x
|
Annual report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the fiscal year ended April 30, 2011
|
o
|
Transition report under Section 13 or 15 (d) of the Securities Exchange Act of 1934 for the transition period from _____________ to ____________
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|
MMEX MINING CORPORATION
|
|
(Exact name of Issuer as specified in its charter)
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Nevada
|
26-1749145
|
|
(State or Other Jurisdiction of
|
(I.R.S. Employer
|
|
Incorporation or Organization)
|
Identification No.)
|
|
2626 Cole Avenue, Suite 610
|
||
Dallas, Texas 75204
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214-880-0400
|
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(Address of principal executive offices,
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(Issuer’s telephone number,
|
|
including zip code)
|
including area code.)
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Title of Each Class
|
Name of Each Exchange on Which Registered
|
|
NONE
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N/A
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
|
|||
(Do not check if a smaller reporting company) |
Page
|
|||||
PART I
|
|||||
Item 1.
|
Business
|
1 | |||
Item 1A.
|
Risk Factors
|
4 | |||
Item 1B.
|
Unresolved Staff Comments
|
4 | |||
Item 2.
|
Properties
|
4 | |||
Item 3.
|
Legal Proceedings
|
4 | |||
Item 4.
|
Removed and Reserved
|
4 | |||
PART II
|
|||||
Item 5.
|
Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities
|
5 | |||
Item 6.
|
Selected Financial Data
|
6 | |||
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
6 | |||
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
10 | |||
Item 8.
|
Financial Statements and Supplementary Data
|
11 | |||
Item 9.
|
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
|
12 | |||
Item 9A(T).
|
Controls and Procedures
|
12 | |||
Item 9B.
|
Other Information.
|
13 | |||
PART III
|
|||||
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
14 | |||
Item 11.
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Executive Compensation
|
15 | |||
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
16 | |||
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
16 | |||
Item 14.
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Principal Accountant Fees and Services
|
18 | |||
PART IV
|
|||||
Item 15.
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Exhibits, Financial Statement Schedules
|
19 | |||
SIGNATURES
|
20 |
Fiscal 2011
|
Fiscal 2010
|
||||||||||||||||
HIGH
|
LOW
|
HIGH
|
LOW
|
||||||||||||||
1
st
Quarter
|
$ | 4.20 | $ | 2.80 |
1
st
Quarter
|
$ | 12.80 | $ | 7.40 | ||||||||
2
nd
Quarter
|
$ | 3.90 | $ | 0.60 |
2
nd
Quarter
|
$ | 15.80 | $ | 11.90 | ||||||||
3
rd
Quarter
|
$ | 3.40 | $ | 0.50 |
3
rd
Quarter
|
$ | 14.50 | $ | 2.30 | ||||||||
4
th
Quarter
|
$ | 0.90 | $ | 0.30 |
4
th
Quarter
|
$ | 6.70 | $ | 2.00 |
Report of Independent Registered Public Accounting Firm
|
F-1 | |||
Financial Statements
|
||||
Balance Sheets
|
F-2 | |||
Statements of Operations
|
F-3 | |||
Statements of Stockholders’ Equity (Deficit)
|
F-4 | |||
Statements of Cash Flows
|
F-5 | |||
Notes to Financial Statements
|
F-6 |
1.
|
As of April 30, 2011, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.
|
2.
|
As of April 30, 2011, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.
|
Name
|
Age
|
Office
|
Year First
Elected Director
|
|||
Jack W. Hanks
|
64
|
Director, Chief Executive Officer, President and Chief Financial Officer
|
2010
|
|||
Bruce N. Lemons
|
58
|
Director
|
2010
|
Name &
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
|
Option
Awards
|
Non-
Equity
Incentive
Plan
Compensation
|
Non-
qualified
Deferred
Compensation
Earnings
|
All Other
Compensation
($)
|
Total
|
|||||||||
Jack W. Hanks Chief Executive Officer,
|
2011
|
$195,617
(2)
|
-
|
-
|
-
|
-
|
-
|
-
|
$195,617
|
|||||||||
President, and Chief
Financial Officer
(1)
|
2010
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1)
|
Mr. Hanks has served as Chief Executive Officer since September 21, 2010.
