Item 1. Business
Introduction
This annual report on Form 10-K is a comprehensive filing for the fiscal years ended October 31, 2016 and 2015. It is being filed by us in order to move toward becoming current in our filing obligations under the Securities Exchange Act of 1934, as amended. This is our first periodic filing since we filed a Form 10-Q for the quarter ended April 30, 2015, on June 15, 2015. Included in this report are the audited financial statements that would have been included in annual reports on Form 10-K which were not previously filed for the years ended October 31, 2016 and 2015, as well as summarized quarterly financial information which would have been included in quarterly reports on Form 10-Q, which were not previously filed for each of the quarters ended January 31, 2016 and 2017, April 30, 2016 and 2017, and July 31, 2015, 2016 and 2017.
Our delinquencies with regard to these filings were due to the fact that certain of the creditors sued the company, obtained default judgements and put the company in receivership, and the company discontinued operations after April 30, 2015. The Company was purchased through receivership on June 19, 2017, to settle a creditor judgment.
This annual report should be read together and in connection with the other reports that have been filed by us with the SEC for a comprehensive description of our financial condition and operating results. In the interest of disclosure, we have included information in this annual report certain material events and developments that have taken place through the date of filing of this annual report with the SEC.
In this Annual Report on Form 10-K, Blacksands Petroleum, Inc., together with its subsidiaries, is referred to in this document as “we”, “us”, “or the “Company”), incorporates by reference certain information from parts of other documents filed with the Securities and Exchange Commission. The Securities and Exchange Commission allows us to disclose important information by referring to it in that manner. Please refer to all such information when reading this Annual Report on Form 10-K. All information is as of October 31, 2015 unless otherwise indicated. For a description of the risk factors affecting or applicable to our business, see “Risk Factors,” below.
Overview and History
We were formerly an oil and natural gas company engaged in the exploration for, and the acquisition, development and production of, oil and natural gas reserves in the U.S. The Company formerly pursued exploration, development and exploitation drilling, complimented with property or corporate acquisitions exhibiting synergy in lands, facilities, production and operating efficiencies. Our operations were conducted through our subsidiaries, including our wholly-owned subsidiaries, Blacksands Petroleum Texas LLC (“BSPE Texas”), NRG Assets Management LLC (“NRG Assets”) and Copano Bay Holdings, LLC (“Copano Bay”) as well as ApClark LLC (“ApClark”) and Access Energy Inc. (“Access,” and collectively, the “Subsidiaries”), of which we owned 100% of the voting interests.
We were incorporated under the laws of the State of Nevada on October 12, 2004 as Lam Liang Corp. In June 2006, we changed our name to Blacksands Petroleum, Inc., which was in line with our then new business of oil and gas exploration and development. On July 7, 2017, we converted from a non-Delaware corporation to a Delaware corporation pursuant to Section 265 of the Delaware General Corporation Law.
Access was formed under the laws of Ontario, Canada, on August 26, 2005, BSPE Texas was formed under the laws of Texas on November 9, 2009, NRG Assets was formed under the laws of Texas in October 29, 2009, ApClark was formed under the laws of Delaware on July 18, 2012 and Copano Bay was formed under the laws of Nevada on December 14, 2010. Required filings for each of these states in order to maintain operations have not been filed. These subsidiaries have essentially been abandoned under direction of the previous owners and the receiver. We have no intention of bringing required state filings for these subsidiaries.
Shortly after April 30, 2015, we ceased operations as we were in default on certain creditor obligations. The Company was put into receivership and was sold for $750 to satisfy outstanding judgment creditor claims.
Our Operations
We are a shell company as that term is defined under federal securities laws. Our business plan changed to seek to acquire assets or shares of an entity actively engaged in business that generates revenues in exchange for our securities. Management anticipates that it may be able to participate in only one potential business venture because we have nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to our stockholders because it will not permit us to offset potential losses from one venture against gains from another.
Plan of Operations
On June 19, 2017, the Company entered into a Purchase Agreement with CannaLife USA, Ltd. (“CannaLife”) where, subject to court approval, CannaLife will purchase the Company and execute a Share Exchange transaction allowing CannaLife to become a wholly-owned subsidiary of the Company. The purchase terms include the issuance of shares of Company stock to the unitholders of CannaLife representing 75% control of the Company and an aggregate sum of $750 cash.
This change of control allows the Company to embark on a new business plan for manufacturing and distribution of hemp products, initially focusing on a line of all-natural energy drinks infused with hemp seed oil, Omega-3s and organic caffeine.
