Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations.

To become profitable and competitive, we have to conduct exploration on the property and find mineralized material.  We will be seeking equity financing to provide for the capital required to implement our research and exploration phases.   On July 27, 2007 we completed our private placement.  We raised $82,432 by selling 8,243,200 shares of common stock at a price of $0.01 per share to twelve shareholders.  The proceeds of the offering have been used to sustain operations until the date of this Report.

On May 11, 2010, we entered into a stock purchase agreement with CRG Finance AG whereby CRG Finance AG purchased 700,000 shares of common stock at $0.01 per share for a total of $7,000.

On August 31, 2010, we signed a promissory note agreeing to borrow $100,000 from CRG Finance AG at a rate of 7.5% per annum, calculated based on a year of 365 days and actual days elapsed. The loan, plus any interest accumulated, is due upon demand after the first anniversary of the agreement date within thirty calendar days upon delivery to the Borrower a written demand by the Lender.

On September 1, 2010, we executed a consulting agreement whereby agreeing to pay Executive Consulting Services Group (ECS) $1,000 per month on a month-by-month basis, renewable by mutual agreement. ECS provides administrative support for the day-to-day operations of the Company. Such administrative duties include maintaining compliance with regulatory agencies, maintaining the Corporate Minute Book and acting as the Company’s bookkeeper.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

 

11

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Results of Operations

 

Revenues

 

During the year ended June 30, 2010 we did not earn any revenues and incurred a net loss of $1,399. During the year ended June 30, 2009 we did not earn any revenues and incurred a net loss of $26,160.

 

Expenses

 

During the year ended June 30, 2010 we incurred total expenses of $39,113 which included $55 in professional fees, $11,219 in consulting fees, $27,000 in legal and accounting fees, $410 in filing and incorporation fees, and $429 in other general and administrative fees. Comparatively, during the same time in 2009, we incurred total expenses of $26,160 which included $9,795 in consulting fees, $15,003 in legal and accounting fees, and $839 in other general and administrative fees.

Liquidity and Capital Resources

As of the date of this report, we have yet to generate any revenues from our business operations.

We issued 8,243,200 shares through a private placement for a total of $82,432.  The shares were issued pursuant to Regulation S of the Securities Act of 1933 to twelve investors.

On May 11, 2010, we entered into a stock purchase agreement with CRG Finance AG whereby CRG Finance AG purchased 700,000 shares of common stock at $0.01 per share for a total of $7,000.

On August 31, 2010, we signed a promissory note agreeing to borrow $100,000 from CRG Finance AG at a rate of 7.5% per annum, calculated based on a year of 365 days and actual days elapsed. The loan, plus any interest accumulated, is due upon demand after the first anniversary of the agreement date within thirty calendar days upon delivery to the Borrower a written demand by the Lender.

As of June 30, 2010 we had current assets of $4,736, current liabilities of $44,550 and a working capital of deficit $39,814. As of June 30, 2010 we had total assets of $4,736 comprised entirely of cash.

During the year ended June 30, 2010 we spent net cash of $40,748 on operating activities, compared to net cash spending of $6 on operating activities during the same period in 2009.

Net cash provided by financing activities for the year ended June 30, 2010 was $44,990 compared to net cash used in financing activities of $500 during the same period in 2009.

 

Recent accounting pronouncements

 

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

 

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

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

 

12

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ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

		Index
Report of Independent Registered Accounting Firm		F-2
Balance Sheets		F-3
Statements of Expenses		F-4
Statements of Stockholders’ Deficit		F-5
Statements of Cash Flows		F-6
Notes to Financial Statements		F-7

 

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

 Ardent Mines Limited

(An exploration stage company)

New York, NY

We have audited the accompanying balance sheets of Ardent Mines Limited ("Ardent Mines") as of June 30, 2010 and 2009, and the related statements of expenses, changes in stockholders' deficit, and cash flows for the years ended June 30, 2010 and 2009 and for the period from July 27, 2000 (inception) through June 30, 2010. These financial statements are the responsibility of Ardent Mines' 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). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Ardent Mines is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits 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 Ardent Mines'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 Ardent Mines as of June 30, 2010 and 2009, and the results of its operations and its cash flows for the years then ended and for the period from July 27, 2000 (inception) through June 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Ardent Mines will continue as a going concern. As discussed in Note 2 to the financial statements, Ardent Mines has suffered recurring losses from operations and has negative working capital, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ MaloneBailey, LLP