|
(2)
|
The amount has been accrued but not paid.
|
Jack W. Hanks
(3)
|
3,361,375 | 29.91 | % | |||||
Bruce N. Lemons
(4)
|
3,313,500 | 29.61 | % | |||||
Tydus Richards
(5)
|
578,100 | 5.20 | % | |||||
All Directors and executive officers as a group (two persons)
(6)
|
6,674,875 | 59.52 | % |
1)
|
SEC rules provide that, for purposes hereof, a person is considered the “beneficial owner” of shares with respect to which the person, directly or indirectly, has or shares the voting or investment power, irrespective of his/her/its economic interest in the shares. Unless otherwise noted, each person identified possesses sole voting and investment power over the shares listed, subject to community property laws.
|
2)
|
Based on 11,125,763 shares outstanding on July 28, 2011. Shares of common stock subject to options that are exercisable within 60 days of July 28, 2011, are deemed beneficially owned by the person holding such options for the purposes of calculating the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentage of any other person.
|
3)
|
Includes 31,250 shares issuable upon exercise of warrants held by the Alexis L. Hanks Trust for which Mr. Hanks has voting and investment power over the shares held by the Alexis L. Hanks Trust, 3,250,000 shares held by the Maple Gas Corporation, 80,125 shares issuable upon exercise of warrants held by the Maple Gas Corporation, for which Mr. Hanks has sole voting power over the shares held by Maple Gas Corporation.
|
4)
|
Includes 3,250,000 shares held by AAM Investments, LLC, an entity owned by trusts for the benefit of Mr. Lemons and his family. This amount includes 63,500 shares issuable upon exercise of warrants held by BNL Family Partners, for which Mr. Lemons currently has voting and investment power.
|
5)
|
Includes 578,00 shares held by Lotus Asset Management, an entity controlled by Tydus Richards.
|
6)
|
Includes the shares described in footnotes 3 and 4.
|
2011
|
2010
|
|||||||
Audit Fees (a)
|
$ | 39,000 | $ | 6,500 | ||||
Audit-Related Fees (b)
|
$ | 0 | $ | 0 | ||||
Tax Fees (c)
|
$ | 0 | $ | 0 | ||||
All Other Fees
|
$ | 0 | $ | 0 |
(a)
|
Includes fees for services related to the audits of our annual financial statements and the reviews of our interim financial statements and assistance with SEC filings.
|
(b)
|
Includes fees for services related to transaction due diligence and consultations with respect to compliance with Section 404 of the Sarbanes-Oxley Act.
|
(c)
|
Includes fees for services related to tax compliance, preparation and planning services (including U.S. federal, state and local returns) and tax examination assistance.
|
No
|
Description
|
|
2.1
|
Agreement and Plan of Merger, dated September 21, 2010 (2)
|
|
3.1
|
Articles of Incorporation (3)
|
|
3.2
|
Certificate of Amendment to the Articles of Incorporation dated February 5, 2009 (4)
|
|
3.3
|
Certificate of Amendment to the Articles of Incorporation dated May 28, 2009 (5)
|
|
3.4
|
Certificate of Amendment to the Articles of Incorporation dated June 3, 2010 (6)
|
|
3.5
|
Certificate of Amendment to the Articles of Incorporation dated February 18, 2011 (1)
|
|
3.6
|
Certificate of Amendment to the Articles of Incorporation dated March 22, 2011 (1)
|
|
3.7
|
Amended and Restated By-Laws of the Registrant (7)
|
|
4.1
|
Statement of Designation of Series A Preferred Stock of the Registrant (7)
|
|
4.2
|
Form of warrant to purchase Common Stock of the Registrant (1)
|
|
4.3
|
Form of bridge note for April 2011 financing (1)
|
|
10.1
|
Form of Subscription Agreement for April 2011 financing (1)
|
|
10.2
|
Pledge Agreement dated March 22, 2011 between Armadillo Holdings Group Corporation and William D. Gross (1)
|
|
10.3
|
Convertible Preferred Stock Subscription Agreement dated March 22, 2011 between the Registrant and William D. Gross (1)
|
|
21
|
Subsidiaries of the Registrant (1)
|
|
31.1
|
Certification by Chief Executive Officer and Chief Financial Officer of the Registrant, pursuant to
17 CFR 240.13a—14(a) or 17 CFR 240.15d—14(a).(11). (1)
|
|
32.1
|
Certification by Chief Executive Officer and Chief Financial Officer of the Registrant, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
|
(1)
|
Filed herewith
|
(2)
|
Incorporated herein by reference to the registrant’s Current Report on Form 8-K filed with the SEC on September 29, 2010.
