry competition, high susceptibility to economic conditions (such as price of metal, foreign currency exchange rates, and capital and operating costs), and political conditions (which could affect such things as import and export regulations, foreign ownership restrictions). Furthermore, the mining activities are subject to all hazards incidental to mineral exploration, development and production, as well as risk of damage from earthquakes, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. Hazards such as unusual or unexpected geological formations and other conditions are also involved in mineral exploration and development.

Competition

The mineral exploration industry is highly competitive. We are a new and pre-exploration stage company and have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of mineral exploration interests is intense with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.

Many of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.

We also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of their mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies and drill rigs.

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General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the Republic of the Philippines, the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for mineral exploration.

In the face of competition, we may not be successful in acquiring, exploring or developing profitable gold or mineral properties or interests, and we cannot give any assurance that suitable gold or mineral properties or interests will be available for our acquisition, exploration or development. Despite this, we hope to compete successfully in the gold or mineral industry by:

  • keeping our costs low;

  • relying on the strength of our management’s contacts; and

  • using our size and experience to our advantage by adapting quickly to changing market conditions or responding swiftly to potential opportunities.

Intellectual Property

None.

Research and Development

We did not incur any research and development expenses during the period from December 11, 2012 (inception) to March 31, 2013.

Reports to Security Holders

Upon effectiveness of this Registration Statement, we will be subject to the reporting and other requirements of the Exchange Act and we intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. After the effectiveness of this Registration Statement we will begin filing Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the SEC in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the Commission if they become necessary in the course of our company’s operations.

The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is www.sec.gov.

Environmental Regulations

We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.

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While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

Description of Property

Our principal executive offices are located at 782 Ayala Avenue, Makati City, Philippines, 2130. Our telephone number is (63) 917-234-0098.

Lebak Gold Claim Property

Information in this section of this Prospectus is based upon the geological report on the Lebak Gold Claim dated December 15, 2012 titled “Summary of Exploration of the Lebak Gold Claim, Sultan Kudarat, Philippines”, which was authored by John Jeffrey Martinez, B.Sc., M.Sc., in the city of Manila, Republic of the Philippines (the “Report”). The Report is exhibit 99.1 to the registration statement of which this Prospectus is a part.

Location and Access

The Lebak Gold Claim consists of one (1) unpatented mineral claim, located 35 kilometers west of the province of Sultan Kudarat, 40 kilometers northwest of Upi and 62 kilometers northeast of Esperanza and Isulan on the island of Mindanao, in the Republic of the Philippines. The Lebak Gold Claim is situated at latitude 6 degrees 30’ 46” north and longitude 122 degrees 52’ 45” east. The mineral claim was assigned to Cataca Resources, Inc. by Benefacio Minerals LLC (an unrelated company) and the said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines. We own 100% of this claim with no encumbrance on the claim.

There are no known environmental concerns or parks designated for any area contained within the claims. As advanced exploration proceeds there may be bonding requirements for reclamation.

The primary identifying information of the Lebak Gold Claim is a Parcel Identifier as registered with the Department of Environmental and Natural Resources – Mines and Geosciences. The Parcel Identifier of the Lebak Gold Claim is 069-745-931 as recorded both with the above authority and the Office of the Register of Land Title for the Province of Sultan Kudarat. The area of the claim is 91.5 hectares. In order to obtain a mining license in the Philippines, an applicant company must apply with the Department of Environment and Natural Resources – Mines and Geosciences. The above authority then conducts a search of the local titles office and its own records to verify that the applicant company is the owner and rights holder of the claim. Once that has been verified, the Department of Environment and Natural Resources – Mines and Geosciences issues a license and permit for Mining and Exploration. The license usually takes seven to ten business days to obtain and is valid for one year.

The license for the Lebak Gold Claim expires on December 21, 2013 and must be renewed no later than thirty (30) days prior to its expiration. Failure to do so will result in us being unable to undertake any further exploration activities on the Lebak Gold Claim. With obtaining of the license, we must abide by the Environmental and Safety requirements set forth by the Department of Environment and Natural Resources –Mines and Geosciences of the Philippines. Environmental terms and conditions affiliated with a mining license are sections 69 and 70 respectively of Philippine Mining Law. Prior to exploration commencing, an environmental protection and enhancement program must be drafted and approved by the Government of the Philippines. This is usually done by the exploration company engaged by the company to conduct exploration activities. Furthermore, section 70 states that there must be an Environmental Impact Assessment undertaken by the Federal Government in conjunction with the local government unit and other concerned bodies to ensure that the company contracted to undertake mining activities observes all of the requirements of environmental protection.

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Fees for the license must be paid at the time of the renewal application and usually amount to approximately $1,000 including all agents’ fees and solely the responsibility of the owner of the claim, in this case, Cataca Resources, Inc.

Except as described above, there are no material terms of the land or mineral rights securing agreements with respect to the Lebak Gold Claim.

The mining license described above is the only permit in order to explore or mine the Lebak Gold Claim.

A map of the Lebak Gold Claim is set forth below:


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Royalty Obligations and Other Underlying Agreements

None.

Accessibility, Climate, Local Resources, Infrastructure, and Topography

Access to the Lebak Gold Claim is by all weather asphalt and gravel roads maintained by the government from the town of Lebak and Upi in the northwest. Transport of goods from and into the town is very difficult and tricky. There is a rough provincial road to the city of Isulan that may take a day to travel. The shipping from Port of Cotabato to Lebak is by a motorboat locally called a “lantsa” may also take a day to travel.

The Lebak Gold Claim is marked with hilly, mountainous ranges. The plains range from level to nearly level while uplands range from nearly level to hilly mountainous and gently rolling slopes.

The climate is characterized as a tropical rainforest climate under the Köppen climate classification system. The municipality of Lebak falls under Type IV classification. Lebak has a mild climate with evenly distributed rainfall through the year. Being located outside of the typhoon path, it does not experience tropical depressions, typhoons and devastating winds. Prevailing winds are light to moderate.

History

Deposits of shell and eroded sand formed the basis for the limestone, which makes up most of the Philippines. This limestone was, over the ages, pushed upwards making it possible today to find sea fossils high in the country’s mountains. This pushing up continues today. It is caused by the fact that the Philippine Plate, on which most of the country lies, is slowly diving under the Eurasian Plate of the mainland Asia.

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The Philippines are characterized by steep mountains without any substantial forest cover. The highest peaks reach over 1,000 meters. The island of Mindanao is 300 kilometers long and 35 kilometers wide. High, steep mountains, short distances and a lack of forest cover mean that rainwater runs fast to the sea, causing substantial erosion. The island has vast copper, gold and coal reserves which are mined mainly in the central part of the island.

Numerous showings of mineralization have been discovered in the area and six prospects have achieved significant production, with the nearby Isulan (35 kilometers away) producing 240,000 ounces of Gold annually.

During the late 1990’s several properties west of the Lebak Gold Claim were drilled by junior mineral exploration companies.

Our company is preparing to conduct preliminary exploration work on the Lebak Gold Claim.

Present Condition of the Property and Current State of Exploration

There has been no previous work on the Lebak Gold Claim including any attempts to drill. Records indicate that no detailed exploration has been completed on the Lebak Gold Claim.

Geological Setting

Regional Geology of the Area

The hilly terrains and the middle level plain contain crystalline hard rocks such as charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic veins and basic intrusives such as dolerites and anorthosites. Coastal zones contain sedimentary limestones, clay, laterites, heavy mineral sands and silica sands. The hill ranges are sporadically capped with laterites and bauxites of residual nature. Gypsum and phosphatic nodules occur as sedimentary veins in rocks of the cretaceous age. Gypsum of secondary replacement occurs in some of the areas adjoining the foot hills of the Western Ghats. Lignite occurs as sedimentary beds of tertiary age. The black granite and other hard rocks are amenable for high polish. These granites occur in most of the districts except the coastal area.

Stratigraphy

The principal bedded rocks for the area of the Lebak Gold Claim (and for most of the Philippines for that matter) are Precambrian rocks which are exposed along a wide axial zone of a broad complex.

Gold at the Isulan Gold Mine (which, as stated above, is close in proximity to the Lebak Gold Claim) is generally concentrated within extrusive volcanic rocks in the walls of large volcanic caldera.

Intrusive

In general the volcanoes culminate with effluents of hydrothermal solutions that carry precious metals in the form of naked elements, oxides or sulphides.

These hydrothermal solutions intrude into the older rocks as quartz veins. These rocks may be broken due to mechanical and chemical weathering into sand size particles and carried by streams and channels. Also, gold occurs in these sands as placers.

Recent exploration result for gold occurrence in Isulan, is highly encouraging. A gold belt in sheared gneissic rocks is found in three subparallel auriferous load zones where some blocks having 250 to 500 meters in length and 1.5 to 2 meters in width could be identified as most promising ones.

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Structure

Depositional Environment / Geological Setting: Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.

Host/Associated Rock Types: Hosted by paragneisses, quartzites, clinopyroxenites, wollastonite-rich rocks, pegmatites. Other associated rocks are charnockites, granitic and intermediate intrusive rocks, quartz-mica schists, granulites, aplites, marbles, amphibolites, magnetite-graphite iron formations and anorthosites.

Tectonic Setting(s): Katazone (relatively deep, high-grade metamorphic environments associated with igneous activity; conditions that are common in the shield areas).

Depositional Environment / Geological Setting: Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.

Deposit Types

Deposits are from a few millimeters to over a meter thick in places. Individual veins display a variety of forms, including saddle-, pod- or lens-shaped, tabular or irregular bodies; frequently forming anastomosing or stockwork patterns

Mineralization is located within a large fractured block created where prominent northwest-striking shears intersect the norths triking caldera fault zone. The major lodes cover an area of 2 kilometers and are mostly within 400 meters of the surface. Lodes occur in three main structural settings:

  (i)

steeply dipping northweststriking shears;

     
  (ii)

flatdipping (1040) fractures (flatmakes); and

     
  (iii)

shatter blocks between shears.

Most of the gold occurs in tellurides and there are also significant quantities of gold in pyrite.

Mineralization

No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.

Exploration

Previous exploration work has not, to the Mr. Martinez’s knowledge, included any attempt to drill the structure on the Lebak Gold Claim. Records indicate that no detailed exploration has been completed on the property.

Property Geology

To the east of the property are intrusives consisting of rocks such as tonalite, monzonite, and gabbro while the property itself is underlain by sediments and volcanics. The intrusives also consist of a large mass of granodiorite towards the western most point of the property.

The area consists of interlayered chert, argillite and massive andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain minor pyrite and pyrrhotite.

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Drilling Summary

No drilling is reported on the Lebak Gold Claim.

Sampling Method, Sample Preparation, Data Verification

All the exploration conducted to date has been conducted according to generally accepted exploration procedures with methods and preparation that are consistent with generally accepted exploration practices. No opinion as to the quality of the samples taken can be presented.

No other procedures of quality control were employed and no opinion on their lack is expressed.

Report Recommendations

A two phased exploration program to further delineate the mineralized system currently recognized on Lebak Gold Claim is recommended.