MALONEBAILEY, LLP

www.malonebailey.com

 Houston, Texas

September 27, 2010

 

F-2

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ARDENT MINES LIMITED

(An Exploration Stage Company)

BALANCE SHEETS

		June 30, 2010				June 30, 2009
ASSETS
Current Assets
Cash		$	4,736			$	494
Total Assets		$	4,736			$	494
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable		$	6,060			$	45,509
Due to related party			38,490				500
Total Current Liabilities			44,550				45,909
STOCKHOLDERS’ DEFICIT
Common stock, $0.00001 par value, 100,000,000 shares authorized, 14,957,650 and 14,257,650 shares issued and outstanding as of June 30, 2010 and 2009 respectively			149				142
Additional paid-in capital			467,018				460,025
Deficit accumulated during exploration stage			(506,981	)			(505,582	)
Total Stockholders’ Deficit			(39,814	)			(45,415	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	4,736			$	494

See accompanying notes to financial statements

 

F-3

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ARDENT MINES LIMITED

(An Exploration Stage Company)

STATEMENTS OF EXPENSES

		For the Year Ended June 30, 2010				For the Year Ended June 30, 2009				From July 27, 2000 (inception) through June 30, 2010
Operating expenses:
Consulting fees		$	11,219			$	9,795			$	314,246
Filing and incorporation fees			410				-				3,463
Other general and administrative			484				1,362				38,064
Legal and accounting			27,000				15,003				163,505
Mining exploration			-				-				14,588
Travel			-				-				9,539
Total operating expenses		$	39,113			$	26,160			$	543,405
Interest expense			-				-				1,290
Other Income
Debt Forgiveness			37,714				-				37,714
Total Other Income		$	37,714			$	-			$	37,714
NET LOSS		$	(1,399	)		$	(26,160	)		$	(506,981	)
Net loss per share – basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding			14,353,540				14,257,650

See accompanying notes to financial statements

 

F-4

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ARDENT MINES LTD

(An Exploration Stage Company)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the period from July 27, 2000 (Inception) Through June 30, 2010

														Deficit accumulated
										Additional				during
		Common Stock								Paid-in				exploration
		Shares				$				Capital				Stage				Total
Shares issued
for services			5,000,000			$	50			$	274,950			$	-			$	275,000
Net loss			-				-				-				(288,255	)			(288,255	)
Balances at June 30, 2001			5,000,000				50				274,950				(288,255	)			(13,255	)
Net loss			-				-				-				(9,982	)			(9,982	)
Balance at June 30, 2002			5,000,000				50				274,950				(298,237	)			(23,237	)
Net loss			-				-				-				(1,719	)			(1,719	)
Balance at June 30, 2003			5,000,000				50				274,950				(299,956	)			(24,956	)
Shares issued or cash			1,014,450				10				101,435				-				101,445
Net loss			-				-				-				(62,793	)			(62,793	)
Balance at June 30, 2004			6,014,450				60				376,385				(362,749	)			13,696
Net loss			-				-				-				(16,740	)			(16,740	)
Balance at June 30, 2005			6,014,450				60				376,385				(379,489	)			(3,044	)
Net loss			-				-				-				(12,464	)			(12,464	)
Balance at June 30, 2006			6,014,450				60				376,385				(391,953	)			(15,508	)
Imputed interest on related party payable			-				-				1,290				-				1,290
Net loss			-				-				-				(40,299	)			(40,299	)
Balance at June 30, 2007			6,014,450				60				377,675				(432,252	)			(54,517	)
Shares issued for cash			8,243,200				82				82,350				-				82,432
Net loss			-				-				-				(47,170	)			(47,170	)
Balance at June 30, 2008			14,257,650				142				460,025				(479,422	)			(19,255	)
Net loss			-				-				-				(26,160	)			(26,160	)
Balance at June 30, 2009			14,257,650				142				460,025				(505,582	)			(45,415	)
Shares issued for cash, at $0.01 per share			700,000				7			$	6,993			$	-			$	7,000
Net loss			-				-				-				(1,399	)			(1,399	)
Balance at June 30, 2010			14,957,650			$	149			$	467,018			$	(506,981	)		$	(39,814	)