|
(3)
|
Incorporated herein by reference to the registrant’s Registration Statement on Form S-1filed with the SEC on July 29, 2008.
|
(4)
|
Incorporated herein by reference to the registrant’s Current Report on Form 8-K filed with the SEC on March 3, 2009.
|
(5)
|
Incorporated herein by reference to the registrant’s Current Report on Form 8-K filed with the SEC on May 29, 2009.
|
(6)
|
Incorporated herein by reference to the registrant’s Current Report on Form 8-K filed with the SEC on June 7, 2010.
|
(7)
|
Incorporated herein by reference to the registrant’s Current Report on Form 8-K filed with the SEC on March 28, 2011.
|
MMEX Mining Corporation
(Registrant)
|
|||
Date: August 11, 2011
|
By:
|
/s/ Jack W. Hanks | |
Jack W. Hanks, Chairman |
SIGNATURE
|
TITLE
|
DATE
|
||
/s/ Jack W. Hanks
|
Chairman and Chief Executive Officer
|
August 11, 2011
|
||
Jack W. Hanks
|
(Principal Executive Officer) President. Chief Financial Officer and Director (Principal Financial and Accounting Officer) | |||
/s/ Bruce N. Lemons
|
Director
|
August 11, 2011
|
||
Bruce N. Lemons
|
April 30,
|
April 30,
|
|||||||
2011
|
2010
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 118,059 | $ | 314 | ||||
Prepaid expenses
|
- | 65,793 | ||||||
Escrow account
|
135,000 | - | ||||||
Total current assets
|
253,059 | 66,107 | ||||||
Property and equipment, net
|
19,705 | 18,208 | ||||||
Other assets:
|
||||||||
Investment in property
|
- | 1,413,253 | ||||||
Deferred loan costs
|
48,822 | - | ||||||
Deposits
|
10,000 | 10,000 | ||||||
Total Assets
|
$ | 331,586 | $ | 1,507,568 | ||||
Liabilities and Stockholders' (Deficit)
|
||||||||
Current liabilities:
|
||||||||
Accounts payable, including related party amounts of $35,818
and $135,347 at April 30, 2011 and April 30, 2010, respectively
|
$ | 520,788 | $ | 270,482 | ||||
Accrued expenses
|
453,405 | 90,328 | ||||||
Convertible notes, $675,000 net of $649,735 discount | 25,265 | - | ||||||
Notes payable, including related party amounts of $290,000 and $300,000 at April 30, 2011 and April 30, 2010, respectively
|
640,000 | 600,000 | ||||||
Total current liabilities
|
1,639,458 | 960,810 | ||||||
Long-term liabilities:
|
||||||||
Preferred stock redemption right, net of $976,438 discount
|
23,562 | - | ||||||
Notes payable, related party
|
- | 798,446 | ||||||
Total Liabilities
|
1,663,020 | 1,759,256 | ||||||
Stockholders' (Deficit):
|
||||||||
Common stock, $0.001 par value, 300,000,000 shares authorized,
11,165,761 and 50,000 shares issued and outstanding at April 30, 2011 and April 30, 2010, respectively
|
111,657 | 50,000 | ||||||
Additional paid in capital
|
9,285,280 | 6,840,007 | ||||||
Non-controlling interest
|
(111,920 | ) | (2,040 | ) | ||||
Deficit accumulated during the exploration stage
|
(10,616,451 | ) | (7,139,655 | ) | ||||
Total Stockholders' (Deficit)
|
(1,331,434 | ) | (251,688 | ) | ||||
Total Liabilities and Stockholders' (Deficit)
|
$ | 331,586 | $ | 1,507,568 |
For the period
|
||||||||||||
|
May 23, 2007
|
|||||||||||
For the
Year Ended
April 30,
|
(Inception) through
|
|||||||||||
2011
|
2010
|
April 30,
2011
|