The program would consist of air photo interpretation of the structures, geological mapping, both regionally and detailed on the area of the main showings, geophysical survey using both magnetic and electromagnetic instrumentation in detail over the area of the showings and in a regional reconnaissance survey and geochemical soil sample surveying regionally to identify other areas on the claim that are mineralized and in detail on the known areas of mineralization. The effort of this exploration work is to define and enable interpretation of a follow-up diamond drill program, so that the known mineralization and the whole property can be thoroughly evaluated with the most up to date exploration techniques.

Budget

The proposed budget for the recommended work is PHP810,000 (or approximately $18,630) as follows:

Operations Cost (PHP)
Phase I  
                   Geological Mapping 240,000
                   Geophysical Surveying 135,000
   
Phase II  
                   Geochemical surveying and surface sampling 
                   (includes sample collection and essaying)
435,000
Total of Phases I &II 810,000

Glossary of Mining Terms

Amphibolite a class of metamorphic rock composed mainly of amphibole with some quartz.
 
Anorthosite a phaneritic, intrusive igneous rock characterized by a predominance of plagioclase feldspar.
 
Aplite a fine-grained granitic rock composed mostly of quartz and feldspars.
 

Argillite

a rock derived either from siltstone, claystone or shale that has undergone a somewhat higher degree of induration than is present in those rocks.
 

Auriferous refers to gold (AU) or gold equivalents (AUEQ).

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Basalt

a hard rock of varied mineral content; volcanic in origin, it makes up much of the Earth’s crust.

 

Bauxite

the principal ore of aluminium; a clay-like mineral, being a mixture of hydrated oxides and hydroxides.

 

Caldera

a large circular volcanic depression often originating due to collapse.

 

Charnockites

any orthopyroxene-bearing granite, composed mainly of quartz, perthite or antiperthite and orthopyroxene (usually hypersthene), as an end-member of the charnockite series [1] .

 

Chert

massive, dull-colored and opaque quartzite, hornstone, impure chalcedony or other flint-like mineral. By general usage in mineralogy and geology, a chert does not have a conchoidal fracture. In North American archeology the term chert occasionally is still used for various siliceous minerals (including flint) that have a conchoidal fracture; this leads to confusion between the terms flint and chert in some archeology texts.

 

Clay

a mineral substance made up of small crystals of silica and alumina, that is ductile when moist; the material of pre-fired ceramics; an earth material with ductile qualities.

 

Clinopyroxene

any pyroxene that has a monoclinic crystal structure.

 

Coal

a readily combustible black or brownish-black sedimentary rock normally occurring in rock strata in layers or veins called coal beds. The harder forms, such as anthracite coal, can be regarded as metamorphic rock because of later exposure to elevated temperature and pressure. Coal is composed primarily of carbon along with variable quantities of other elements, chiefly sulfur, hydrogen, oxygen and nitrogen.

 

Copper

a chemical element with the symbol Cu (Latin: cuprum) and atomic number 29. It is a ductile metal with very high thermal and electrical conductivity. Pure copper is rather soft and malleable, and a freshly-exposed surface has a pinkish or peachy color.

 

Cretaceous age

a geological period and system from 145 to 65 million years ago.

 

Crystalline

a solid material, whose constituent atoms, molecules, or ions are arranged in an orderly repeating pattern extending in all three spatial dimensions; ie. crystals.

 

Dolerite

A fine-grained basaltic rock.

 

Dynamothermal

rock formed at variable temperatures.

 

Extrusive

the mode of igneous volcanic rock formation in which hot magma from inside the Earth flows out (extrudes) onto the surface as lava or explodes violently into the atmosphere to fall back as pyroclastics or tuff. This is opposed to intrusive rock formation, in which magma does not reach the surface. The main effect of extrusion is that the magma can cool much more quickly in the open air or under seawater, and there is little time for the growth of crystals. Often, a residual portion of the matrix fails to crystallize at all, instead becoming an interstitial natural glass or obsidian.

 

Fault

a break in the continuity of a body of rock. It is accompanied by a movement on one side of the break or the other so that what were once parts of one continuous rock stratum or vein are now separated. The amount of displacement of the parts may range from a few inches to thousands of feet.

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Feldspar

any of a large group of rock-forming minerals that, together, make up about 60% of the earth’s outer crust. The feldspars are all aluminum silicates of the alkali metals sodium, potassium, calcium and barium. Feldspars are the principal constituents of igneous and plutonic rocks.

 

Flatmake

flat-dipping fractures.

 

Fold

a curve or bend of a planar structure such as rock stata, bedding planes, foliation, or cleavage.

 

Foliation

A general term for a planar arrangement of textural or structural features in any type of rock; esp., the planar structure that results from flattening of the constituent grains of a metamorphic rock.

 

Formation

a distinct layer of sedimentary rock of similar composition.

 

Gabbro

a group of dark-colored, basic intrusive igneous rocks composed principally of basic plagioclase (commonly labradorite or bytownite) and clinopyroxene (augite), with or without olivine and orthopyroxene; also, any member of that group. It is the approximate intrusive equivalent of basalt. Apatite and magnetite or ilmenite are common accessory minerals.

 

Gneiss

a foliated rock formed by regional metamorphism, in which bands or lens-shaped strata or bodies of rock of granular minerals alternate with bands or lens-shaped strata or bodies or rock in which minerals having flaky or elongate prismatic habits predominate.

 

Gold

chemical element with the symbol Au (from Latin: aurum, “shining dawn”) and an atomic number of 79. It has been a highly sought-after precious metal for coinage, jewelry, and other arts since the beginning of recorded history. The metal occurs as nuggets or grains in rocks, in veins and in alluvial deposits. Gold is dense, soft, shiny and the most malleable and ductile pure metal known. Pure gold has a bright yellow color and luster traditionally considered attractive, which it maintains without oxidizing in air or water. Gold is one of the coinage metals and has served as a symbol of wealth and a store of value throughout history. Gold standards have provided a basis for monetary policies. It also has been linked to a variety of symbolisms and ideologies.

 

Granite

highly felsic igneous plutonic rock, typically light in color; rough plutonic equivalent of rhyolite. Granite is actually quite rare in the U.S.; often the term is applied to any quartz- bearing plutonic rock.

 

Granodiorite

a group of coarse-grained plutonic rocks intermediate in composition between quartz diorite and quartz monzonite, and potassium feldspar, with biotite, hornblende, or more rarely, pyroxene, as the mafic component.

 

Granulite

fine to medium–grained metamorphic rocks that have experienced high temperatures of metamorphism, composed mainly of feldspars sometimes associated with quartz and anhydrous ferromagnesian minerals, with granoblastic texture and gneissose to massive structure. They are of particular interest to geologists because many granulites represent samples of the deep continental crust. Some granulites experienced decompression from deep in the Earth to shallower crustal levels at high temperature; others cooled while remaining at depth in the Earth.

 

Graphite

one of the allotropes of carbon. Unlike diamond (another carbon allotrope), graphite is an electrical conductor, a semimetal, and can be used, for instance, in the electrodes of an arc lamp. Graphite holds the distinction of being the most stable form of carbon under standard conditions.

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Gypsum

a mineral consisting of the hydrated calcium sulphate. When calcined, it forms plaster of Paris.

 

Heavy mineral sands ore deposits a class of ore deposit which is an important source of zirconium, titanium, thorium, tungsten, rare earth elements, the industrial minerals diamond, sapphire, garnet, and occasionally precious metals or gemstones. Heavy mineral sands are placer deposits formed most usually in beach environments by concentration due to the specific gravity of the mineral grains. It is equally likely that some concentrations of heavy minerals (aside from the usual gold placers) exist within streambeds, but most are of a low grade and are relatively small.

 

Hydrothermal

creation of rock with fluid at high temperatures.

 

Igneous

resulting from, or produced by, the action of great heat; with rocks, it could also mean formed from lava/magma; granite and basalt are igneous rocks.

 

Intrusions

masses of igneous rock that, while molten, were forced into other rocks.

 

Iron

chemical element with the symbol Fe (Latin: ferrum) and atomic number 26. It is a metal in the first transition series. Like other group 8 elements, it exists in a wide range of oxidation states. Iron and iron alloys (steels) are by far the most common metals and the most common ferromagnetic materials in everyday use. Fresh iron surfaces appear lustrous silvery-gray, but oxidize in air. Iron is the most common element in the earth, albeit the fourth most common one in the earth’s crust.

 

Khondalite

a granulite-facies metasedimentary rock.

 

Laterite

a red hard or gravel-like soil or subsoil formed in the tropics that has been leached of soluble minerals leaving insoluble iron and aluminium oxides and hydroxides; used to make bricks and roads.

 

Leptynite

a granulite.

 

Lignite

a low-grade, brownish-black coal.

 

Limestone

An abundant rock of marine and fresh-water sediments; primarily composed of calcite (calcium carbonate); it occurs in a variety of forms, both crystalline and amorphous.

 

Marble

a non foliated metamorphic rock composed mostly of calcite, a crystalline form of calcium carbonate. It is formed from carbonate rocks, often limestone. It is extensively used for sculpture and as a building material.

 

Magnetite

a ferrimagnetic mineral with chemical formula Fe 3 O 4 , one of several iron oxides and a member of the spinel group.

 

Metamorphic

the mineralogical, chemical, and structural adjustment of solid rocks to physical and chemical conditions that have generally been imposed at depth below the surface zones of weathering and cementation, and that differ from the conditions under which the rocks in question originated.

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Metasediment

a metamorphosed sedimentary rock.

 

Mica

the name of a group of hydrous aluminosilicate minerals characterized by highly perfect cleavage, so that they readily separate into very thin leaves, more or less elastic.

 

Monzonite

an intermediate igneous intrusive rock composed of approximately equal amounts of sodic to intermediate plagioclase and orthoclase feldspars with minor amounts of hornblende, biotite and other minerals.

 

Ore

the natural occurring mineral from which a mineral or minerals of economic value can be extracted profitable or to satisfy social or political objectives.

 

Oxides

a chemical compound containing at least one oxygen atom as well as at least one other element. Most of the Earth’s crust consists of oxides. Oxides result when elements are oxidized by oxygen in air.

 

Paragneisses

a gneiss from sedimentary rock.

 

Pegmatite

a very coarse-grained, intrusive igneous rock composed of interlocking grains usually larger than 2.5 cm in size; such rocks are referred to as pegmatitic. Most pegmatites are composed of quartz, feldspar and mica; in essence a granite. Rarer intermediate composition and mafic pegmatites containing amphibole, Ca-plagioclase feldspar, pyroxene and other minerals are known, found in recrystallised zones and apophyses associated with large layered intrusions.

 

Phosphatic nodules

black to brown, rounded mass, variable in size from a few millimeters to 30 or more centimeters. Usually consists of coprolites, corals, shells, and bones, more or less enveloped in crusts of collophane. Found in many horizons of marine origin. Also covering the ocean floors at manylocations around the world.

 

Placers

an accumulation of valuable minerals formed by deposition of dense mineral phases in a trap site.

 

Precious metals

a rare, naturally occurring metallic chemical element of high economic value, which is not radioactive (excluding natural polonium, radium, actinium and protactinium). Chemically, the precious metals are less reactive than most elements, have high lustre, are softer or more ductile, and have higher melting points than other metals. Historically, precious metals were important as currency, but are now regarded mainly as investment and industrial commodities. Gold, silver, platinum, and palladium each have an ISO 4217 currency code.