See accompanying notes to financial statements

 

F-5

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ARDENT MINES LIMITED

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

		For the Year Ended  June 30, 2010				For the Year Ended  June 30, 2009				From July 27, 2000  (inception) through June 30, 2010
Cash Flows From Operating Activities
Net loss		$	(1,399	)		$	(26,160	)		$	(506,981	)
Adjustments to reconcile net loss to cash used in operating activities
Debt forgiveness			(37,714	)							(37,714	)
Accounts payable			(1,635	)			26,154				27,645
Imputed interest on related party payable			-				-				1,290
Stock issued for services			-				-				275,000
Net Cash Used in Operating Activities			(40,748	)			(6	)			(240,760	)
Cash Flows From Financing Activities
Proceeds from sales of common stock			7,000				-				190,877
Advances from a related party			37,990				500				54,619
Net Cash Provided By Financing Activities			44,990				500				226,471
Net Change in Cash			4,242				494				4,736
Cash – Beginning of Period			494				-				–
Cash – End of Period		$	4,736			$	494			$	4,736
Supplemental Disclosures
Interest paid		$	-			$	-			$	–
Income tax paid			-				-				–

See accompanying notes to financial statements

 

F-6

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ARDENT MINES LIMITED

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business.   Ardent Mines Limited (Ardent Mines) was incorporated in Nevada on July 27, 2000. Ardent Mines' principal business plan is to acquire, explore and develop mineral properties and to ultimately seek earnings by exploiting the mineral claims.

Ardent Mines has been in the exploration stage since its formation on July 27, 2000 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Upon location of a commercial mineable reserve, Ardent Mines will actively prepare the site for extraction and enter a development stage. At present, management devotes most of its activities to raise sufficient funds to further explore and develop its mineral properties. Planned principal activities have not yet begun.

Use of Estimates.   The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents.   Investments with an original maturity date of three months or less when purchased are considered to be cash equivalents and are stated at cost.

Income Taxes.   Ardent Mines recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Ardent Mines provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Exploration and Development Costs.   Ardent Mines has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Mineral 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.

Basic and Diluted Net Loss Per Share.   Basic and diluted net loss per share calculations are presented in accordance with ASC 260, and are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share are the same due to the absence of common stock equivalents.

 

F-7

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ARDENT MINES LIMITED

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

Ardent Mines does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on their results of operations, financial position or cash flows.

NOTE 2 - GOING CONCERN

From July 27, 2000 (date of inception) to June 30, 2010, Ardent Mines has incurred a loss and has a negative working capital at June 30, 2010. The ability of Ardent Mines to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable mining operations. Management has plans to seek additional capital through a private placement and public offering of its common stock. There is no guarantee that Ardent Mines will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Ardent Mines' ability to continue as a going concern.

NOTE 3 - RELATED PARTY TRANSACTIONS

As of June 30, 2010, Ardent Mines has a payable to Urmas Turu, president for $38,490 that was used for payment of expenses on behalf of the Company.  The amount has no terms of repayment, is unsecured, and bears no interest.  Ardent Mines also leases its business office from Mr. Turu for free.

NOTE 4 - COMMON STOCK

A chronological history of Ardent Mines' stock transactions is as follows:

July 27, 2000 - Ardent Mines incorporated in Nevada. Ardent Mines is authorized to issue 100,000,000 shares of its $0.00001 par value common stock.

August 1, 2000 - Ardent Mines issued 5,000,000 shares of common stock to each of Ardent Mines' President and Secretary and Treasurer for services rendered. This is accounted for as compensation expense of $273,048 and advances and reimbursement expense of $1,952.

February 8, 2002 - The former President of Ardent Mines sold his 2,500,000 shares to the new President and Chief Executive Officer of Ardent Mines.

For the year ended June 30, 2004, Ardent Mines issued 1,014,450 shares of common stock at $0.10 per share pursuant to an SB-2 Registration Statement.