||||||||||
Revenue:
|
||||||||||||
Revenues
|
$ | - | $ | 10,000 | $ | 10,000 | ||||||
Operating Expenses:
|
||||||||||||
Exploration and development
|
1,108,831 | 466,896 | 3,205,368 | |||||||||
General and administrative
|
762,372 | 380,321 | 3,817,838 | |||||||||
Payroll and taxes
|
532,504 | 351,099 | 1,812,154 | |||||||||
Professional fees
|
1,170,959 | 533,477 | 3,143,613 | |||||||||
Depreciation and amortization
|
6,741 | 5,064 | 14,183 | |||||||||
Total operating expenses
|
3,581,407 | 1,736,857 | 11,993,156 | |||||||||
Net operating (loss)
|
(3,581,407 | ) | (1,726,857 | ) | (11,983,156 | ) | ||||||
Other income (expense):
|
||||||||||||
Interest income
|
- | - | 59 | |||||||||
Gain on disposition of property
|
2,592,023 | - | 2,592,023 | |||||||||
Loss on disposal of fixed assets
|
(11,351 | ) | - | (11,351 | ) | |||||||
Impairment expense
|
(1,830,000 | ) | - | (1,830,000 | ) | |||||||
Interest expense
|
(820,873 | ) | (171,905 | ) | (954,548 | ) | ||||||
Total other income (expense)
|
(70,201 | ) | (171,905 | ) | (203,817 | ) | ||||||
Net (loss) before non-controlling interest
|
(3,651,608 | ) | (1,898,762 | ) | (12,186,973 | ) | ||||||
Non-controlling interest in loss of
consolidated subsidiaries
|
174,812 | 392,033 | 1,570,522 | |||||||||
Net (loss)
|
$ | (3,476,796 | ) | $ | (1,506,729 | ) | $ | (10,616,451 | ) | |||
Weighted average number of
common shares outstanding - basic and fully diluted
|
8,249,856 | 5,000,000 | ||||||||||
Net (loss) per share - basic
and fully diluted
|
$ | (0.42 | ) | $ | (0.30 | ) |
Total
|
||||||||||||||||||||||||||||
Stockholders
|
||||||||||||||||||||||||||||
Additional | Common |
Non-
|
Equity
(deficit) and
|
|||||||||||||||||||||||||
Common Stock
|
Paid
|
Stock
|
Accumulated
|
controlling |
Members'
|
|||||||||||||||||||||||
Shares
|
Amount
|
In Capital
|
Payable
|
(Deficit)
|
Interests
|
Interests
|
||||||||||||||||||||||
Balance, May 23, 2007 (Inception)
|
5,000,000 | $ | 50,000 | $ | (50,000 | ) | $ | - | $ | - | $ | - | $ | - | ||||||||||||||
Acquisition of subsidiary, Carpenter Creek, LLC, 75% interest
|
- | - | - | - | - | 69,411 | 69,411 | |||||||||||||||||||||
Note receivable issued as capital contributions from members
|
- | - | 453,563 | - | - | 69,668 | 523,231 | |||||||||||||||||||||
Acquisition of subsidiary, Carpenter Creek, LLC, 2.5% interest
|
- | - | (65,208 | ) | - | - | 65,208 | - | ||||||||||||||||||||
Capital contributions from members
|
- | - | 2,906,086 | - | - | 447,414 | 3,353,500 | |||||||||||||||||||||
Net (loss) for the period from May 23, 2007
(Inception) through April 30, 2008
|
- | - | - | - | (3,327,375 | ) | (638,912 | ) | (3,966,287 | ) | ||||||||||||||||||
Balance, April 30, 2008
|
5,000,000 | $ | 50,000 | $ | 3,244,441 | $ | - | $ | (3,327,375 | ) | $ | 12,789 | $ | (20,145 | ) | |||||||||||||
Capital contributions from members
|
- | - | 2,762,446 | - | - | 468,735 | 3,231,181 | |||||||||||||||||||||
Net (loss) for the year ended April 30, 2009
|
- | - | - | - | (2,305,551 | ) | (364,765 | ) | (2,670,316 | ) | ||||||||||||||||||
Balance, April 30, 2009
|