 

Production

a “production stage” project is actively engaged in the process of extraction and beneficiation of mineral reserves to produce a marketable metal or mineral product.

 

Pyrite

a yellow iron sulphide mineral of little value and referred to as “fool’s gold”.

 

Pyrrhotite

a bronze-colored, magnetic iron sulphide mineral.

 

Quartz

a common rock-forming mineral consisting of silicon and oxygen.

 

Quartzite

a hard metamorphic rock which was originally sandstone. Sandstone is converted into quartzite through heating and pressure usually related to tectonic compression within orogenic belts. Pure quartzite is usually white to grey, though quartzites often occur in various shades of pink and red due to varying amounts of iron oxide. Other colors, such as yellow and orange, are due to other mineral impurities.

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Reserve

the term “reserve” refers to that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. Reserves must be supported by a feasibility study done to bankable standards that demonstrates the economic extraction. (“Bankable standards” implies that the confidence attached to the costs and achievements developed in the study is sufficient for the project to be eligible for external debt financing.) A reserve includes adjustments to the in-situ tons and grade to include diluting materials and allowances for losses that might occur when the material is mined.

 

Schist

any crystalline rock having a foliated structure and hence admitting of ready division into slabs or slates.

 

Shear

a form of strain resulting from stresses that cause or tend to cause contiguous parts of a body of rock to slide relatively to each other in a direction parallel to their plane of contact.

 

Silica

the chemical compound silicon dioxide, also known as silica (from the Latin silex), is an oxide of silicon with a chemical formula of SiO 2 and has been known for its hardness since antiquity. Silica is most commonly found in nature as sand or quartz, as well as in the cell walls of diatoms. Silica is the most abundant mineral in the Earth’s crust.

 

Stockwork

a complex system of structurally controlled or randomly oriented veins. Stockworks are common in many ore deposit types and especially notable in greisens. They are also referred to as stringer zones.

 

Stratum

one of several parallel horizontal layers of material arranged one on top of another. A layer of sedimentary rock having approximately the same composition throughout

 

Sulphides

an anion of sulfur in its lowest oxidation number of -2. Sulfide is also a slightly archaic term for thioethers, a common type of organosulfur compound that are well known for their bad odors.

 

Telluride

a compound of a metal with tellurium; metal salts of tellurane. Any organic compound of general formula R 2 Te (R not = H), the tellurium analogues of ethers. Another name for sylvanite.

 

Tonalite

an igneous, plutonic (intrusive) rock, of felsic composition, with phaneritic texture. Feldspar is present as plagioclase (typically oligoclase or andesine) with 10% or less alkali feldspar. Quartz is present as more than 20% of the rock. Amphiboles and pyroxenes are common accessory minerals.

 

Vein

a thin, sheet-like body of hydrothermal mineralization, principally quartz.

 

Wollastonite

a calcium inosilicate mineral (CaSiO 3 ) that may contain small amounts of iron, magnesium, and manganese substituting for calcium. It is usually white. It forms when impure limestone or dolostone is subjected to high temperature and pressure sometimes in the presence of silica-bearing fluids as in skarns or contact metamorphic rocks. Associated minerals include garnets, vesuvianite, diopside, tremolite, epidote, plagioclase feldspar, pyroxene and calcite. It is named after the English chemist and mineralogist William Hyde Wollaston (1766–1828).

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Legal Proceedings

We are not aware of any pending or threatened legal proceedings to which we or of which any of our properties are the subject.

Enforceability of Civil Liabilities Against Foreign Persons

It may be difficult to bring and enforce suits against our management in the United States as they are citizens of the Republic of the Philippines. Our company, however, is incorporated in the State of Nevada. Cash and the one mineral claim are our only assets.

Market for Common Equity and Related Stockholder Matters

Market Information

There is currently no public market for our common stock. We anticipate making an application for quotation of our common stock on the OTCBB upon: (i) the effectiveness of the registration statement of which this Prospectus forms a part; and (ii) our obtaining a sufficient number of stockholders to enable our common stock to become quoted on the OTCBB. However, we can provide no assurance that our shares will be quoted on the bulletin board or, if quoted, that a public market will materialize.

There is currently no trading market for our common stock and there is no assurance that a regular trading market will ever develop. OTCBB securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTCBB securities transactions are conducted through a telephone and computer network connecting dealers. OTCBB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

To have our common stock listed on any of the public trading markets, including the OTCBB, we will require a market maker to sponsor our securities. We have not yet engaged any market maker to sponsor our securities and there is no guarantee that our securities will meet the requirements for quotation or that our securities will be accepted for listing on the OTCBB. This could prevent us from developing a trading market for our common stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks (see “Penny Stocks” on page 20).

At the present time, there is no established market price for our shares. There are no shares have been offered pursuant to or underlying an employee benefit plan. There are no shares of common stock that are subject to outstanding options, warrants or securities convertible into common equity of our company. The number of shares subject to Rule 144 is 30,000,000. Share certificates representing these shares have the appropriate legend.

Outstanding Options, Warrants or Convertible Securities

As of the date of this Prospectus, we do not have any outstanding options, warrants to purchase our common stock or securities convertible into shares of our common stock.

Rule 144 Shares

In general, under Rule 144, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock for at least six months would be entitled to sell them without restriction, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).

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A person who is an affiliate and who has beneficially owned shares of a company’s common stock for at least six months, subject to the continued availability of current public information about us, is entitled to sell within any three month period a number of shares that does not exceed the greater of:

  1.

one percent of the number of shares of our company’s common stock then outstanding, which, in our case, will equal approximately 300,000 shares as of the date of this Prospectus; or

     
  2.

the average weekly trading volume of our company’s common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

Rule 144 is not available for either a reporting or non-reporting shell company, as defined under Rule 405 of the Securities Act, unless our company: has ceased to be a shell company; is subject to the Exchange Act reporting obligations; has filed all required Exchange Act reports during the preceding twelve months; and at least one year has elapsed from the time the company filed with the SEC, current Form 10 type information reflecting its status as an entity that is not a shell company.

Registration Rights

We have not granted registration rights to either Mr. Barrios or Mr. Ramos or to any other persons.

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the SEC under the Exchange Act; and (ii) obtain a sufficient number of shareholders to enable our common stock to be quoted on the OTCBB. We plan to file a Registration Statement on Form 8-A with the SEC concurrently with, or immediately following, the effectiveness of this Registration Statement on Form S-1. The filing of the Registration Statement on Form 8-A will cause us to become a reporting company with the SEC under the Exchange Act concurrently with the effectiveness of the Registration Statement on Form S-1. We must be a reporting company under the Exchange Act in order for our common stock to be eligible for quotation on the OTCBB. We believe that the registration of this Offering may facilitate the development of a public market in our common stock if our common stock is approved for quotation on the OTCBB.

We believe that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors. In the near future, in order for us to continue with our exploration program, we may need to raise additional capital. We believe that obtaining reporting company status under the Exchange Act and quotation on the OTCBB should increase our ability to raise these additional funds from investors.

Anti-takeover Provisions

The Chapter 78 of Nevada Revised Statutes contains a provision governing “acquisition of controlling interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested shareholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: 20 to 33 1/3%; 33 1/3 to 50%; or more than 50%.

A “control share acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The shareholders or Board of Directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our common stock from the control share acquisition act.

40


The control share acquisition act is applicable only to shares of “Issuing Corporations” as defined by the Nevada law. An Issuing Corporation is a Nevada corporation, which: has 200 or more shareholders, with at least 100 of such shareholders being both shareholders of record and residents of Nevada; and does business in Nevada directly or through an affiliated corporation.

At this time, we do not have 100 shareholders of record resident of Nevada. Therefore, the provisions of the control share acquisition act do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply, the provisions of the control share acquisition act may discourage companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be in the interest of our shareholders.

The Nevada “Combination with Interested Shareholders Statute” may also have an effect of delaying or making it more difficult to effect a change in control of us. This statute prevents an “interested shareholder” and a resident domestic Nevada corporation from entering into a “combination,” unless certain conditions are met. The statute defines “combination” to include any merger or consolidation with an “interested shareholder,” or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an “interested shareholder” having: an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or representing 10 percent or more of the earning power or net income of the corporation.

An “interested shareholder” means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a “combination” within three years after the interested shareholder acquires its shares unless the combination or purchase is approved by the Board of Directors before the interested shareholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the Board of Directors or a majority of the voting power held by disinterested shareholders, or if the consideration to be paid by the interested shareholder is at least equal to the highest of: the highest price per share paid by the interested shareholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested shareholder, whichever is higher; the market value per common share on the date of announcement of the combination or the date the interested shareholder acquired the shares, whichever is higher; or if higher for the holders of preferred stock, the highest liquidation value of the preferred stock.

Registered Agent

We are required by section 78.090 of the Nevada Revised Statutes (the “NRS”) to maintain a registered agent in the State of Nevada. Our registered agent for this purpose is American Corporate Enterprises, Inc. All legal process and any demand or notice authorized by law to be served upon us may be served upon our registered agent in the State of Nevada in the manner provided in NRS 14.020(2) .

Transfer Agent

We have not engaged the services of a transfer agent at this time.

Holders

As of the date of this Prospectus, there are 2 holders of record of our common stock. See “Selling Security Holders” for effect of the offering on the current holders of our company’s security.

41


Dividends

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.

Equity Compensation Plans

As of July 22, 2013, we did not have any equity compensation plans.

Financial Statements

Our audited financial statements for the period from December 11, 2012 (inception) to December 31, 2012 and unaudited financial statements for the three months ended March 31, 2013 follow.