During the year ended June 30, 2007 a Registration S agreement was filed and $82,432 was raised under the terms of this agreement at June 30, 2007.  The shares were issued in August 2007.

 

F-8

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ARDENT MINES LIMITED

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

On February 12, 2009, Urmas Turu, our sole officer and director, purchased 625,000 shares from four shareholders for $1,250, totaling $5,000. After the transaction was completed, Mr. Turu owns 2,500,000 shares of our common stock which is equal to 17.5% of our issued and outstanding common stock.  The shares of common stock were purchased using personal funds.

On May 11, 2010, CRG Finance AG bought 700,000 common shares at $0.01 per share or $7,000.

NOTE 5 - DEBT FORGIVENESS

As of June 30, 2010, Christopher Wilson, the Company’s former president, loaned Ardent Mines $19,025 to cover operating expenses.  As of June 30, 2009, this amount is reported as part of accounts payable since Christopher Wilson is no longer considered a related party.  On June 30, 2010, Mr. Wilson agreed to forgive the full amount owed to him.  This has been accounted for on the financial statements as debt forgiveness income.

During the year ended June 30, 2008, the Company became indebted to its former president, Taras Chebountchak, for $16,129 for payment of expenses on the Company’s behalf.  The amount had no terms of repayment, was unsecured, and bore no interest. As of June 30, 2009, this amount is reported as part of accounts payable since Taras Chebountchak is no longer considered a related party.  On June 30, 2010, Mr. Chebountchak agreed to forgive the full amount owed to him.  This has been accounted for on the financial statements as debt forgiveness income.

During the year ended June 30, 2010, the Company owed Executive Consulting Services, Group (ECS) a total of $13,560. On February 16, 2010, the Company repaid $11,000 and Executive Consulting Services, Group (ECS) forgave the remaining $2,560. This has been accounted for on the financial statements as debt forgiveness income.

NOTE 6 - INCOME TAXES

 

The Company is subject to United States federal and state income taxes at an approximate rate of 35%.

 

The significant components of deferred income tax assets at June 30, 2010 are as follows:

 

		June 30, 2010				June 30, 2009
Net operating loss carryforward		$	190,790			$	177,100
Valuation allowance			(190,790	)			(177,100	)
Net deferred income tax asset		$	-			$	–

 

F-9

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ARDENT MINES LIMITED

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

 

The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

The cumulative net operating loss carry-forward is approximately $545,000 at June 30, 2010, and will expire in the years 2021 to 2029.

NOTE 7 – SUBSEQUENT EVENTS

On August 31, 2010, we borrowed $100,000 from CRG Finance AG at a rate of 7.5% per annum. The loan, plus any interest accumulated, is due upon demand after the first anniversary of the agreement date within thirty calendar days upon delivery to the Borrower a written demand by the Lender.

On September 1, 2010, the Company executed a consulting agreement whereby agreeing to pay Executive Consulting Services Group (ECS) $1,000 per month on a month-by-month basis, renewable by mutual agreement. ECS provides administrative support for the day-to-day operations of the Company. Such administrative duties include maintaining compliance with regulatory agencies, maintaining the Corporate Minute Book and acting as the Company’s bookkeeper.

 

F-10

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ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

ITEM 9A.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") (the Company's principal financial and accounting officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Our internal control system was designed to, in general, provide reasonable assurance to the Company's management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company's internal control over financial reporting as of June 30, 2010.  The framework used by management in making that assessment was the criteria set forth in the document entitled " Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of June 30, 2010, the Company's internal control over financial reporting was effective for the purposes for which it is intended.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

 

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended June 30, 2010 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

 

13

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ITEM 9B.

OTHER INFORMATION

 

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The name, age and position held by each of the directors and officers of our company are as follows:

Name and Address		Age		Position(s)
Urmas Turu		49		Member of the Board of Directors, Secretary and
Tuuletee 18				Treasurer
Tabasalu PK Harjumaa, Estonia 76901 (Resigned as President, CEO & CFO 08/25/10)				Former President, Chief Executive Officer and Chief Financial Officer
Leonardo Riera		50		President, Chief Executive Officer and a member of the Board of Directors
Luis Feliu		65		Chief Financial Officer

All directors have a term of office expiring at the next annual general meeting of our company, unless re-elected or earlier vacated in accordance with our Bylaws. All officers have a term of office lasting until their removal or replacement by the board of directors.