We may target other operating entities for acquisition. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
The analysis of new business opportunities will be undertaken by or under the supervision of S. Mark Spoone, our sole officer and director. We have not had any conversations with potential merger or acquisition targets other than CannaLife mentioned above nor have we entered into any definitive agreement with any other party. In our efforts to analyze potential acquisition targets, we may consider the following kinds of factors:
· Potential for growth, indicated by new technology, anticipated market expansion or new products;
· Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
· Strength and diversity of management, either in place or scheduled for recruitment;
·
Capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
· The cost of participation by us as compared to the perceived tangible and intangible values and potentials;
· The extent to which the business opportunity can be advanced;
· The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
· Other relevant factors.
In applying the foregoing criteria, no one of which will be controlling, our management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the limited capital we have available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
The manner in which we participate in an opportunity will depend upon the nature of the opportunity, our respective needs and desires as well as those of the promoters of the opportunity, and the relative negotiating strength of ourselves and such promoters.
It is likely that we will acquire our participation in a business opportunity through the issuance of common stock or other securities. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), depends upon the issuance to the stockholders of the acquired company of at least 80% of the common stock of the combined entities immediately following the reorganization. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 10% of the total issued and outstanding shares. This could result in substantial additional dilution to the equity of those who were our stockholders prior to such reorganization.
In the case of an acquisition, the transaction may be accomplished upon the sole determination of our management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving our company, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval if possible.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.
During the years ended October 31, 2015, 2016 and 2017, and the interim fiscal quarters since that time, with the exception of entering into a Purchase Agreement with CannaLife we have essentially been dormant as the entity went into receivership, and subsequently the controlling interest was acquired by S. Mark Spoone.
We do not currently engage in any business activities that provide us with positive cash flows. As such, the costs of investigating and analyzing business combinations for the next approximately 12 months and beyond will be paid with our current cash and if necessary, with additional funds raised through other sources, which may not be available on favorable terms, if at all.
ITEM 1A
ITEM 1A - RISK FACTORS
This section is not required for a smaller reporting company.
ITEM 1B
ITEM 1B - UNRESOLVED STAFF COMMENTS
The disclosure in Item 3 below is incorporated by reference herein.
ITEM 2
ITEM 2 - PROPERTIES
None.
ITEM 3
ITEM 3 - LEGAL PROCEEDINGS
On or about November 28, 2016, Elmer Williams, a resident of the State of Texas, filed a complaint against the Company in the Harris County Texas District Court 295, case number 2016-85519. The complaint sought relief for compensatory damages and for the appointment of a receiver over the Company. On or about March 30, 3017, the court entered a default judgment against the Company and an order appointing a Receiver over the Company. On or about August 14, 2017, the court entered a consent judgment ordering, among other things, (1) the issuance of shares of common stock constituting a change of control, (2) authorizing the plaintiff and the receiver to into a Judgment Purchase Agreement, and (3) releasing the receiver and appointing Mark Spoone as President of the Company.
On or about January 8, 2018, the United States Securities and Exchange Commission issued an Order Instituting Administrative Proceedings and Notice of Hearing Pursuant to Section 12(j) of the Securities Exchange Act of 1934, initiating deregistration proceedings against the Company and several other issuers for failure to file periodic reports. The Company is filing this report to comply with its periodic reporting requirements.
ITEM 4
ITEM 4 - MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5
ITEM 5 - MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Price Range of Common Stock
Our common stock is currently quoted on the OTCQB Market under the symbol “BSPE.”
Dividend Policy
We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our business. Any future determination to pay cash dividends will be at the discretion of the Board and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as the Board deems relevant.
Recent Sales of Unregistered Securities
In June 2015, 510,723 shares were issued to a related party for interest totaling $94,218 shares for the quarter ended April 30, 2015.
During the period from July 2015 to October 31, 2015, the Company issued a total of 341,486 shares of restricted common stock for a value of $299,133 to reduce debt.
On June 19, 2017, the Company entered into a Purchase Agreement with CannaLife USA, Ltd. (“CannaLife”) where, subject to court approval, CannaLife will purchase the Company and execute a Share Exchange transaction allowing CannaLife to become a wholly-owned subsidiary of the Company. The purchase terms include the issuance of shares of Company stock to the unitholders of CannaLife representing 75% control of the Company and an aggregate sum of $750 cash.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
Not required under Regulation S-K for “smaller reporting companies.”
Item 7.
Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This discussion includes certain forward-looking statements about our business and our expectations, including statements relating to revenues, international revenues, revenue growth rates, gross margin, operating expenses, amortization expense, earnings per share, available cash and operating cash flow. Any such statements are subject to risk that could cause the actual results to vary materially from expectations. For a further discussion of the various risks that may affect our business and expectations, see the section titled “Risk Factors” contained in Item 1A of Part I of this Annual Report on Form 10-K. The risks and uncertainties discussed therein do not reflect the potential future impact of any mergers, acquisitions or dispositions. In addition, any forward-looking statements represent our estimates only as of the day this Annual Report was filed with the SEC and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes a number of forward-looking statements that reflect Management’s current views with respect to future events and financial performance. You can identify these statements by forward-looking words such as “may” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words. Those statements include statements regarding the intent, belief or current expectations of us and members of its management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements.
Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to us could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that its assumptions are based upon reasonable data derived from and known about our business and operations and the business and operations of the Company. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for the Company’s services, fluctuations in pricing for materials, and competition.
Overview
On June 19, 2017, the Company entered into a Purchase Agreement with CannaLife USA, Ltd. (“CannaLife”) where, subject to court approval, CannaLife will purchase the Company and execute a Share Exchange transaction allowing CannaLife to become a wholly-owned subsidiary of the Company. The purchase terms include the issuance of shares of Company stock to the unitholders of CannaLife representing 75% control of the Company and an aggregate sum of $750 cash.
This change of control allows the Company to embark on a new business plan for manufacturing and distribution of hemp products, initially focusing on a line of all-natural energy drinks infused with hemp seed oil, Omega-3s and organic caffeine.
Presently the Company is seeking also out additional acquisition candidates with viable business operations.
Critical Accounting Policies and Estimates
Basis of Presentation
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) which contemplate continuation of the Company as a going concern.
Principles of consolidation
The consolidated financial statements include the accounts of the Company and the Subsidiaries, including the wholly-owned subsidiaries BPSE Texas, NRG Assets, Copano Bay and ApClark, of which we owned 100% of the voting interests prior to April of 2015. All significant inter-company transactions and balances have been eliminated. Subsequent to April of 2015, under the control of our receiver, we essentially abandoned the above referenced subsidiaries and financial position, results of operations and cash flow are those of Black Sands only.
Use of estimates
Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.
Income taxes
The Company accounts for its income taxes in accordance with ASC 740 Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that would otherwise be recorded for income tax benefits primarily relating to operating loss carryforwards as realization cannot be determined to be more likely than not.
The statement establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns and the adoption of the statement had no material impact to the Company’s consolidated financial statements. The Company files tax returns in the US and states in which it has operations and is subject to taxation. Tax years subsequent to 2010 remain open to examination by U.S. federal and state tax jurisdictions.
Net loss per common share
The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.
Discontinued operations
We discontinued exploring and producing oil and natural gas during the fiscal year ended October 31, 2015. All operations prior to that have been presented in the statement of operations and the cash flow statement as net income or loss from discontinued operations. In fact, we have no assets or liabilities related to an operating business as of October 31, 2016 or 2015. All items of income and expense for the periods presented, other than interest expense, related to discontinued operations.
Results of Operations
There were no revenues for either year ended October 31, 2016 or 2015, as result of the cessation of operations. As disclosed in the following tables, all operations were ceased in April of 2015. We entered receivership and experienced a court order discharge of all existing claims and indebtedness during the year ended October 31, 2015. This discharge resulted in a gain from discontinued operations reflected in the following interim period disclosures as approximately $6,100,000 for the three-month period ended July 31, 2015 and is therefore also reflected in year to date presentations for each subsequent interim period in the year ended October 31, 2015.
Other expenses for each period were interest expense previously reflected for the debt carried prior to discharge.
Liquidity and Capital Resources
The Company has no cash or other assets as of October 31, 2016 since operations have ceased after April 2015.
Financial Position
We have no assets nor liabilities as of the date of this filing. All assets and liabilities which existed prior to the cessation of operations were either abandoned or discharged by court order through the receivership process.
We have no cash nor working capital at the end of either fiscal year or interim period presented in this comprehensive Form 10-K. The discontinuance of operations took place after April 30, 2015.
Our preferred and common shares are still outstanding. There were no changes in issued our outstanding preferred or common shares, or the related additional paid in capital, for any of the periods presented in this comprehensive Form 10-K. Our accumulated deficit of $28,782,851 at the end of each fiscal year and interim period presented in this comprehensive Form 10-K offset all paid-in capital accounts resulting in no financial position.
Cash Flows
There were no cash flows from operations for the years ended October 31, 2016 nor 2015. Discontinued operations used $0.00 and $449,688 for the years ended October 31, 2016 and 2015, respectively. Prior to the discontinuance of operations which took place in April of 2015, prior management used cash in investing activities by acquiring oil and gas properties totaling $229,252. There have been no investing activities since we discontinued operations.
Off Balance Sheet Arrangements
Under SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:
-
Any obligation under certain guarantee contracts;
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Any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;
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Any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in stockholder’s equity in our statement of financial position; and
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Any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.