42


CATACA RESOURCES, INC.
(An Exploration Stage Company)
INDEX TO FINANCIAL STATEMENTS

Index To Financial Statements

  Page
   
Audited Financial Statements  
  Report of Independent Registered Public Accounting Firm F-2
  Balance Sheet as of December 31, 2012 F-3
Statement of Operations from Inception on December 11, 2012 through December 31, 2012 F-4
Statement of Changes in Stockholders’ Equity from Inception on December 11, 2012 through December 31, 2012 F-5
Statement of Cash Flows from Inception on December 11, 2012 through December 31, 2012 F-6
  Notes to the Financial Statements F-7

F-1


Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders
Cataca Resources, Inc.
(An Exploration Stage Company)

We have audited the accompanying balance sheets of Cataca Resources, Inc. (an exploration stage company) as of December 31, 2012 and the related statements of operations, changes in stockholders’ equity, and cash flows for the period from December 11, 2012 (inception) to December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cataca Resources, Inc. as of December 31, 2012, and the result of its operation and cash flow for the period from December 11, 2012 (inception) to December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements referred to above have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recurring losses from its planned principal operations. These factors raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Goldman Accounting Services CPA, PLLC
Goldman Accounting Services CPA, PLLC
Suffern, NY
July 19, 2013

F-2



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Balance Sheet

    December 31,  
    2012  
       
ASSETS      
Current assets:      
       Cash $  24,261  
               Total current assets   24,261  
       
Mineral property   5,000  
               Total assets $  29,261  
       
LIABILITIES AND STOCKHOLDERS' EQUITY      
       
Current liabilities: $  -  
       
Commitments and Contingencies   -  
       
Stockholders' equity:      
       Common stock: 75,000,000 shares authorized of $0.001 par value;
              30,000,000 shares issued and outstanding as of December 31, 2012
 
30,000
 
       Additional paid-in capital   -  
       Accumulated deficit during exploration stage   (739 )
               Total stockholders' equity   29,261  
               Total liabilities and stockholders' equity $  29,261  

The accompanying notes are an integral part of these financial statements

F-3



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Statement of Operations

    Period from  
    December 11, 2012  
    (Inception)  
    December 31,  
    2012  
       
Revenue $  -  
       
Operating costs:      
       General & administrative expenses $  739  
               Total operating costs $  739  
       
Other income (expenses)      
       Interest income $  -  
       Interest (expense)   -  
               Total other income (expenses) $  -  
       
Net loss $  (739 )
       
Loss per common share:      
       Basic and diluted $  (0.00 )
       
Weighted average common shares outstanding:      
       Basic and diluted   30,000,000  

The accompanying notes are an integral part of these financial statements

F-4



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity

                      Accumulated        
                      deficit        
          Common     Additional     during        
    Common     stock     paid-in     exploration        
    stock     amount     capital     stage     Total  
                               
Balance, December 11, 2012 (inception)   -   $  -   $  -   $  -   $ -  
                               
Shares issued for cash   30,000,000     30,000     -     -     30,000  
                               
Net loss, December 31, 2012   -     -     -     (739 )   (739 )
                               
         Balance, December 31, 2012   30,000,000   $  30,000   $  -    $          (739 $ 29,261  

The accompanying notes are an integral part of these financial statements

F-5



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Statements of Cash Flows

    Period from  
    December 11, 2012  
    (Inception)  
    December 31,  
    2012  
       
Cash flows from operating activities:      
Net loss $  (739 )
Net cash used in operating activities   (739 )
       
Cash flows from investing activities:      
Acquisition of mineral property   (5,000 )
             Net cash used in investing activities   (5,000 )
       
Cash flows from financing activities:      
Proceeds from stock issuances   30,000  
             Net cash provided by financing activities   30,000  
       
Net increase in cash   24,261  
Cash, beginning of the period   -  
Cash, end of the period $  24,261  
       
Non-cash investing and financing activities $  -  
       
Supplement cash flow disclosure:      
     Interest paid $  -  
     Income tax paid $  -  

The accompanying notes are an integral part of these financial statements

F-6



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2012

1. Nature of operations

Cataca Resources, Inc. (“Company”) was incorporated in the State of Nevada as a for-profit company on December 11. 2012 and established a fiscal year end of December 31. The Company is an Exploration Stage Company, as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards CodificationTM (the “Codification”) topic 915 “Development Stage Entities”. The Company is engaged in the acquisition, exploration and development of natural resource properties. The Company has no revenues and limited operating history.

2. Summary of significant accounting policies

Basis of Presentation

The Company's financial statements are presented in United States dollars and are prepared using the accrual method of accounting which conforms to generally accepted accounting principles in the United States of America (“US GAAP”).

Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2012, the Company had not yet achieved profitable operations, had accumulated losses of $739 since its inception and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

As of the date of the financial statements, there were no commitments to receive funds from any of the above transactions. Management estimates the minimum amount of additional funding necessary to remove the threat and enable the Company to remain viable for at least the twelve months following the date of the financial statements is approximately $40,000. Management intends to finance operating costs over the next twelve months with existing cash on hand and from the issuance of common shares.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. The Company is required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

F-7



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2012

2. Summary of significant accounting policies (continued)

Foreign Currency Translation

The financial statements are presented in United States dollars as substantially all of the Company’s operations use this denomination. Foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders’ equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations

Fair Value of Financial Instruments

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification TM (the “Codification”) topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s financial instruments as of December 31, 2012 approximate their respective fair values because of the short-term nature of these instruments.

Mineral Properties

Mineral property acquisition costs are capitalized in accordance with Codification topic 930 “Extractive Activities - Mining”. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. To date the Company has not established any reserves on its mineral properties.

Long-Lived Assets

Long-Lived assets, such as property and equipment, mineral properties, and purchased intangibles with finite lives (subject to amortization), are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with Codification topic 360 “Property, Plant, and Equipment”. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs. The Company’s management has considered the conditions outlined in Codification topic 360 and has concluded no impairment of the $5,000 mineral claim acquisition costs has taken place for the period from December 11, 2012 (inception) to December 31, 2012.

F-8



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2012

2. Summary of significant accounting policies (continued)

Income Taxes

Income taxes are provided in accordance with Codification topic 740, “Income Taxes”, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Current income tax expense (benefit) is the amount of income taxes expected to be payable (receivable) for the current year. A deferred tax asset and/or liability is computed for both the expected future impact of differences between the financial statement and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. Deferred income tax expense is generally the net change during the year in the deferred income tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be “more likely than not” realized in future tax returns. Tax rate changes and changes in tax laws are reflected in income in the period such changes are enacted.

Uncertain Tax Positions

Codification topic 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Accounting for uncertainty in income taxes is addressed by a two-step method of first evaluating whether a tax position has met a more-likely-than-not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted earnings loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items.

Recent Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, operations or cash flows.

F-9



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
December 31, 2012

3. Mineral property

On December 17, 2012, the Company entered into Mineral Rights Agreement with Benefacio Minerals LLC to purchase a 100% interest in a 9 unit claim block (the “Lebak Gold Claim”), containing approximately 91.5 hectares, which located in the province of Sultan Kudarat, Philippines, for the sum of $5,000. The said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines on December 20, 2012.

A two phased exploration program to further delineate the mineralized system currently recognized on Lebak Gold Mine is recommended and the proposed budget for the recommended work in PHP 810,000, equivalent to $20,000 approximately.

4. Income taxes

Due to the Company’s net loss position from December 11, 2012 (inception) to December 31, 2012, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded at December 31, 2012.

The components of net deferred tax assets are as follows:

    December 31,  
    2012  
       
Net operating loss carry-forward $  739  
Effective tax rate   34%  
Deferred tax asset $  251  
Less: Valuation allowance   (251 )
Net deferred tax asset $  -  

At December 31, 2012, the Company had federal net operating loss carryforwards for tax purposes of approximately $739, which may be available to offset future taxable income and which, if not used, begin to expire in 2027. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization

5. Common stock

The Company’s authorized common stock consists of 75,000,000 shares of common stock, with par value of $0.001.

On December 11, 2012, the Company issued 30,000,000 shares of its common stock to its sole director and officer at $0.001 per share, for total proceeds of $30,000.

6. Subsequent events

There are no subsequent events to be reported that occurred after the balance sheet date to the date these financial statements were available.

F-10



CATACA RESOURCES, INC.
(An Exploration Stage Company)
INDEX TO FINANCIAL STATEMENTS

Index To Financial Statements

  Page
   
Condensed Balance Sheets as of March 31, 2013 and December 31, 2012 F-2
Condensed Statements of Operations for the three months ended March 31, 2013 and from Inception on December 11, 2012 through March 31, 2013 F-3
Condensed Statements of Cash Flows for the three months ended March 31, 2013 and from Inception on December 11, 2012 through March 31, 2013 F-4
Notes to the Condensed Financial Statements F-5

F-1



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Condensed Balance Sheets

    March 31,     December 31,  
    2013     2012  
    (Unaudited)        
ASSETS            
Current assets:            
       Cash $  24,261   $  24,261  
               Total current assets   24,261     24,261  
             
Mineral property   5,000     5,000  
               Total assets $  29,261   $  29,261  
             
LIABILITIES AND STOCKHOLDERS' EQUITY            
Current liabilities: $  -   $  -  
             
Commitments and Contingencies   -     -  
             
Stockholders' equity:            
       Common stock: 75,000,000 shares authorized of $0.001 par value;
            30,000,000 shares issued and outstanding as of
            March 31, 2013 and December 31, 2012
 

30,000
   

30,000
 
       Additional paid-in capital   -     -  
       Accumulated deficit during exploration stage   (739 )   (739 )
               Total stockholders' equity   29,261     29,261  
               Total liabilities and stockholders' equity $  29,261   $  29,261  

The accompanying notes are an integral part of these condensed financial statements

F-2



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Condensed Statements of Operations
(Unaudited)

          Period from  
    For the three     December 11, 2012  
    months ended     (Inception) to  
    March 31,     March 31,  
    2013     2013  
             
Revenue $  -   $  -  
             
Operating costs:            
       General & administrative expenses $  -   $  739  
               Total operating costs $  -   $  739  
             
Other income (expenses)            
       Interest income $  -   $  -  
       Interest (expense)   -     -  
               Total other income (expenses) $  -   $  -  
             
Net loss $  -   $  (739 )
             
Loss per common share:            
       Basic and diluted $  (0.00 )      
             
Weighted average common shares outstanding:            
       Basic and diluted   30,000,000        

The accompanying notes are an integral part of these condensed financial statements

F-3



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Condensed Statements of Cash Flows
(Unaudited)

          Period from  
    For the three     December 11, 2012  
    months ended     (Inception) to  
    March 31,     March 31,  
    2013     2013  
             
Cash flows from operating activities:            
Net loss $  -   $  (739 )
Net cash used in operating activities   -     (739 )
             
Cash flows from investing activities:            
Acquisition of mineral property   -     (5,000 )
             Net cash used in investing activities   -     (5,000 )
             
Cash flows from financing activities:            
Proceeds from stock issuances   -     30,000  
             Net cash provided by financing activities   -     30,000  
             
Net increase in cash   -     24,261  
Cash, beginning of the period   24,261     -  
Cash, end of the period $  24,261   $  24,261  
             
Non-cash investing and financing activities $  -   $  -  
             
Supplement cash flow disclosure:            
     Interest paid $  -   $  -  
     Income tax paid $  -   $  -  

The accompanying notes are an integral part of these condensed financial statements

F-4



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
March 31, 2013

1. Nature of operations

Cataca Resources, Inc. (“Company”) was incorporated in the State of Nevada as a for-profit company on December 11. 2012 and established a fiscal year end of December 31. The Company is an Exploration Stage Company, as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standards CodificationTM (the “Codification”) topic 915 “Development Stage Entities”. The Company is engaged in the acquisition, exploration and development of natural resource properties. The Company has no revenues and limited operating history.

2. Summary of significant accounting policies

Interim financial information

The financial statements included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.

Basis of Presentation

The Company's financial statements are presented in United States dollars and are prepared using the accrual method of accounting which conforms to generally accepted accounting principles in the United States of America (“US GAAP”).

Going Concern

These condensed financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these condensed financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2013, the Company had not yet achieved profitable operations, had accumulated losses of $739 since its inception and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

As of the date of the financial statements, there were no commitments to receive funds from any of the above transactions. Management estimates the minimum amount of additional funding necessary to remove the threat and enable the Company to remain viable for at least the twelve months following the date of the financial statements is approximately $40,000. Management intends to finance operating costs over the next twelve months with existing cash on hand and from the issuance of common shares.