5,000,000 | $ | 50,000 | $ | 6,006,887 | $ | - | $ | (5,632,926 | ) | $ | 116,759 | $ | 540,720 | ||||||||||||||
Acquisition of subsidiary, Carpenter Creek, LLC, 2.5% interest
|
- | - | (473,385 | ) | - | - | (26,615 | ) | (500,000 | ) | ||||||||||||||||||
Capital contributions from members
|
- | - | 1,306,505 | - | - | 299,849 | 1,606,354 | |||||||||||||||||||||
Net (loss) for the year ended April 30, 2010
|
- | - | - | - | (1,506,729 | ) | (392,033 | ) | (1,898,762 | ) | ||||||||||||||||||
Balance, April 30, 2010
|
5,000,000 | $ | 50,000 | $ | 6,840,007 | $ | - | $ | (7,139,655 | ) | $ | (2,040 | ) | $ | (251,688 | ) | ||||||||||||
Distribution of property, Snider Ranch property
|
- | - | - | - | - | (282,651 | ) | (282,651 | ) | |||||||||||||||||||
Common stock issued for services
|
50,000 | 500 | 164,500 | - | - | - | 165,000 | |||||||||||||||||||||
Imputed interest on related party advances
|
- | - | 1,650 | - | - | - | 1,650 | |||||||||||||||||||||
Effect of reverse acquisition merger
|
4,584,427 | 45,844 | (131,676 | ) | 15,000 | - | - | (70,832 | ) | |||||||||||||||||||
Capital contributions from shareholder
|
- | - | 343,139 | - | - | 97,604 | 440,743 | |||||||||||||||||||||
Capital contributions from members
|
- | - | 268,052 | - | - | 15,000 | 283,052 | |||||||||||||||||||||
Acquisition of subsidiary, Armadillo Holdings 1.88% interest
|
31,334 | 313 | (22,839 | ) | - | - | 22,526 | - | ||||||||||||||||||||
Issuance of shares related to reverse merger
|
1,500,000 | 15,000 | - | (15,000 | ) | - | - | - | ||||||||||||||||||||
Discount from the issuance of Notes allocated to warrants
|
- | - | 1,034,900 | - | - | - | 1,034,900 | |||||||||||||||||||||
Discount from issuance of Preferred Stock beneficial conversion feature
|
- | - | 1,000,000 | - | - | - | 1,000,000 | |||||||||||||||||||||
Issuance of subsidiary ownership interests
|
- | - | (212,453 | ) | - | - | 212,453 | - | ||||||||||||||||||||
Net (loss) for the year ended April 30, 2011
|
- | - | - | - | (3,476,796 | ) | (174,812 | ) | (3,651,608 | ) | ||||||||||||||||||
Balance, April 30, 2011
|
11,165,761 | $ | 111,657 | $ | 9,285,280 | $ | - | $ | (10,616,451 | ) | $ | (111,920 | ) | $ | (1,331,434 | ) |
For the Year Ended
April 30,
|
For the period from
May 23, 2007 (Inception)
through
|
|||||||||||
2011
|
2010
|
4/30/2011
|
||||||||||
Cash flows from operating activities
|
||||||||||||
Net (loss)
|
$ | (3,476,796 | ) | $ | (1,506,729 | ) | $ | (10,616,451 | ) | |||
Non-controlling interest in net (loss)
|
(174,812 | ) | (392,033 | ) | (1,570,522 | ) | ||||||
Adjustments to reconcile net (loss) to net
cash (used) provided by in operating activities:
|
||||||||||||
Depreciation and amortization expense
|
6,741 | 5,064 | 14,183 | |||||||||
Loss on sale of assets
|
11,351 | - | 11,351 | |||||||||
Common stock issued for services
|
165,000 | - | 165,000 | |||||||||
Imputed interest
|
1,650 | - | 1,650 | |||||||||
Amortization of debt discount
|
538,727 | - | 538,727 | |||||||||
Impairment expense
|
1,830,000 | - | 1,830,000 | |||||||||
Decrease (increase) in assets:
|
||||||||||||
Prepaid expenses
|
65,795 | (7,999 | ) | - | ||||||||
