PINX:ROSV Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

[f10q033112_10q002.gif]

 FORM 10-Q

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  X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012


      . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______


Commission File Number 333-144944


ROSTOCK VENTURES CORP.

 (Name of small business issuer in its charter)

 

Nevada

 

98-0514250

(State of incorporation)

  

(I.R.S. Employer Identification No.)

 

2360 Corporate Circle, Suite 4000

Henderson, NV 89074-7722

 (Address of principal executive offices)

 

(702) 866-2500

 (Registrant’s telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

  X . Yes           . No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).        . Yes       X .  No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer

      .                                      

Accelerated Filer  

      .   


Non-Accelerated Filer

      .                 

Smaller Reporting Company  

  X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).        .  Yes    X .    No


As of May 10, 2012, there were 41,412,559 shares of the registrant’s $0.001 par value common stock issued and outstanding.









ROSTOCK VENTURES CORP.


TABLE OF CONTENTS

 

 

 

  

Page

 

 

PART I.              FINANCIAL INFORMATION

 

  

 

ITEM 1.

FINANCIAL STATEMENTS

1

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

9

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

11

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

11

  

 

PART II.            OTHER INFORMATION

 

  

 

ITEM 1.

LEGAL PROCEEDINGS

11

 

 

 

ITEM 1A.

RISK FACTORS

11

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

11

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

12

 

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

12

 

 

 

ITEM 5.

OTHER INFORMATION

12

 

 

 

ITEM 6.

EXHIBITS

12


Special Note Regarding Forward-Looking Statements


Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Rostock Ventures Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "ROSV" refers to Rostock Ventures Corp.









PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS













ROSTOCK VENTURES CORP.

(An Exploration Stage Company)


Financial Statements


For the Period Ended March 31, 2012 (unaudited) and December 31, 2011














Balance Sheets (unaudited)

2

Statements of Operations (unaudited)

3

Statements of Cash Flows (unaudited)

4

Notes to the Financial Statements (unaudited)

5

















ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Balance Sheets

(unaudited)



 

March 31,

2012

$

 December 31,

 2011

 $

 

 

 

ASSETS

 

 

Current assets

 

 

 

 

 

Cash

20

1,398

 

 

 

Total Assets

20

1,398

 

 

 

LIABILITIES

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable and accrued liabilities

37,512

35,736

Due to related parties

15,950

9,950

Notes payable – related party

133,926

121,906

 

 

 

Total Liabilities

187,388

167,592

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Preferred Stock

Authorized: 100,000,000 preferred shares with a par value of $0.001 per share

Issued and outstanding: nil preferred shares

 –

 –

 

 

 

Common Stock

Authorized: 100,000,000 common shares with a par value of $0.001 per share

Issued and outstanding: 41,412,559 common shares

41,412

41,412

 

 

 

Additional Paid-In Capital

112,035

111,037

 

 

 

Deficit accumulated during the exploration stage

(340,815)

(318,643)

 

 

 

Total Stockholders’ Deficit

(187,368)

(166,194)

 

 

 

Total Liabilities and Stockholders’ Deficit

20

1,398

 

 

 




(The accompanying notes are an integral part of these financial statements)


2





ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Statements of Operations

(unaudited)


 

 

For the Three Months

Ended

Accumulated from November 2, 2006 (Date of Inception) to

March 31, 2012

$

 

 

 

March 31,

2012

$

March 31,

2011

$

 






Revenues

 

 

 –

 –

 –

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

Consulting fees

 

 

 –

8,662

Foreign exchange gain

 

 

 –

(4,396)

General and administrative

 

 

1,400

272

119,827

Management fees

 

 

6,000

19,000

Mineral exploration costs

 

 

 –

 62,145

Professional fees

 

 

12,000

10,450

112,992

 

 

 

 

 

 

Total Operating Expenses

 

 

19,400

10,722

318,230

 

 

 

 

 

 

Loss Before Other Expense

 

 

(19,400)

(10,722)

(318,230)

 

 

 

 

 

 

Other Expense

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(2,772)

(2,269)

(22,585)

 

 

 

 

 

 

Net Loss

 

 

(22,172)

(12,991)

(340,815)


Net Loss per Share – Basic and Diluted

 

 

 


Weighted Average Shares Outstanding – Basic and Diluted

 

 

41,412,559

40,698,273

 

 

 

 

 

 

 












(The accompanying notes are an integral part of these financial statements)


3






ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Statements of Cash Flows

(unaudited)



 

For the Three Months Ended  March 31,

2012

$

For the Three

Months Ended

March 31,

2011

$

Accumulated from November 2, 2006 (Date of Inception) to

March 31, 2012

$

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss for the period

(22,172)

(12,991)

(340,815)

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Impairment of mineral exploration costs

 –

 –

22,025

Imputed interest

998

866

9,026

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

1,776

4,577

42,512

Due to related party

6,000

9,000

 

 

 

 

Net Cash Used In Operating Activities

(13,398)

(7,548)

(258,252)

 

 

 

 

Investing Activities

 

 

 

 

 

 

 