Officers and Directors

 

Urmas Turu. On February 12, 2009, Mr. Urmas Turu was appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company, as well as a member of the Company’s Board of Directors.  On August 25, 2010 Mr. Urmas Turu resigned as the President and Chief Executive Officer of the Company.  He shall remain a member of the Company’s Board of Directors and as the Company’s Secretary and Treasurer until qualified replacements are appointed.  Since 2004, Mr. Turu has been an investor in real estate, hospitality industry and public equities. Mr. Turu was then appointed our president, principal executive officer, secretary, treasurer, principal financial officer, and principal accounting officer.

Leonardo Alberto Riera. On August 25, 2010, Mr. Leonardo Alberto Riera was appointed as a member of our Board of Directors and as our President. Mr. Riera is an investment banker and management consultant.  He is currently an Executive Director of the Asia America Equity Exchange, an entity which promotes investments and commercial transactions between China and the Americas.  He has held this position since 2008.  From 2007-2008, Mr. Riera was the Director of Asset Structuring and Credit Analysis at INTL Consilium, LLC, where he was in charge of the analysis and credit decisions for a substantial portion of the corporate portfolio of an emerging markets hedge fund.  From 1987-2010, he was a partner and the Chief Executive Officer of Latin American Advisors, Inc., an entity focused on providing mergers and acquisitions advice to wealthy families and medium-sized corporations.  From 1988-1998, he was Executive Director and Country Head for Bankers Trust Company in Venezuela.  From 1986-1987 he was Head of Citicorp Investment Bank’s Mergers and Acquisitions unit in Caracas, Venezuela.

 

14

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Luis Feliu. On September 2, 2010, Mr. Luis Feliu was appointed as our Chief Financial Officer. Mr. Feliu is presently the Chief Financial Officer of Wilson Manifolds.  He has held this position since 2008.  Prior to this position, he served from 2006 through 2008 as a Senior Consultant to Management Resources of RHI.  He also served as Corporate Controller of Smartmatic Corporation from 2004 to 2006 and served from 2000 to 2004 as Global Senior Vice President-Finance, as well as Chief Financial Officer and Controller, for Lemon Financial, Ltd. (f/k/a Patagon.Com, Inc.).

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, our officers and directors: have not filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; were not convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); were not 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 affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity 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 commodity laws; were not 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 activity; were not found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; and were not 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.

Compliance with Section 16 (a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission. Directors, executive officers and persons who own more than 10% of our common stock are required by Securities and Exchange Commission regulations to furnish to us copies of all Section 16(a) forms they file.

Based solely upon review of the copies of such reports received or written representations from the reporting persons, we believe that during our 2009 fiscal year our directors, executive officers and persons who own more than 10% of our common stock filed all reports required by section 16(a) of the Securities Exchange Act of 1934.

Audit Committee and Charter

Although we have adopted an audit committee charter, we have not created an effective audit committee. Our audit committee is comprised of all of our officers and directors. Further, none of directors are deemed independent. During the period covered by this Report, the individual who was our sole director also held all of our executive officer positions. Our audit committee, when established, will be responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.

 

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Audit Committee Financial Expert

We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports.

ITEM 11.

EXECUTIVE COMPENSATION.

The following table sets forth information with respect to compensation paid by us to our officers during the last three completed fiscal years. Our fiscal year end is June 30th.

Summary Compensation Table

(a)		(b)		(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
Name and Principal Position		Year		Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compen- sation (S)				Change in Pension Value & Nonqual- ified Deferred Compen- sation Earnings ($)				All Other Compen- sation ($)				Totals ($)
Urmas Turu		2010			0				0				0				0				0				0				0				0
President		2009			0				0				0				0				0				0				0				0
(resigned 08/25/10)

We paid no salaries for the years ended June 30, 2009 and 2010.