F-5



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
March 31, 2013

2. Summary of significant accounting policies (continued)

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. The Company is required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

Foreign Currency Translation

The financial statements are presented in United States dollars as substantially all of the Company’s operations use this denomination. Foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the periods presented. Related translation adjustments are reported as a separate component of stockholders’ equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations

Fair Value of Financial Instruments

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification TM (the “Codification”) topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s financial instruments as of March 31, 2013 and December 31, 2012 approximate their respective fair values because of the short-term nature of these instruments.

Mineral Properties

Mineral property acquisition costs are capitalized in accordance with Codification topic 930 “Extractive Activities - Mining”. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. To date the Company has not established any reserves on its mineral properties.

F-6



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
March 31, 2013

2. Summary of significant accounting policies (continued)

Long-Lived Assets

Long-Lived assets, such as property and equipment, mineral properties, and purchased intangibles with finite lives (subject to amortization), are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with Codification topic 360 “Property, Plant, and Equipment”. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs. The Company’s management has considered the conditions outlined in Codification topic 360 and has concluded no impairment of the $5,000 mineral claim acquisition costs has taken place for the period from December 11, 2012 (inception) to March 31, 2013.

Income Taxes

Income taxes are provided in accordance with Codification topic 740, “Income Taxes”, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Current income tax expense (benefit) is the amount of income taxes expected to be payable (receivable) for the current year. A deferred tax asset and/or liability is computed for both the expected future impact of differences between the financial statement and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. Deferred income tax expense is generally the net change during the year in the deferred income tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be “more likely than not” realized in future tax returns. Tax rate changes and changes in tax laws are reflected in income in the period such changes are enacted.

Uncertain Tax Positions

Codification topic 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Accounting for uncertainty in income taxes is addressed by a two-step method of first evaluating whether a tax position has met a more-likely-than-not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with Codification topic 260, “Earnings Per Share” for the periods presented. Basic net loss per share is computed using the weighted average number of common shares outstanding. Diluted loss per share has not been presented because there are no dilutive items. Diluted earnings loss per share is based on the assumption that all dilutive stock options, warrants, and convertible debt are converted or exercised by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Options, warrants and/or convertible debt will have a dilutive effect, during periods of net profit, only when the average market price of the common stock during the period exceeds the exercise or conversion price of the items.

F-7



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
March 31, 2013

2. Summary of significant accounting policies (continued)

Recent Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, operations or cash flows.

3. Mineral Property

On December 17, 2012, the Company entered into Mineral Rights Agreement with Benefacio Minerals LLC to purchase a 100% interest in a 9 unit claim block (the “Lebak Gold Claim”), containing approximately 91.5 hectares, which located in the province of Sultan Kudarat, Philippines, for the sum of $5,000. The said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines on December 20, 2012.

A two phased exploration program to further delineate the mineralized system currently recognized on Lebak Gold Mine is recommended and the proposed budget for the recommended work in PHP 810,000, equivalent to $20,000.

4. Income taxes

Due to the Company’s net loss position from inception on December 11, 2012 to March 31, 2013, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded at March 31, 2013 and December 31, 2012.

The components of net deferred tax assets are as follows:

    March 31,     December 31,  
    2013     2012  
             
Net operating loss carry-forward $  739   $  739  
Effective tax rate   34%     34%  
Deferred tax asset $  251   $  251  
Less: Valuation allowance   (251 )   (251 )
Net deferred tax asset $  -   $  -  

At March 31, 2013, the Company had federal net operating loss carryforwards for tax purposes of approximately $739, which may be available to offset future taxable income and which, if not used, begin to expire in 2027. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization

F-8



CATACA RESOURCES, INC.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
March 31, 2013

5. Common stock

The Company’s authorized common stock consists of 75,000,000 shares of common stock, with par value of $0.001.

On December 11, 2012 (inception), the Company issued 30,000,000 shares of its common stock to its sole director and officer at $0.001 per share, for total proceeds of $30,000.

6. Subsequent events

There are no subsequent events to be reported that occurred after the balance sheet date to the date these financial statements were available.

F-9


Management’s Discussion and Analysis of Financial Position and Results of Operations

This discussion should be considered in conjunction with unaudited and audited financial statements of our company, which have been prepared in accordance with accounting principles generally accepted in the United States, and forward-looking statements contained here apply from this date and involve some risks and uncertainties. We are a start-up, pre-exploration stage company. We have a limited operating history and have not yet generated or realized any revenues from our activities. We have yet to undertake any exploration activity on our sole property, the Lebak Gold Claim. As our property is in the early stage of exploration and there is no reasonable likelihood that revenue can be derived from the property in the foreseeable future. Our plan is to explore the Lebak Gold Claim for gold; we want to proceed but the lack of sufficient cash is our limiting factor. The two phase exploration program will cost $8,625 (PHP375,000) for Phase I and $10,005 (PHP435,000) for Phase II. Thus, the anticipated company expenses over the next year are roughly $18,630 in exploration alone if Phase I and Phase II are undertaken. We also anticipate an additional $20,975 for operating expenses including professional legal and accounting services required after becoming a reporting company. No revenues have yet been earned. As we are a pre-exploration company, we do not anticipate revenues until a commercially profitable product can be extracted and sold. As exploration has not yet commenced, we remain uncertain as to whether we will ever discover profitable amounts of mineral and what the market will be for it when and if we do produce some. If conditions are favourable, then upon discovery we will enter into production. If we do not proceed then we will try to acquire an interest in another mineral claim. Should we not have sufficient funds to purchase another mineral claim outright then we may have to make a share offering to obtain an option on a property. If that succeeds then we would again try to explore with money raised by offering our stock, engaging in borrowing, or locating a joint venture partner. We have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals, if ever. Accordingly, we must raise cash from sources other than the sale of gold or other minerals found on the Lebak Gold Claim.

To implement further exploration work on the Lebak Gold Claim and to stay in business, we must raise additional cash – particularly over the next 12 months. If we cannot raise additional funds we will not have sufficient funds to satisfy our cash requirements and would have to go out of business. Since our business activity is related solely to the exploration and evaluation of the Lebak Gold Claim, it is the opinion of management that the most meaningful financial information relates primarily to current liquidity and solvency. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms. As at December 31, 2012, we had $49,261 in working capital. On March 31, 2013, our working capital was $24,261. Our future financial success will be dependent on the success of the exploration work on the Lebak Gold Claim. Such exploration may take years to complete and future cash flows, if any, are impossible to predict at this time. The realization value from any mineralization which may be discovered by us is largely dependent on factors beyond our control such as the market value of metals produced, mining regulations in the Philippines and foreign exchange rates.

Forward Looking Statements

This Prospectus contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for the purposes of this Prospectus, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties and actual results could differ materially from those anticipated by the forward-looking statements.

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Liquidity and Capital Resources

Since inception to March 31, 2013 we have raised capital through private placements of common stock aggregating $30,000 with our only two shareholders and officers: Mr. Barrios and Mr. Ramos. We currently have working capital but in the future we may need to draw down additional funds from a loan facility provided by our President and/or raise capital from other sources in order to satisfy our cash requirements. This loan facility has not been reduced to writing. At March 31, 2013, there is no balance owed on the facility.

Our capital commitments for the coming 12 months consist of administrative expenses together with expenses associated with the completion of our planned exploration program. Including this exploration work, we estimate that we will have to incur the following expenses during the next 12 months:


Description
Estimated
Completion Date
Estimated
Expenses
($)
Legal and accounting fees 12 months 15,000
Exploration expenses (1) 12 months 18,630
Investor relations and capital raising 12 months 2,500
Management and operating costs 12 months Nil
Salaries and consulting fees 12 months Nil
Fixed asset purchases 12 months Nil
General and administrative expenses 12 months 3,475
Total   39,605

(1) For Phase I and Phase II of the recommended exploration program.

Since our initial share issuances, our company has been unable to raise additional cash forcing it to rely in the future upon cash advances from its directors to meet current and future liabilities over the next few months.

We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next 12 months. We will not buy any equipment unless we locate a body of ore and determine that it is economical to extract the ore from the land. We may attempt to interest other companies to undertake exploration work on the Lebak Gold Claim through joint venture arrangement or even the sale of part of the Lebak Gold Claim. Neither of these avenues has been pursued as of the date of this Prospectus. Our geologist has recommended an exploration program for the Lebak Gold Claim. However, even if the results of this work suggest further exploration work is warranted, we do not presently have the requisite funds and so will be unable to complete anything beyond the exploration work on Phase I recommended in the Report until we raise more money or find a joint venture partner to complete the exploration work. If we cannot find a joint venture partner and do not raise more money, we will be unable to complete any work beyond the exploration program recommended by our geologist. If we are unable to finance additional exploration activities, we do not know what we will do and we do not have any plans to do anything else. We do not intend to hire any employees at this time. All of the work on the Lebak Gold Claim will be conducted by our two officers who have extensive experience in geology. They will be responsible for supervision, surveying, exploration, and excavation and will be capable of evaluating the information derived from the exploration and excavation including advising our company on the economic feasibility of removing any mineralized material we may discover.

48


Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance as an exploration corporation. We are an exploration stage company and have not generated any revenues from our exploration activities. We cannot guarantee we will be successful in our exploration activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we must invest in the exploration of our property before we start production of any minerals that we may find. We must obtain equity or debt financing to provide the capital required to fully implement our phased exploration program. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholder.

Results of Operations

For the period from inception to December 31, 2012

Lack of Revenues

We have limited operational history. From our inception on December 11, 2012 to December 31, 2012 we did not generate any revenues. As a mineral pre-exploration company, we anticipate that we will incur substantial losses for the foreseeable future and do not believe we will be able generate revenues during the next 12 months.

Expenses

During the period from December 11, 2012 (inception) to December 31, 2012 our total expenses were $739 that was paid for incorporation.

Net Loss

For the period from December 11, 2012 (inception) to December 31, 2012 we incurred a net loss of $739.

Three months ended March 31, 2013

As of March 31, 2013, our cash on hand had no change.

Lack of Revenues

We have limited operational history. From our inception on December 11, 2012 to March 31, 2013 we did not generate any revenues. As a mineral pre-exploration company, we anticipate that we will incur substantial losses for the foreseeable future and do not believe we will be able generate revenues during the next 12 months.

49


Expenses

For the three month period ended March 31, 2013 our expenses were $Nil.

During the three month period ended March 31, 2013 our total expenses were $Nil.

Net Loss

For the three month period ended March 31, 2013 we incurred a net loss of $Nil.

Our Planned Exploration Program

We must conduct exploration to determine what, if any, amounts of minerals exist on the Lebak Gold Claim and if such minerals can be economically extracted and profitably processed.

Our planned exploration program is designed to efficiently explore and evaluate our property.

Our anticipated exploration costs for Phase I work on the Lebak Gold Claim are approximately $8,625. This figure represents the anticipated cost to us of completing only Phase I work recommended by Mr. Martinez. However, should the results of this work be sufficiently encouraging to justify our undertaking Phase II work recommended in the Report (see “Description of Property”), at an estimated cost of $10,005, we will have to raise additional investment capital. Regardless, we will have to raise additional funds within the next 12 months in order to satisfy our ongoing cash requirements and finance anything beyond Phase I and II work on the Lebak Gold Claim.

Balance Sheet

Total cash as at December 31, 2012 was $24,261. Our working capital as at December 31, 2012 was $24,261.