Acquisition of mineral properties

 

 –

(22,025)

 

 

 

 

Net Cash Used In Investing Activities

 

 –

(22,025)

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Proceeds from related parties

 –

 –

4,950

Repayment to related parties

 (3,000)

(3,000)

Proceeds from note payable – related party

12,020

11,928

133,926

   Proceeds from issuance of shares

 –

 –

144,421

 

 

 

 

Net Cash Provided By Financing Activities

12,020

8,928

280,297

 

 

 

 

Increase (Decrease) in Cash

(1,378)

1,380

20

 

 

 

 

Cash – Beginning of Period

1,398

 

 

 

 

Cash – End of Period

20

1,380

20

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

Interest paid

Income tax paid

 

 

 



(The accompanying notes are an integral part of these financial statements)


4




ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



1.

Organization and Nature of Operations


Rostock Ventures Corp. (the “Company”) was incorporated in the State of Nevada on November 2, 2006 and is a natural resource exploration and production company engaged in the exploration, acquisition, and development of mineral properties in the United States. The Company is an exploration stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company hold 59 mineral claims in the Tintina Gold Belt in Yukon, Canada and is in the process of exploring these claims, as well as raising additional capital for future acquisitions.


Going Concern


These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As at March 31, 2012, the Company has not earned revenue, has a working capital deficit of $187,368, and an accumulated deficit of $340,815. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  


2.

Summary of Significant Accounting Policies


a)

Basis of Presentation


The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The Company’s fiscal year end is December 31.


b)

Use of Estimates


The preparation of financial statements in conformity with US GAAP requires management to make 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 period. The Company regularly evaluates estimates and assumptions related to the recoverability of mineral properties, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


c)

Cash and Cash Equivalents


The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As of March 31, 2012 and December 31, 2011, there were no cash equivalents.



5



ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


d)

Interim Financial Statements


These interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.


e)

Mineral Property Costs


The Company has been in the exploration stage since its formation on November 2, 2006 and has not yet realized any revenues from its planned operations. Mineral property acquisition and 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. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.


f)

Asset Retirement Obligations


The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.


g)

Basic and Diluted Net Loss per Share


The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.


h)

Foreign Currency Translation


The Company’s functional and reporting currency is the United States dollar.  Foreign currency transactions are primarily undertaken in Canadian dollars. Foreign currency transactions are translated to United States dollars in accordance with ASC 830, Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.




6



ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


i)

Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and amounts due to related party. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


j)

Income Taxes


The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.


k)

Comprehensive Loss


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2012 and December 31, 2011, the Company has no items representing comprehensive income or loss.



7



ROSTOCK VENTURES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


l)

Stock-based Compensation


The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Compensation using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.  As at March 31, 2012 and December 31, 2011, the Company did not grant any stock options.  


m)

Recent Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


3.

Mineral Property


On May 10, 2010, the Company acquired the rights to an exploration license to 300 hectares of exploration properties located in Hants County, Nova Scotia, Canada for $2,000.  The costs were expensed as mineral exploration costs as a valuation of the property could not be attained.  


4.

Notes Payable


As at March 31, 2012, the Company owes $133,926 (2011 - $121,906) of notes payable to shareholders of the Company.  The amounts owing are unsecured, due interest ranging from 0-10% per annum, and are due on demand.  As at March 31, 2012, accrued interest of $13,559 (2011 - $6,418) has been recorded in accrued liabilities and $9,026 (2011 - $5,136) of imputed interest, calculated at 10% per annum, has been recorded in additional paid-in capital.    


5.

Related Party Transactions


During the period ended March 31, 2012, the Company incurred $6,000 (2011 - $nil) of management fees to the President and Director of the Company.  The Company is committed to monthly management fees of $1,000 until such time as the agreement is cancelled by the President and Director or by the Company. During August 2011, the agreement was amended increasing the management fee to $2,000 per month.


6.

Subsequent Events


On April 10, 2012, the Company issued a promissory note to a non-related party for proceeds of $5,000.  Under the terms of the note, the amount is unsecured, bears interest at 10% per annum, and is due on demand. 





8





ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENTS


This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


RESULTS OF OPERATIONS


Working Capital


  

March 31, 2012

$

December 31, 2011

$

Current Assets

20

1,398

Current Liabilities

187,388

167,592

Working Capital (Deficit)

(187,368)

(166,194)


Cash Flows


 

Three Months Ended

Three Months Ended

  

March 31, 2012

$

March 31, 2011

$

Cash Flows from (used in) Operating Activities

(13,398)

(7,548)

Cash Flows from (used in) Financing Activities

12,020

8,928

Net Increase (decrease) in Cash During Period

(1,378)

1,380


Operating Revenues


We have not generated any revenues since inception.


Operating Expenses and Net Loss


Operating expenses for the three months ended March 31, 2012 were $19,400 compared with $10,722 for the three months ended March 31, 2011. The increase in operating expense is attributed to an increase in professional fees of $1,550 relating to increases in professional fees due to higher rates, $6,000 in management fees.to the President and Director of the Company at a rate of $2,000 per month, and an increase of $1,128 of general and administrative costs relating to higher overhead costs incurred compared to prior year.  