 

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The following table sets forth information with respect to compensation paid by us to our directors during the last completed fiscal year. Our fiscal year end is June 30th.

Director Compensation Table

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Name

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compen- sation ($)

Total ($)

Urmas Turu

0

0

0

0

0

0

0

All compensation received by the officers and directors has been disclosed.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Employment Contracts

As of the end of the period covered by this Report, we had no employment contracts. On September 27, 2010, the Company entered into an employment agreement with our Chief Executive Officer, Leonardo Riera.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans.

Compensation of Directors

We do not pay our directors any money and we have no plans to pay our directors any money in the future.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 

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ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of September 22, 2010, the beneficial shareholdings of persons or entities holding five percent or more of our common stock, each director individually, each named executive officer and all of our directors and officers as a group. Each person has sole voting and investment power with respect to the shares of common stock shown, and all ownership is of record and beneficial.

Name and Address		Number of				Percentage of
Beneficial Ownership		Shares				Ownership
Urmas Turu			2,500,000				17.5	%
Tuuletee 18, Tabasalu PK,
Harjumaa, Estonia 76901
Corporate Resource Group, Inc.			993,200				6.97	%
124A 1030 Denman Street
Vancouver, British Columbia
Canada V6G 2M6
Total			3,493,200				24.47	%

Changes in Control

To the knowledge of management, there are no present arrangements or pledges of our securities which may result in a change in our control of the company.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Director Independence

As of the date of this Report, we have two directors, Urmas Turu and Leonardo Riera.  Our Board of Directors has determined that neither of these directors are independent.  The Company has adopted the standards for director independence contained in the Nasdaq Marketplaces Rule5605(a)(2).

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed fiscal periods ended June 30, 2010 and June 30, 2009 for professional services rendered by MaloneBailey, LLP, registered public accountants, for the audit of our annual financial statements, quarterly reviews of our interim financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

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		Year Ended  June 30,  2010				Year Ended  June 30,  2009
Audit Fees		$	10,000			$	11,500
Audit Related Fees			-				-
Tax Fees			-				-
All Other Fees			-				-
Total		$	10,000			$	11,500

In the above table, “audit fees” are fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year along with reviews of interim quarterly financial statements and involvement with various in arrears filing earlier in 2009. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

-approved by our audit committee; or

-entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular  service,  the  audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an independent audit committee.  Our entire board of directors pre-approves all services provided by our independent auditors.

The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved.  However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.

 

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Subsequent Events

 

Corporate Development Services Agreement

 

On September 27, 2010, the Company entered into a Corporate Development Services Agreement (the “Services Agreement”) with CRG Finance AG (“CRG”).  Pursuant to the Services Agreement, CRG has agreed to render to the Company consulting and other advisory services (collectively, the “Advisory Services”) in relation to developing strategic plans for inception of operations, corporate management, the operations of the Company, strategic planning, domestic and international marketing and sales, financial advice, advisory and consulting services, recommendations of candidates for senior management positions of the Company, prospective strategic alliance partners, preparing acquisition growth plans, identifying prospective merger and acquisition candidates, developing value propositions for the Company, analyzing financial implications of potential transactions, advising on negotiations regarding terms and conditions of transactions, outlining and managing due diligence issues and due diligence processes, introductions to prospective customers, selection of investment bankers or other financial advisors or consultants, and advice with respect to the capital structure of the Company, equity participation plans, employee benefit plans and other incentive arrangements for certain key executives of the Company.  CRG shall also render investment banking and finance consulting services to the Company (collectively, the “Investment Banking Services”).  The scope of CRG Investment Banking Services shall include such services rendered only outside of the United States and only to non-U.S. persons. The Company will pay to CRG the following amounts for the Advisory Services: (i) an inception fee of US$100,000.00 (one hundred thousand U.S. dollars) and (ii) a monthly services fee of US$25,000.00 (twenty five thousand U.S. dollars) per month, payable each month for the period commencing as of September 1, 2010.  CRG shall be paid $10,000 per month of the Advisory Services Fee beginning September 1, 2010, with the balance of $15,000 per month of the Advisory Services Fees together with the Inception Payment accruing until completion of the first Company financing following the date of this Agreement when such accruals shall be fully due and payable.  In consideration of any and all Investment Banking Services provided to the Company, CRG shall receive in cash ten percent (10%) of the total value of each such transaction, payable at the closing of each such transaction. The Services Agreement also contains provisions for the reimbursement of reasonable expenses incurred by CRG, and for indemnification of CRG and its affiliates from claims related to the services provided under the Services Agreement.  The term of the Services Agreement shall be three years, and may be terminated at any time for any reason by CRG upon not less than thirty (30) days’ advance written notice.