Since inception on December 11, 2012 to March 31, 2013, our working capital was derived from the completion of an initial seed capital offering on December 11, 2012 which raised $30,000. Total stockholders’ equity as at March 31, 2013 was $29,261. Total shares outstanding as at March 31, 2013 were 30,000,000.

Trends

We are in the pre-explorations stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, other than as described in this section or in “Risk Factors” (see page 9).

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 our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

50


Inflation

The effect of inflation on our revenues and operating results has not been significant.

Critical Accounting Policies

Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting which conforms to GAAP.

The financial statements as of march 31, 2013 included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with our audited financial statements included in our Form 10-K from Inception on December 11, 2012 through December 31, 2012, to be filed with the Securities and Exchange Commission on December 31, 2013.

Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that we will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should we be unable to continue as a going concern. At March 31, 2012, our company had not yet achieved profitable operations, had accumulated losses of $739 since its inception and expects to incur further losses in the development of its business, all of which raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

We expect to continue to incur substantial losses as we execute our business plan and do not expect to attain profitability in the near future. Since our inception, our company has funded operations through the issuance of shares to its officers and sole directors. Our future operations are dependent upon external funding and its ability to execute its business plan, realize sales and control expenses. The management of our company believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that we will be able to obtain sufficient funds to continue the development of its business operation, or if obtained, upon terms favorable to us.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although, we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

51


Mineral Properties

Mineral property acquisition costs are capitalized in accordance with Codification topic 930 “Extractive Activities - Mining”. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. To date our company has not established any reserves on its mineral properties.

Long-Lived Assets

Long-Lived assets, such as property and equipment, mineral properties, and purchased intangibles with finite lives (subject to amortization), are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with Codification topic 360 “Property, Plant, and Equipment”. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability of assets is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by an asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized as the amount by which the carrying amount exceeds the estimated fair value of the asset. The estimated fair value is determined using a discounted cash flow analysis. Any impairment in value is recognized as an expense in the period when the impairment occurs. Our management has considered the conditions outlined in Codification topic 360 and has concluded no impairment of the $5,000 mineral claim acquisition costs has taken place for the period from December 11, 2012 (inception) to March 31, 2013.

Income Taxes

Income taxes are provided in accordance with Codification topic 740, “Income Taxes”, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Current income tax expense (benefit) is the amount of income taxes expected to be payable (receivable) for the current year. A deferred tax asset and/or liability is computed for both the expected future impact of differences between the financial statement and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. Deferred income tax expense is generally the net change during the year in the deferred income tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be “more likely than not” realized in future tax returns. Tax rate changes and changes in tax laws are reflected in income in the period such changes are enacted.

52


Recent Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, operations or cash flows.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

We have not had any changes in or disagreements with our independent public accountants since our inception.

Directors and Executive Officers

Directors and Officers

Our bylaws state that our authorized number of directors shall be not less than one and shall be set by resolution of our Board of Directors. Our Board of Directors has fixed the number of directors at two, and we currently have two directors.

Our current directors and officers are as follows:

                                  Name Age Position
Edward Barrios 44 President and Director
Maxwell Ramos 61 Secretary and Treasurer

Our director will serve in that capacity until our next annual shareholder meeting or until his successor is elected and qualified. Officers hold their positions at the will of our Board of Directors. There are no arrangements, agreements or understandings between non-management security holders and management under which non-management security holders may directly or indirectly participate in or influence the management of our affairs.

Edward Barrios, 44, Director and President, Makati, the Republic of the Philippines

Edward Barrios is a citizen of the Philippines and obtained his Bachelor of Commerce in Business Administration and Accounting and Master of Business Administration from the University of the Far East, Manila, Philippines, in 1991 and 1995, respectively. In late 2005, Mr. Barrios became a Senior Accountant with MRP Accounting and Financial Services where he advises on tax and finance strategies, prepares financial statements, assists with audits, and provides tax advice on investment returns.

Mr. Barrios has been Director and President of our company since its inception on December 11, 2012.

Maxwell Ramos, 61, Secretary and Treasurer, Manila, the Republic of the Philippines

53


Maxwell Ramos has over 33 years of diverse experience in the mining and underground civil construction industry. His experience in mining and construction includes methods of open pit, room and pillar, long wall and tunnel boring machines. His experience in commodities includes gold, copper and uranium.

Mr. Ramos obtained his Bachelor of Science in Geology and Masters of Science from the University of Melbourne in Melbourne, Australia, in 1973 and 1977, respectively. From 1997 to 2006, Mr. Ramos worked as an engineer and in engineering capacities for Bendigo Mining, Straits Resources, Conquest Develops and P.T. Freeport McMoRan. From 2007 to 2008, Mr. Ramos worked as a Mine Manager and for Denison Mines (USA) Corp. From mid-2008 to mid-2009, he was the Manager of Mine Technical Services of Xstrata Copper in Queensland, Australia. From early 2010 to later 2011, Mr. Ramos was then employed as the Head Geologist of Tauronga Resources Inc. Most recently, Mr. Ramos was employed as the Mine Manager of the Jabal Sayid Project of Hizon Mining from 2011 to 2012.

Mr. Ramos has been Secretary and Treasurer of our company since its inception on December 11, 2012.

Mr. Barrios will devote his full time attention to the operations of our company. Mr. Ramos will devote approximately 40 hours per week to the business operations of our company.

Other Directorships

None of our directors hold any other directorships in any company with a class of securities registered pursuant to section 12 of the Exchange Act or subject to the requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.

Board of Directors and Director Nominees

Since our Board of Directors does not include a majority of independent directors, the decisions of the Board regarding director nominees are made by persons who have an interest in the outcome of the determination. The Board will consider candidates for directors proposed by security holders, although no formal procedures for submitting candidates have been adopted. Unless otherwise determined, at any time not less than 90 days prior to the next annual Board meeting at which the slate of director nominees is adopted, the Board will accept written submissions from proposed nominees that include the name, address and telephone number of the proposed nominee; a brief statement of the nominee’s qualifications to serve as a director; and a statement as to why the security holder submitting the proposed nominee believes that the nomination would be in the best interests of our security holders. If the proposed nominee is not the same person as the security holder submitting the name of the nominee, a letter from the nominee agreeing to the submission of his or her name for consideration should be provided at the time of submission. The letter should be accompanied by a résumé supporting the nominee’s qualifications to serve on the Board, as well as a list of references.

The Board identifies director nominees through a combination of referrals from different people, including management, existing Board members and security holders. Once a candidate has been identified, the Board reviews the individual’s experience and background and may discuss the proposed nominee with the source of the recommendation. If the Board believes it to be appropriate, Board members may meet with the proposed nominee before making a final determination whether to include the proposed nominee as a member of the slate of director nominees submitted to security holders for election to the Board.

Some of the factors which the Board considers when evaluating proposed nominees include their knowledge of and experience in business matters, finance, capital markets and mergers and acquisitions. The Board may request additional information from each candidate prior to reaching a determination.

54


The Board is under no obligation to formally respond to all recommendations, although as a matter of practice, it will endeavor to do so.

Conflicts of Interest

Our directors and officers are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

In general, officers and directors of a corporation are required to present business opportunities to a corporation if:

  • the corporation could financially undertake the opportunity;

  • the opportunity is within the corporation’s line of business; and

  • it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

Significant Employees

Other than as described above, we do not expect any other individuals to make a significant contribution to our business.

Legal Proceedings

To the knowledge of our company, during the past ten years, none of our director or executive officers:

(1)

has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;

   
(2)

was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

   
(3)

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:


  (i)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

55



  (ii) engaging in any type of business practice; or
     

(iii)

engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;


(4)

was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;

   
(5)

was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.

   
(6)

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

   
(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:


  (i) Any Federal or State securities or commodities law or regulation; or
     

(ii)

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

     

(iii)

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or


(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence – Transactions with Related Persons”, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Audit Committee

56


We do not currently have an audit committee or a committee performing similar functions. The Board of Directors as a whole participates in the review of financial statements and disclosure.

Family Relationships

There are no family relationships among our officers, directors, or persons nominated for such positions.

Code of Ethics

We have not adopted a code of ethics that applies to our officers, directors and employees. When we do adopt a code of ethics, we will disclose it in a Current Report on Form 8-K.

Executive Compensation

We have no standard arrangement to compensate our director or officers for their services in their respective capacity as directors or officers. The director and officers are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred. Currently, the director and officers receive and have received no funds or other cash considerations. There are no financial agreements with our executive officers at this time although we will reimburse them for reasonable expenses incurred during their performance. We won’t pay compensation for attendance at meetings. The table below summarizes compensation:

Summary Compensation Table


Name and
Principal
Position
(a)



Year
(b)


Salary
($)
(c)


Bonus
($)
(d)

Stock
Awards
($)
(e)

Options
Awards
(Number)
(f)
NonEquity
Incentive Plan
Compensation
($)
(g)

All Other
Compensation
($)
(h)



Total ($)
(j)
                 
Edward Barrios,
President and
Director


2013


-0-


-0-


-0-


-0-


-0-


-0-


-0-
                 
Maxwell Ramos,
Secretary and
Treasurer


2013


-0-


-0-


-0-


-0-


-0-


-0-


-0-

Employment Agreements

We have no employment agreements with any of our executive officers.

Equity Compensation Plans, Stock Options, Bonus Plans

No such plans or options exist. None have been approved or are anticipated. No Compensation Committee exists either.

Compensation of Directors

57


We have no formal plan for compensating our directors for their services in the future in their capacity as directors, although such directors are expected in the future to receive options to purchase shares of our common stock as awarded by our Board of Directors or by any compensation committee that may be established.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

Compensation Committee

We do not currently have a compensation committee of the Board of Directors or a committee performing similar functions. The Board of Directors as a whole participates in the consideration of executive officer and director compensation.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of July 19, 2013 the total number of shares owned beneficially by each of our director, officers and key employees and the present owner of 5% or more of our total outstanding shares. The shareholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. Except as indicated in the footnotes to these tables, and as affected by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them.

Title or Class Name and Address of Beneficial Owner (1) Ownership (2) Amount of
Beneficial
Percent of
Class
       
Common Stock
Edward Barrios (President and Director), 782 20,000,000
Ayala Avenue, Makati, Philippines
66.7
%
Common Stock
Maxwell Ramos (Secretary and Treasurer), 23 10,000,000
Mapano Road, Manila, Philippines
33.3
%
Total 30,000,000 100 %

  (1)

Unless otherwise noted, the security ownership disclosed in this table is of record and beneficial.

  (2)

Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons. None of our officers or director has options, warrants, rights or conversion privileges outstanding.

We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in our control.

We are not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government.

58


Certain Relationships and Related Transactions

Relationships

Our executive officers are not related.

Transactions with related persons, promoters and certain control persons

We have not entered into any transaction involving our officers and directors or any entity controlled by them.

To this date, and aside from the following transaction proposed with this share offering, there have been no agreements or transactions with the director/officers, nominees for election as directors, any principal security holders, or any relative or spouse of such named persons. There have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common stock, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest, except as follows:

As of the date of this Prospectus, there have been 30,000,000 shares issued to Mr. Barrios, director and president, and Mr. Ramos, secretary and treasurer, at the price of $0.001 per share, for an aggregate consideration of $30,000.