Deferred loan costs
|
(48,822 | ) | - | (48,822 | ) | |||||||
Deposits
|
- | - | (10,000 | ) | ||||||||
Increase (decrease) in liabilities:
|
||||||||||||
Accounts payable, including related party
amounts of $131,162 and $135,347 at April 30, 2011 and 2010, respectively
|
294,423 | 88,712 | 520,788 | |||||||||
Accrued expenses
|
298,125 | 90,328 | 442,720 | |||||||||
Net cash (used) in operating activities
|
(488,618 | ) | (1,722,657 | ) | (8,721,376 | ) | ||||||
Cash flows from investing activities
|
||||||||||||
Escrow account
|
(135,000 | ) | - | (135,000 | ) | |||||||
Proceeds from sale of Snider Ranch
|
1,130,602 | - | 1,130,602 | |||||||||
Purchase of Hunza option
|
(1,830,000 | ) | - | (1,830,000 | ) | |||||||
Purchase of fixed assets
|
(22,599 | ) | (1,320 | ) | (48,249 | ) | ||||||
Proceeds from sale of fixed assets
|
3,010 | - | 3,010 | |||||||||
Net cash (used) in investing activities
|
(853,987 | ) | (1,320 | ) | (879,637 | ) | ||||||
Cash flows from financing activities
|
||||||||||||
Capital contributions from members
|
723,796 | 1,606,354 | 8,023,387 | |||||||||
Acquisition of noncontrolling interest
|
- | (500,000 | ) | (500,000 | ) | |||||||
Proceeds from debt
|
1,424,900 | 600,000 | 3,074,900 | |||||||||
Proceeds from issuance of Preferred Stock
|
1,000,000 | - | 1,000,000 | |||||||||
Payments on notes payable
|
(1,688,346 | ) | (20,542 | ) | (1,889,900 | ) | ||||||
Net cash provided by financing activities
|
1,460,350 | 1,685,812 | 9,708,387 | |||||||||
Net increase (decrease) in cash
|
117,745 | (38,165 | ) | 107,374 | ||||||||
Cash - beginning
|
314 | 38,479 | - | |||||||||
Cash - ending
|
$ | 118,059 | $ | 314 | $ | 107,374 | ||||||
Supplemental disclosures:
|
||||||||||||
Interest paid
|
$ | 365,288 | $ | 107,311 | $ | 483,723 | ||||||
Income taxes paid
|
$ | - | $ | - | $ | - | ||||||
Non-cash investing and financing transactions:
|
||||||||||||
Note receivable issued as capital contributions
|
$ | - | $ | - | $ | 523,231 | ||||||
Distribution of property, Snider Ranch
|
$ | (282,651 | ) | $ | - | $ | (282,651 | ) | ||||
Effect of reverse acquisition merger
|
$ | (70,832 | ) | $ | - | $ | (70,832 | ) | ||||
Conversion of minority interest into equity
|
$ | (22,839 | ) | $ | (22,839 | ) | ||||||
Debt discount on issuance of warrants
|
$ | 1,034,900 | $ | - | $ | 1,034,900 | ||||||
Preferred Stock beneficial conversion feature
|
$ | 1,000,000 | $ | - | $ | 1,000,000 | ||||||
Additional ownership interestin subsidiary
|
$ | 212,453 | $ | - | $ | 212,453 |
Form of
|
State of
|
|||||||||
Name of Entity
|
%
|
Entity
|
Incorporation
|
Relationship
|
||||||
MMEX Mining Corporation (“MMEX”)
|
- |
Corporation
|
Nevada
|
Parent
|
||||||
MCC Merger, Inc. (“MCCM”)
|
100 | % |
Corporation
|
Delaware
|
Holding Sub
|
|||||
Maple Carpenter Creek Holdings, Inc. (“MCCH”)
|
100 | % |
Corporation
|
Delaware
|
Subsidiary
|
|||||
Maple Carpenter Creek, LLC ("MCC”)
|
80 | % |
LLC
|
Nevada
|
Subsidiary
|
|||||
Carpenter Creek, LLC (“CC”)
|
95 | % |
LLC
|
Delaware
|
Subsidiary
|
|||||
Armadillo Holdings Group Corp. (“AHGC”)
|
100 | % |
Corporation
|
British Virgin Isl.