Employment Agreement with Leonardo Riera

Effective as of September 27, 2010, the Company has entered into an Employment Agreement with Leonardo Riera regarding his service as President and Chief Executive Officer of the Company.  Mr. Riera shall devote approximately 75% to 100% of his professional working time to the Company. The Employment Agreement has an initial two year period subject to renewal. 

In consideration for services rendered to the Company, Mr. Riera shall be paid a base salary of Twenty Thousand U.S. Dollars ($20,000) per month (“Base Salary”).  Base Salary shall be paid retroactive to August 15, 2010.  Ten thousand U.S. Dollars ($10,000) of this amount shall be payable incrementally on a monthly basis and pro-rated for any partial month of employment, less any applicable statutory and regulatory deductions, which shall be payable in accordance with the Company’s regular payroll practices, as the same may be modified from time to time.  The remainder of the Base Salary shall accrue until such time as the Company shall have received capital investments in the amount of ten million U.S. Dollars ($10,000,000), at which time all accrued and unpaid amounts shall be due and payable.

Pursuant to the Employment Agreement, Mr. Riera shall be granted fifty thousand (50,000) restricted shares of the Company’s common stock (the “Shares”).  Until the second anniversary of the date hereof, the Shares may not be sold, transferred, used as security for a loan or otherwise encumbered, except for customary estate planning exceptions.  The Employment Agreement also contains customary provisions regarding protection of Company trade secrets, non-solicitation of Company employees or customers and non-competition with the Company during the term of the Agreement. 

 

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ITEM 15.

EXHIBITS

The following Exhibits are incorporated herein by reference. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:

				Incorporated by reference
Exhibit		Document Description		Form		Date		Number		Filed herewith
3.1		Articles of Incorporation		SB-2		11/30/00		3.1
3.2		Bylaws		SB-2		11/30/00		3.2
4.1		Specimen Stock Certificate		SB-2		11/30/00		4.1
10.1		Trust Agreement between Taras Chebountchak and Ardent Mines Limited		8-K		01/07/07		10.1
10.2		Consulting Agreement between Ardent Mines Limited and Natasha Lysiak, Independent Consultant		10-KSB		09/28/07		10.2
10.3		Consulting Agreement between Ardent Mines Limited and
		Executive Consulting Services Group, dated as of September 1, 2010.								X
10.4		Corporate Development Services Agreement, by and between Ardent Mines Limited and CRG Finance AG, dated as of September 27, 2010.								X
14.1		Code of Ethics		10-KSB		10/14/03		14.1
16.1		Letter from Williams & Webster, P.S., Certified Public Accountants		SB-2		03/24/03		16.1
16.2		Letter from Manning Elliott, Chartered Accountants		SB-2		03/24/03		16.2
16.3		Letter from Morgan & Company		SB-2		08/08/03		16.3
21		List of Subsidiaries								X
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.								X
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.								X
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.								X
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.								X
99.2		Audit Committee Charter		10-KSB		10/14/03		99.1
99.3		Disclosure Committee Charter		10-KSB		10/14/03		99.2
99.4		Agreement and Release between Ardent Mines Limited, Taras Chebountchak and Reg Handford		8-K		12/22/04		99.1
99.5		Resignation of Reg Handford		8-K		12/22/04		99.2

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ARDENT MINES LIMITED
	(Registrant)
	By:	/s/ Leonardo Riera
		Name:	Leonardo Riera
		Title:	President, Chief Executive Officer,
			Principal Executive Officer and
			Director
	By:	/s/ Luis Feliu
		Name:	Luis Feliu
		Title:	Chief Financial Officer, Principal
			Financial Officer and
			Principal Accounting Officer