The shares issued to the officers were in consideration of their agreeing to take the initiative in developing and implementing the business plan of our company, including, among other things, providing the initial seed capital to allow our company to engage a professional geologist to assist in identifying a mineral prospect considered worthy of exploration thus enabling our company to implement its business plan

No transactions between the Selling Security Holders are known to have occurred.

Corporate Governance

Director Independence

We have determined that we do not have a director that would qualify as an “independent director” as defined by Nasdaq Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire Board of Directors acts in such capacities. We believe that our Board of Directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Board of Directors of our company does not believe that it is necessary to have a standing audit, compensation or nominating committee because we believe that the functions of such committees can be adequately performed by the Board of Directors. Additionally, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 12A – Disclosure of Commission Position on Indemnification of Securities Act Liabilities

59


Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

We are incorporated under the laws of the State of Nevada. Section 78.138 of the Nevada Revised Statutes (“NRS”) provides that neither a director nor an officer of a Nevada corporation can be held personally liable to the corporation, its stockholders or its creditors unless the director or officer committed both a breach of fiduciary duty and such breach was accompanied by intentional misconduct, fraud, or knowing violation of law. Nevada does not exclude breaches of the duty of loyalty or instances where the director has received an improper personal benefit.

A Nevada corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding, if he is not liable under NRS 78.138 (see above), acted in “good faith” and in a manner he reasonably believed to be in and not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. However, with respect to actions by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. A director or officer who is successful, on the merits or otherwise, in defence of any proceeding subject to the Nevada corporate statutes’ indemnification provisions must be indemnified by the corporation for reasonable expenses incurred in connection therewith, including attorneys’ fees.

The Company’s Bylaws provide that the corporation shall, to the maximum extent and in the manner permitted by the NRS, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him or her in connection with any action, suit or other proceeding in which he or she may be involved or with which he or she may be threatened, or other matters referred to in or covered by said provisions both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer of the corporation. The Company’s Bylaws do not modify Nevada law in this respect.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

60


We have no liability insurance.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until a date, which is 90 days after the date of this Prospectus, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13 – Other Expenses of Issuance and Distribution

No expenses will be borne by the Selling Security Holders. Our estimated expenses in connection with the issuance and distribution of the securities being registered in this Prospectus are as follows:

Commission filing fee $  4.09  
Legal fees and expenses   3,500  
Accounting fees and expenses   3,500  
Printing and marketing expenses   1,000  
Miscellaneous   500  
Total $  8,504.09  

Item 14 – Indemnification of Directors and Officers

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of us is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

  • Article VII of our Bylaws, filed as Exhibit 3.3 to this Registration Statement; and

  • Chapter 78 of the NRS.

Nevada Revised Statutes

Section 78.138 of the NRS provides for immunity of directors from monetary liability, except in certain enumerated circumstances, as follows:

“Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the Articles of Incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that:

61



  (a)

his act or failure to act constituted a breach of his fiduciary duties as a director or officer; and

     
  (b)

his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.”

Section 78.7502 of the NRS provides as follows:

1.

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:

     
(a)

is not liable pursuant to NRS 78.138; or

     
(b)

acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

     
2.

A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:

     
(a)

is not liable pursuant to NRS 78.138; or

     
(b)

acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Our Bylaws

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

62


Item 15 – Recent Sales of Unregistered Securities

On the inception of our company (on December 11, 2012) to the date of this Prospectus, our company sold 20,000,000 shares of common stock at one tenth of a cent ($0.001) to its President and Director, Mr. Barrios, for a total purchase price of $20,000 in cash. At the same time, 10,000,000 shares of common stock were sold at one tenth of a cent ($0.001) to its Secretary and Treasurer, Mr. Ramos, for a total purchase price of $10,000 in cash.

Our company believes that the above sales were exempt from registration upon reliance of section 4(2) of the Securities Act of 1933 and upon Regulation S promulgated under the Securities Act. No commissions were paid in connection with the above transactions.

63


Item 16 – Exhibits

Exhibit Exhibit
Number Description
3.1 Articles of Incorporation of Cataca Resources, Inc.
3.2 Corporate Charter filed with the Nevada Secretary of State on December 11, 2012.
3.3 Bylaws of Cataca Resources, Inc.
4.1 Instrument Defining the Right of Holders – Form of Share Certificate.
5.1 Legal Opinion of Michael J. Morrison, Chtd.
10.1 Assignment of Claim Agreement with Benefacio Minerals LLC, dated December 11, 2012.
23.1 Consent of Goldman Accounting Services CPA, PLLC.
23.2 Consent of Michael J. Morrison, Chtd. (incorporated in Exhibit 5.1).
23.3 Consent of John Jeffrey Martinez, B.Sc, M.Sc. Geological report by John Jeffrey Martinez.
99.1 Geological Report of John Jeffrey Martinez.
99.2 Legal Documentation re. Lebak Gold Claim.

64


Item 17 – Undertakings

The registrant hereby undertakes:

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     
(i)

To include any prospectus required by section 10(a)(3) of the Securities Act;

     
(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

     
(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

     
2.

That for the purpose of determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

     
3.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

     
4.

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

     
(i)

Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

     
(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

     
(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

65



  (iv)

Any other communication that is an offer in the offering made by the registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

66


Signatures

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Makati of the Republic of the Philippines, on July 24, 2013.

  CATACA RESOURCES, INC.
     
  By: /s/ Edward Barrios
    Edward Barrios
    President and Director  

In accordance with the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.

SIGNATURES      TITLE DATE
       
       
/s/ Edward Barrios   President and Director July 24 , 2013
Edward Barrios      
       
       
/s/ Maxwell Ramos     July 24 , 2013
Maxwell Ramos   Secretary and Treasurer  

67



































COMPANY: CATACA RESOURCES, INC.
       
Number of Shares      
Certificate No. REGISTERED HOLDER TRANSFER FROM CERTIFICATE RECEIVED:
      Date: ___________________
Class:                  Common Allotment  
Par Value            $0.001   ________________________
Date of Issue     Signature

CATACA RESOURCES, INC.
A NEVADA COMPANY

1 Common $0.0001

TRANSFER OF THESE SHARES IS RESTRICTED

CATACA RESOURCES, INC.

THIS CERTIFIES THAT:

is the registered holder of the number and class of shares described hereon.

See reverse for restrictions IN WITNESS WHEREOF, the Company has
  caused this Certificate to be signed by a duly
  authorized director or officer.
   
   
 
  President



For value received, the undersigned hereby sells, assigns and transfers unto:
 ______________________________________________
(transferee)
  ______________________________________________
(number and class)
share(s) represented by the within Certificate.
 
DATE  ___________________________________________________
 
SIGNATURE  ______________________________________________
 
WITNESS  ________________________________________________
 

Note: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement, or any change whatsoever.

THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").

NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.






 





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cataca Resources, Inc.
782 Ayala Avenue, Makati City,
Philippines

We hereby consent to the use of our audit report dated July 19, 2013 in this Registration Statement on Form S-1, with respect to the balance sheet of Cataca Resources, Inc. as of December 31, 2012 and the related statements of operations, stockholders’ equity, and cash flows for the period from December 11, 2012 (inception) to December 31, 2012.

Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Goldman Accounting Services CPA, PLLC

Goldman Accounting Services CPA, PLLC
Suffern, New York
July 26, 2013





SUMMARY OF EXPLORATION ON THE

LEBAK GOLD CLAIM

SULTAN KUDARAT, PHILIPPINES

LEBAK GOLD CLAIM
Latitude 6º30'46” North Longitude 122º 52' 45” East

For Cataca Resources Inc

By John Jeffrey Martinez
December 15, 2012


TABLE OF CONTENTS

SUMMARY

     
1.

INTRODUCTION AND TERMS OF REFERENCE

 
1.1

Disclaimer

     
2.

PROPERTY DESCRIPTION AND LOCATION

 
3.

ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND TOPOGRAPHY

     
4.

HISTORY

     
5.

GEOLOGICAL SETTING

 
5.1

REGIONAL GEOLOGY OF THE AREA

 
5.11

STRATIGRAPHY

 
5.12

INTRUSIVE

     
5.13

STRUCTURE

     
6.

DEPOSIT TYPES

     
7.

MINERALIZATION

 
8.

EXPLORATION

 
8.1

PROPERTY GEOLOGY

 
9.

DRILLING SUMMARY

 
10.

SAMPLING METHOD; SAMPLE PREPARATION; DATA VERIFICATION

     
11.

ADJACENT PROPERTIES

 
12.

INTERPRETATIONS AND CONCLUSIONS

     
13.

RECOMMENDATIONS

     
13.1

BUDGET

     
14.

STATEMENT OF QUALIFICATIONS

     
15.

APPENDIX I – REFERENCES

     
16.

APPENDIX II – LOCATION MAPS

2


SUMMARY

Cataca Resources Inc. has purchased a 100% interest in Lebak Gold Mine. The property consists of one – 9 unit claim block containing 91.5 hectares which have been staked and recorded with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Philippines.

Lebak Gold Mine, located about 35 km Western of the province of Sultan Kudarat , lies 40 km Northwest of Upi and 62 km Northeast Esperanza and Isulan, is a gold exploration project, located 45 km Southwest of the past producing Isulan Gold Mine. The claims are accessible by all-weather government-maintained roads to the town of Lebak and to Upi to the North West. Year-round deep sea port facilities at Kalamansig and the skilled population base found between Lebak and Sultan Kudarat is readily available.

The past producing mines yielded 25 million ounces of gold during the years 1922 and 1996 .

The district is immensely rich in mineral resources. The high elevation forest of the district have concentrations of heavy minerals like Ilmenite, Rutile, Monosite and Zircon which offer scope of exploitation for industrial purpose.

A recommended two phased mineral exploration program consisting of air photo interpretation, geological mapping, geochemical soil sampling and geophysical surveying will enhance the targets for diamond drilling. This exploration program to fully evaluate the prospects of the Lebak Gold Mine, at a cost of Php 810,000 is fully warranted to be undertaken.

3



1.

INTRODUCTION

In 2012 , Cataca Resources Inc. acquired a 100% interest in the Lebak Gold Mine that was staked to cover gold zones within the similar to the Isulan Gold Mine which is located approximately 45 kilometers to the Southwest of the Lebak Gold Mine, produced in excess of 25 million ounces of gold and is currently being reactivated on a limited basis.

The claim is located 35 km Northwest of Sultan Kudarat, 62 km Southeast of the Esperanza which is one of the closest cities.

Previous exploration work to investigate the mineral potential of the property has outlined some favourable areas for continued exploration and development.

This report was initiated by the President of Cataca Resources Inc. to summarize the exploration potential of the Lebak Gold Mine and its mineral prospects, to be filed with the appropriate regulatory bodies

1.1

Disclaimer

In order to write the report, historical and current geological reports of the area and of the property were reviewed. A visit to the area of the property was made in November 26 - 30, 2012 for the purpose of evaluating the exploration potential of the area. The reports by previous qualified persons as presented from a literature search of the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines in its annual reports, papers, Geological Survey maps and assessment reports provide most of the technical basis for this report.

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2.

