Compensation Discussion and Analysis
The Company presently not does have employment agreements with any of its named executive officers and it has not established a system of executive compensation or any fixed policies regarding compensation of executive officers. Due to financial constraints typical of those faced by a development stage mineral exploration business, the company has not paid any cash and/or stock compensation to its named executive officers
Our current named executive officer holds substantial ownership in the Company and is motivated by a strong entrepreneurial interest in developing our operations and potential revenue base to the best of his ability. As our business and operations expand and mature, we may develop a formal system of compensation designed to attract, retain and motivate talented executives.
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
Narrative Disclosure to the Summary Compensation Table
Our named executive officer does not currently receive any compensation from the Company for his service as an officer of the Company.
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Outstanding Equity Awards At Fiscal Year-end Table
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our last completed fiscal year.
Compensation of Directors Table
The table below summarizes all compensation paid to our directors for our last completed fiscal year.
Narrative Disclosure to the Director Compensation Table
Our directors do not currently receive any compensation from the Company for their service as members of the Board of Directors of the Company.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of October 9, 2012, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 6,427,800 shares of common stock issued and outstanding on October 9, 2012.
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Except as set forth below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
- Any of our directors or officers;
- Any person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
- Any of our promoters;
- Any relative or spouse of any of the foregoing persons who has the same house address as such person.
1. We are party to a Commercial Lease Agreement with the PKS Trust, an entity for which our sole officer and director, Phillip Stromer, is a Trustee. Under the Commercial Lease Agreement, we rent certain square footage at 912 Sir James Bridge Way, Las Vegas, Nevada 89145 for use as our executive offices at a rate of $310.00 per month. We entered into the Commercial Lease Agreement on February 1, 2010. The lease runs for a term of two years and expires on February 1, 2012.
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2. Our sole officer and largest shareholder, Phillip Stromer, has committed to fund our legal and accounting compliance expenses through additional infusions of equity or debt capital on an as-needed basis. Mr. Stromer’s commitment to fund legal and accounting expenses as needed through additional infusions of equity or debt capital is not the subject of a formal written agreement with us, but instead consists of his commitment to us as our founder and controlling shareholder to maintain our compliance obligations through the future contribution of additional capital if and when needed. In order to ensure our continuing regulatory compliance, Mr. Stromer made this commitment to the company concurrently with the initial filing of our registration statement on Form S-1, on August 12, 2010. There are no limits as to time or dollar amount on Mr. Stromer’s commitment in this regard.
3. Our balance sheet reflects a loan payable to related party in the amount of $12,590. This sum reflects funds advanced by Mr. Stromer on behalf of the company. There is no written agreement or any specific unwritten agreement regarding the terms of our repayment of these funds. Our obligation to repay these funds is unsecured, does not bear any interest, and has no specific due date for repayment.
4. On April 24, 2011, we borrowed the sum of $10,000 from our sole officer and director under a Promissory Note. The Note bears annual interest at the rate of five percent (5%), with all principal and interest due on or before April 24, 2013.
5. On October 4, 2011, we borrowed $10,000 from our sole officer and director, Phillip Stromer, under a Promissory Note. The note bears interest at a rate of five percent (5%) per year, with all principal and interest due on or before October 4, 2013.
We are not a “listed issuer” within the meaning of Item 407 of Regulation S-K and there are no applicable listing standards for determining the independence of our directors. Applying the definition of independence set forth in Rule 4200(a)(15) of The Nasdaq Stock Market, Inc., we do not have any independent directors.
Item 14. Principal Accounting Fees and Services
Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:
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PART IV
Item 15. Exhibits, Financial Statements Schedules
The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
**Filed herein
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Queensridge Mining Resources, Inc.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.