|
Subsidiary
|
|||||
Armadillo Mining Corp. (“AMC”)
|
94.6 | % |
Corporation
|
British Virgin Isl.
|
Subsidiary
|
Furniture and fixtures
|
5 years
|
Machinery and equipment
|
5 years
|
Software and hardware
|
5 years
|
April 30, 2011
|
April 30, 2010
|
|||||||
Furniture and fixtures
|
$ | - | $ | 6,001 | ||||
Software and hardware
|
22,599 | 19,649 | ||||||
22,599 | 25,650 | |||||||
Less accumulated depreciation and amortization
|
(2,894 | ) | (7,442 | ) | ||||
$ | 19,705 | $ | 18,208 |
April 30, 2011
|
April 30, 2010
|
|||||||
Accrued lease expenses
|
$ | 62,541 | $ | - | ||||
Accrued payroll, officers
|
195,617 | - | ||||||
Accrued consulting
|
110,849 | - | ||||||
Accrued interest
|
84,398 | 90,328 | ||||||
$ | 453,405 | $ | 90,328 |
April 30, 2011
|
April 30, 2010
|
|||||||
On March 8, 2010, the Company closed a note purchase agreement with an accredited investor pursuant to which the Company sold a $50,000 convertible note in a private placement transaction. In the transaction, the Company received proceeds of $35,000 and the investor also paid $15,000 of consulting expense on behalf of the Company. The convertible note was due and payable on December 31, 2010 with an interest rate of 10% per annum. The note is convertible at the option of the holder into our common stock at a fixed conversion price of $3.70, subject to adjustment for stock splits and combinations. Accrued interest of $5,735 and $0 was outstanding at April 30, 2011 and April 30, 2010 respectively.
|
$ | 50,000 | $ | - | ||||
Unsecured promissory note, matured on July 15, 2009, carrying a 10% default rate. Accrued interest of $62,986 and $42,986 was outstanding at April 30, 2011 and April 30, 2010, respectively.
|
300,000 | 300,000 | ||||||
Related party, unsecured promissory note, carried a 20% interest rate until maturity at July 15, 2010, at which time the principal and 20% interest (or $60,000), was compounded and extended under a an amended agreement carrying a 10% interest rate that was being amortized over the extended life of the loan. Matures on July 15, 2011. Accrued interest of $0 and $47,342 was outstanding at April 30, 2011 and April 30, 2010, respectively. This note and accrued interest of $96,000 was retired on December 21, 2010, upon the closing of the Snider Ranch sale.
|
- | 300,000 | ||||||
Promissory note in the original principal balance of $1,000,000 owed by Maple Resources Company, a mutually owned company of the CEO, Jack Hanks, and assigned to Carpenter Creek, LLC, along with the investment in property, carries a 7% interest rate, matures on August 11, 2013, secured by an investment in property; Snider Ranch. This note was retired on December 21, 2010, upon the closing of the Snider Ranch sale.
|
- | 798,446 | ||||||
On January 27 and February 1, 2011 the Company closed a note purchase agreement with various investors pursuant to which the Company sold an aggregate of $514,900 convertible notes in a private placement transaction. $139,900 of the notes were to related parties. The convertible notes are due and payable on January 26, 2012, carry a 25% interest rate which will be amortized over the life of the loan. The note is convertible at the option of the holder into our common stock at a fixed conversion price of $1.00, subject to adjustment for stock splits and combinations. On March 23, 2011 $489,900 of the notes were paid in full. Accrued interest of $1,575 and $0 was outstanding at April 30, 2011 and April 30, 2010, respectively.
|
25,000 | - | ||||||
Debt issuance discount net of amortization of $6,370.