PROPERTY DESCRIPTION AND LOCATION

Lebak Gold Mine project consists of 1 unpatented mineral claim, located 35 kilometers West of the province of Sultan Kudarat at UTM co-ordinates Latitude 6º30'46” North and Longitude 122º 52' 45” East. The mineral claim was assigned to Cataca Resources Inc. by Benefacio Minerals LLC. and the said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines.

There are no known environmental concerns or parks designated for any area contained within the claims. The property has no encumbrances. As advanced exploration proceeds there may be bonding requirements for reclamation.

Cataca Resources Inc. has purchased a 100% interest in the property.

3.

ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND TOPOGRAPHY

Under the Köppen climate classification system, the municipality of Lebak features a tropical rainforest climate. Together with the rest of the Philippines, Lebak has a mild climate with evenly distributed rainfall throughout the year. Being located outside of the typhoon path, it does not tropical depressions, typhoons and devastating winds. Climate is generally classified in terms of rainfall difference due to combined influence of topography and air stream direction prevailing in the locality. The municipality of Lebak falls under TYPE IV classification. Rainfall is more or less evenly distributed throughout the year. Prevailing winds- light to moderate.

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Plains/Ranges

Lebak is marked with hilly, mountainous ranges. The plains range from level to nearly level while uplands range from nearly level to hilly mountainous and gently rolling slopes which are suitable for intensive rice and corn farming.

Soil Types

Silty Loam which is best suited for agricultural crops such as rice, corn and vegetables. This covers 37.36% or 17,500 has of the total land area. Soils Undifferentiated which is favorable suited to grazing, pasture, forest andagro-forestry. This covers a total of 29,440 has or 62.64% . [4]

Hydrology/ Natural resources

The Municipality is rich in natural resources. Its fishing ground abounds with fish of various species for domestic consumption and export. Marine products bring substantial income to marginal fisherman. Fishing grounds is practically untapped.

Transport of goods from and into the town was very difficult and tricky. Rough road to Isulan by provincial road sometimes take 1 day. The shipping from Port of Cotabato to Lebak by motorboatlocally called "lantsa" also take a day to travel. Even in its isolation from the nearby cities in early days. This municipality managed to boast its local economy to its full potential. The opening of new routes and improvement in transport system are expect to deliver the town into an economic promise. Strengthen inter-regional trade linkage, gain access to potential agricultural production and will support various economic activities in the adjacent areas. The major source of income are: Rice and Corn

The municipality can be reached by Public Utility Jeep, Private Vehicles The completion of concrete national road from junction of Awang — Upi — Lebak road will be a great impact on the economy of Lebak.

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4.

HISTORY

Deposits of shell and eroded sand formed the basis for the limestone, which makes up most of Philippines. This limestone was, over the ages, pushed upwards, making it possible to find today sea fossils high in the country’s mountains. This pushing up continues today. It is caused by the fact that the Philippine Plate, on which most of the country lies, is slowly diving under the Eurasian Plate of the mainland of Asia.

Philippines are characterized by steep mountains without any substantial forest cover. Highest peaks reach over 1,000 meters. The island is 300 km long and 35 km wide. High, steep mountains, short distances and lack of forest cover mean that rainwater runs fast to the sea, causing substantial erosion.

The island has vast copper, gold and coal reserves which are mined mainly in the central part.

Numerous showings of mineralization have been discovered in the area and six prospects have achieved significant production, with the nearby Isulan (35 kilometers away) producing 240,000 ounces of Gold annually.

During the late 1990’s several properties west of Lebak Gold Mine were drilled by junior mineral exploration companies.

Cataca Resources Inc. is preparing to conduct preliminary exploration work on the property.

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5.

GEOLOGICAL SETTING

   
5.1

Regional Geology of the Area

The hilly terrains and the middle level plain contain crystalline hard rocks such as charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic veins and basic intrusives such as dolerites and anorthosites. Coastal zones contain sedimentary limestones, clay, laterites, heavy mineral sands and silica sands. The hill ranges are sporadically capped with laterites and bauxites of residual nature. Gypsum and phosphatic nodules occur as sedimentary veins in rocks of the cretaceous age. Gypsum of secondary replacement occurs in some of the areas adjoining the foot hills of the Western Ghats. Lignite occurs as sedimentary beds of tertiary age. The Black Granite and other hard rocks are amenable for high polish. These granites occur in most of the districts except the coastal area.

5.1.1

Stratigraphy

The principal bedded rocks for the area of Lebak Gold Mine (and for most of the Philippines for that matter) are Precambrian rocks which are exposed along a wide axial zone of a broad complex.

Gold at the Isulan Gold Mine (which, as stated above, is in close proximity to the Lebak Gold Mine) is generally concentrated within extrusive volcanic rocks in the walls of large volcanic caldera.

5.1.2

Intrusive

In general the volcanoes culminate with effluents of hydrothermal solutions that carry precious metals in the form of naked elements, oxides or sulphides.

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These hydrothermal solutions intrude into the older rocks as quartz veins. These rocks may be broken due to mechanical and chemical weathering into sand size particles and carried by streams and channels. Gold occurs also in these sands as placers.

Recent exploration result for gold occurrence in Isulan, is highly encouraging. Gold belt in sheared gneissic rocks is found in three subparallel auriferous load zones where some blocks having 250 to 500 metre length and 1.5 to 2 metre width could be identified as most promising ones.

5.1.3

Structure

DEPOSITIONAL ENVIRONMENT / GEOLOGICAL SETTING: Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.

HOST/ASSOCIATED ROCK TYPES: Hosted by paragneisses, quartzites, clinopyroxenites, wollastonite-rich rocks, pegmatites. Other associated rocks are charnockites, granitic and intermediate intrusive rocks, quartz-mica schists, granulites, aplites, marbles, amphibolites, magnetite-graphite iron formations and anorthosites.

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TECTONIC SETTING(S): Katazone (relatively deep, high-grade metamorphic environments associated with igneous activity; conditions that are common in the shield areas).

DEPOSITIONAL ENVIRONMENT / GEOLOGICAL SETTING: Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.

6.

DEPOSIT TYPES

Deposits are from a few millimeters to over a metre thick in places. Individual veins display a variety of forms, including saddle-, pod- or lens-shaped, tabular or irregular bodies; frequently forming anastomosing or stockwork patterns

Mineralization is located within a large fractured block created where prominent northwest-striking shears intersect the norths triking caldera fault zone. The major lodes cover an area of 2 km and are mostly within 400m of the surface. Lodes occur in three main structural settings:

(i)

steeply dipping northweststriking shears;

   
(ii)

flatdipping (1040) fractures (flatmakes); and

   
(iii)

shatter blocks between shears.

Most of the gold occurs in tellurides and there are also significant quantities of gold in pyrite.

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7.

MINERALIZATION

No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.

8.

EXPLORATION

Previous exploration work has not to the author’s knowledge included any attempt to drill the structure on Lebak Gold Mine. Records indicate that no detailed exploration has been completed on the property.

8.1

Property Geology

To the east of the property is intrusives consisting of rocks such as tonalite, monzonite, and gabbro while the property itself is underlain by sediments and volcanics. The intrusives also consist of a large mass of granodiorite towards the western most point of the property.

The area consists of interlayered chert, argillite and massive andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain minor pyrite, -pyrrhotite.

9.

DRILLING SUMMARY

No drilling is reported on the Lebak Gold Mine.

10. SAMPLING METHOD; SAMPLE PREPARATION; DATA VERIFICATION

All the exploration conducted to date has been conducted according to generally accepted exploration procedures with methods and preparation that are consistent with generally accepted exploration practices. No opinion as to the quality of the samples taken can be presented.

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No other procedures of quality control were employed and no opinion on their lack is expressed.

11.

ADJACENT PROPERTIES

The adjacent properties are cited as examples of the type of deposit that has been discovered in the area and are not major facets to this report.

12.

INTERPRETATIONS AND CONCLUSIONS

The area is well known for numerous productive mineral occurrences including the Isulan Gold Mine.

The locale of the Lebak Gold Mine is underlain by the units of the Precambrian rocks that are found at those mineral occurrence sites.

These rocks consisting of cherts and argillites (sediments) and andesitic to basaltic volcanic have been intruded by granodiorite. Structures and mineralization probably related to this intrusion are found throughout the region and occur on the claim. They are associated with all the major mineral occurrences and deposits in the area.

Mineralization found on the claim is consistent with that found associated with zones of extensive mineralization. Past work however has been limited and sporadic and has not tested the potential of the property.

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Potential for significant amounts of mineralization to be found exists on the property and it merits intensive exploration.

13.

RECOMMENDATIONS

A two phased exploration program to further delineate the mineralized system currently recognized on Lebak Gold Mine is recommended.

The program would consist of air photo interpretation of the structures, geological mapping, both regionally and detailed on the area of the main showings, geophysical survey using both magnetic and electromagnetic instrumentation in detail over the area of the showings and in a regional reconnaissance survey and geochemical soil sample surveying regionally to identify other areas on the claim that are mineralized and in detail on the known areas of mineralization. The effort of this exploration work is to define and enable interpretation of a follow-up diamond drill program, so that the known mineralization and the whole property can be thoroughly evaluated with the most up to date exploration techniques.

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13.1

Budget

The proposed budget for the recommended work in Php 810,000 is as follows:

Phase I

1. Geological Mapping Php 240,000
2. Geophysical Surveying Php 135,000
                                                     TOTAL PHASE I Php 375,000
Phase II  
1. Geochemical surveying and surface sampling Php 435,000
   (includes sample collection and essaying)  
     
                                                       TOTAL PHASE II Php 435,000
     
GRAND TOTAL EXPLORATION Php 810,000

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14.

STATEMENT OF QUALIFICATIONS

I, JOHN JEFFREY MARTINEZ, of Manila, Philippines hereby certify that:

1. I am a graduate of the University of the Philippines, Manila, Philippines, with a Bachelor of Science degree in Geology (1981) and a Master’s of Science (1978) from the same University;

2. I have worked as Geologist for over 15 years;

3. I have worked as a Geological Consultant for companies such as Cistmo Resources, Calami Explorations, and Maynil Ventures and have consulted for several other companies around the world writing reports for their use and am therefore qualified to write this report and recommend the proposed exploration program and budget in this report;

4. I am a member of the Geological Society of Philippines.

5. I visited the property from November 26 th to 30 th , 2012. During this visit, I was able to interview field party personnel who were working throughout the property.

6. I am responsible for this report and the opinions expressed therein including the information in the Appendices which are affixed to this report and are a part of it, and referred to in the report but contain more "field work" type detail and specifications of the analysis.

7. There are no material facts or material changes in the subject matter of this report that would mislead the reader.

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8. I have no interest, direct or indirect, in the properties or shares of Cataca Resources Inc., nor do I expect to receive any.

9. I have no prior involvement with this property and have read Instrument and Form 43-101 F1 and this technical report has been prepared in compliance with this instrument and Form 43-101 F1.

10. I hereby grant my permission for Cataca Resources Inc., to use this report for any corporate use normal to the business of the Company.

 

Dated at Manila, Philippines this December 15, 2012.

John Jeffrey Martinez

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APPENDIX I

REFERENCES

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APPENDIX II

LOCATION MAPS


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19


LAND CLASSIFICATION MAP


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