Net loss for the three months ended March 31, 2012 was $22,172 compared with $12,991 for the three months ended March 31, 2011.  In addition to operating expenses, the Company incurred $2,772 of interest expense during the three months ended March 31, 2012 compared with $2,269 for the three months ended March 31, 2011.  The interest expense is due to the $133,926 of notes payable to related parties which incurs interest 6-10% per annum and the increase in the current year was due to an increase in the amount of notes payable outstanding.  



9






Liquidity and Capital Resources


As at March 31, 2012, the Company’s cash and total asset balance was $20 compared to $1,398 as at December 31, 2011. The decrease in cash and total assets was due to the fact that the Company incurred operating expenses during the period with only minimal amounts of additional financing from the issuance of notes payable.  


As at March 31, 2012, the Company had total liabilities of $187,388 compared with total liabilities of $167,592 as at December 31, 2011. The increase in total liabilities was attributed to increases in accounts payable and accrued liabilities of $1,776 due to timing differences between the payment terms of various operating expenditures, $6,000 for amounts owing to related parties for unpaid management fees, and $12,020 of additional notes payable that were issued during the period.


As at March 31, 2012, the Company had a working capital deficit of $187,368 compared with $166,194 as at December 31, 2011.  The increase in working capital deficit was attributed to the expenditures incurred in excess of the proceeds received from equity financing during the period.    


Cashflow from Operating Activities


During the three months ended March 31, 2012, the Company used $13,398 of cash for operating activities compared to the use of $7,548 of cash for operating activities during the three months ended March 31, 2011. The change in net cash used in operating activities is attributed to the fact that the Company received $12,020 from the issuance of notes payable which was used for operating activities during the period.    


Cashflow from Financing Activities


During the three months ended March 31, 2012, the Company received proceeds of $12,020 from financing activities compared to $8,928 during the three months ended March 31, 2011.  The change in cash flows from financing activities is attributed to the fact that the Company received $12,020 from the issuance of notes payable compared with $11,928 during the three months ended March 31, 2011 offset by the repayment of $3,000 to related parties.  


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


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


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.



10






Recently Issued Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


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


ITEM 4. 

CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 12, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.


Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.


PART II - OTHER INFORMATION


ITEM 1. 

LEGAL PROCEEDINGS


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


ITEM 1A.

RISK FACTORS


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


ITEM 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


1.

Quarterly Issuances:


During the quarter, we did not issue any unregistered securities other than previously disclosed.



11






2.            Subsequent Issuances:


Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.  

MINE SAFETY DISCLOSURES


Not Applicable.


ITEM 5.

OTHER INFORMATION


None.


ITEM 6.

EXHIBITS



Exhibit Number

Description of Exhibit

Filing

3.01

Articles of Incorporation

Filed with the SEC on July 30, 2007 as part of our Registration Statement on Form SB-2.

3.02

Bylaws

Filed with the SEC on July 30, 2007 as part of our Registration Statement on Form SB-2.

10.01

Invoice from Coureur Des Bois for the purchase of 59 mining claims in the Yukon Province dated July 14, 2009

Filed with the SEC on November 12, 2009 as part of our Current Report on Form 8-K.

10.02

Assignment Agreement between the Company and Marino Specogna dated May 10, 2010

Filed with the SEC on May 13, 2010 as part of our Current Report on Form 8-K.

10.03

Promissory Note with Tucker Investments dated February 23, 2011

Filed with the SEC on April 12, 2012 as part of our Annual Report on Form 10-K.

10.04

Subscription Agreement between the Company and Enavest Internacional S.A. dated May 20, 2011.

Filed with the SEC on June 15, 2011 as part of our Current Report on Form 8-K.

10.05

Promissory Note with Pop Holdings Ltd. Dated April 25, 2012

Filed herewith.

10.06

Promissory Note with Pop Holdings Ltd. dated April 25, 2012

Filed herewith.

14.01

Code of Ethics

Filed with the SEC on March 29, 2011, as part of our Annual Report on Form 10-K.

16.01

Letter from Former Accountant Malone & Bailey, LLP dated March 9, 2010

Filed with the SEC on March 9, 2010 as part of our Current Report on Form 8-K.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

 101.INS*

XBRL Instance Document

Filed herewith.

101.SCH*

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

Filed herewith.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith.


*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.




12






SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

 

  

  

ROSTOCK VENTURES CORP.


Dated:     May 11, 2012

 


/s/ Gregory Rotelli   

  

  

By:  GREGORY ROTELLI

  

  

Its:  President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Secretary and Treasurer


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

  


Dated:     May 11, 2012


/s/ Gregory Rotelli   

  

By:  GREGORY ROTELLI

Its:  Director




13


PINX:ROSV Quarterly Report 10-Q Filling

PINX:ROSV Stock - Get Quarterly Report SEC Filing of PINX:ROSV stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

PINX:ROSV Quarterly Report 10-Q Filing - 3/31/2012
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