|
(18,630 | ) | - | |||||
On April 25, 2011, the Company closed a note purchase agreement with various investors pursuant to which the Company sold an aggregate of $520,000 notes in a private placement transaction. The notes are due and payable on or before October 14, 2011, carry a 25% interest rate due in full at issuance. The computed interest of $130,000 was added to the balance of the note and recorded as additional debt discount. The note is convertible upon default at the option of the holder into our common stock at a fixed conversion price of $0.40, subject to adjustment for stock splits and combinations. Accrued interest of $2,329 and $0 was outstanding at April 30, 2011 and April 30, 2010, respectively.
|
650,000 | - | ||||||
Debt issuance discount
|
(631,105 | ) | ||||||
Related party promissory note due and payable on March 18,2012, carry a 10% interest rate which will be amortized over the life of the loan. Accrued interest of $3,416 and $0 was outstanding at April 30, 2011 and April 30, 2010, respectively.
|
290,000 | - | ||||||
$ | 665,265 | $ | 1,398,446 | |||||
Less: Current maturities
|
665,265 | 600,000 | ||||||
Long term portion of notes payable
|
$ | - | $ | 798,446 |
April 30, 2011
|
April 30, 2010
|
|||||||
Deferred tax asset:
|
||||||||
NOL Carryforward
|
$ | 687,004 | $ | 439,309 | ||||
Valuation allowances
|
(687,004 | ) | (439,309 | ) | ||||
Total
|
$ | - | $ | - |
Current Federal Tax
|
$ | - | $ | - | ||||
Current State Tax
|
- | - | ||||||
Change in NOL benefit
|
376,447 | 362,263 | ||||||
Change in valuation allowance
|
(376,447 | ) | (362,263 | ) | ||||
$ | - | $ | - |
MMEX Mining Corporation
|
||
By:
|
||
Jack W. Hanks, President and CEO
|
MMEX Mining Corporation
|
||
By:
|
|
|
Jack W. Hanks, President and CEO
|
By
|
|
|||
Jack W. Hanks, President and CEO
|
||||
PURCHASER I: US$
|
|
|||
By:
|
|
|||
|
||||
Address for payment and notices:
|
||||
PURCHASER II: US$
|
|
|||
By:
|
|
|||
|
||||
Address for payment and notices:
|
||||
PURCHASER III: US$
|
|
|||
|
||||
By:
|
|
|||
Address for payment and notices:
|
Armadillo Holdings Group Corporation
|
||||
By:
|
/s/ Jack W. Hanks
|
|||
Jack W. Hanks, President
|
||||
Address:
|
2626 Cole Avenue, Suite 610
|
|||
Dallas, Texas 75204
|
||||
Fax: 214-880-0005
|
||||
/s/ William D. Gross
|
||||
William D. Gross
|
||||
Address:
|
SUBSCRIPTION AGREEMENT | Page 1 |
SUBSCRIPTION AGREEMENT | Page 2 |
AGREED TO:
|
||
MMEX MINING CORPORATION
|
||
By
|
/s/ Jack W. Hanks
|
|
Jack W. Hanks, President & CEO
|
||
PURCHASER:
|
||
By:
|
/s/ William D. Gross
|
|
William D. Gross
|
SUBSCRIPTION AGREEMENT | Page 3 |
Form of
|
State of
|
|||||||||
Name of Entity
|
%
|
Entity
|
Incorporation
|
Relationship
|
||||||
MCC Merger, Inc.
|
100 | % |
Corporation
|
Delaware
|
Holding Sub
|
|||||
Maple Carpenter Creek Holdings, Inc.
|
100 | % |
Corporation
|
Delaware
|
Subsidiary
|
|||||
Maple Carpenter Creek, LLC
|
80 | % |
LLC
|
Nevada
|
Subsidiary
|
|||||
Carpenter Creek, LLC
|
95 | % |
LLC
|
Delaware
|
Subsidiary
|
|||||
Armadillo Holdings Group Corp.
|
100 | % |
Corporation
|
British Virgin Isl.
|
Subsidiary
|
|||||
Armadillo Mining Corp.
|
94.6 | % |
Corporation
|
British Virgin Isl.
|
Subsidiary
|
/s/ Jack W. Hanks |
Jack W. Hanks
Chief Financial Officer
(Principal Executive Officer
and Principal Financial Officer)
|
/s/ Jack W. Hanks |
Jack W. Hanks
Principal Executive Officer
Principal Financial Officer
August 11, 2011
|