We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.
Inflation
We believe that inflation has not had a material effect on our operations to date.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedules appearing on the F-pages of this annual report on Form 10-K.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Blacksands Petroleum, Inc.
Castle Rock, Colorado
We have audited the accompanying consolidated balance sheets of Blacksands Petroleum, Inc. as of October 31, 2016 and 2015, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Blacksands Petroleum, Inc. as of October 31, 2016 and 2015, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating activities that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ Thayer O’Neal Company, LLC
Thayer O’Neal Company, LLC
Houston, Texas
January 16, 2018
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
The accompanying notes are an integral part of these financial statements
BLACKSANDS PETROLEUM, INC.
Notes to Consolidated Financial Statements
October 31, 2016 and 2015
Note 1. The Company and Summary of Significant Accounting Policies
Description of business and history
We were formerly an oil and natural gas company engaged in the exploration for, and the acquisition, development and production of, oil and natural gas reserves in the U.S. The Company formerly pursued exploration, development and exploitation drilling, complimented with property or corporate acquisitions exhibiting synergy in lands, facilities, production and operating efficiencies. Our operations were conducted through our subsidiaries, including our wholly-owned subsidiaries, Blacksands Petroleum Texas LLC (“BSPE Texas”), NRG Assets Management LLC (“NRG Assets”) and Copano Bay Holdings, LLC (“Copano Bay”) as well as ApClark LLC (“ApClark”) and Access Energy Inc. (“Access,” and collectively, the “Subsidiaries”), of which we own 100% of the voting interests.
We were incorporated under the laws of the State of Nevada on October 12, 2004 as Lam Liang Corp. In June 2006, we changed our name to Blacksands Petroleum, Inc., which was in line with our then new business of oil and gas exploration and development. On July 7, 2017 we converted from a non-Delaware Corporation to a Delaware Corporation pursuant to Section 265 of the Delaware Corporation Law.
Access was formed under the laws of Ontario, Canada on August 26, 2005, BSPE Texas was formed under the laws of Texas on November 9, 2009, NRG Assets was formed under the laws of Texas in October 29, 2009, ApClark was formed under the laws of Delaware on July 18, 2012 and Copano Bay was formed under the laws of Nevada on December 14, 2010.
Shortly after April 30, 2015 we ceased operations as we were in default on certain creditor obligations. The Company was put into receivership and was sold for $750 to satisfy outstanding judgment creditor claims.
Basis of Presentation
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) which contemplate continuation of the Company as a going concern.
Principles of consolidation
The consolidated financial statements include the accounts of the Company and the Subsidiaries, including the wholly-owned subsidiaries BPSE Texas, NRG Assets, Copano Bay and ApClark, of which we owned 100% of the voting interests prior to April of 2015. All significant inter-company transactions and balances have been eliminated. Subsequent to April of 2015, under the control of our receiver, we essentially abandoned the above referenced subsidiaries and financial position, results of operations and cash flow are those of Black Sands only.
Use of estimates
Management uses estimates and assumptions in preparing financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.
Income taxes
The Company accounts for its income taxes in accordance with ASC 740 Income Taxes, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is provided for the amount of deferred tax assets that would otherwise be recorded for income tax benefits primarily relating to operating loss carryforwards as realization cannot be determined to be more likely than not.
BLACKSANDS PETROLEUM, INC.
Notes to Consolidated Financial Statements
October 31, 2016 and 2015
The statement establishes a more-likely-than-not threshold for recognizing the benefits of tax return positions in the financial statements. Also, the statement implements a process for measuring those tax positions which meet the recognition threshold of being ultimately sustained upon examination by the taxing authorities. There are no uncertain tax positions taken by the Company on its tax returns and the adoption of the statement had no material impact to the Company’s consolidated financial statements. The Company files tax returns in the US and states in which it has operations and is subject to taxation. Tax years subsequent to 2010 remain open to examination by U.S. federal and state tax jurisdictions.
Net loss per common share
The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of the Earnings per Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.
Discontinued operations
We discontinued exploring and producing oil and natural gas during the fiscal year ended October 31, 2015. All operations prior to that have been presented in the statement of operations and the cash flow statement as net income or loss from discontinued operations. In fact, we have no assets or liabilities related to an operating business as of October 31, 2016 or 2015. All items of income and expense for the periods presented, other than interest expense, related to discontinued operations.
Note 2. Going Concern
As shown in the accompanying consolidated financial statements, the Company has incurred an accumulated deficit of $28,782,851 through October 31, 2016. In addition, the Company has no cash or cash equivalents as of October 31, 2016. The Company’s plan is to raise additional capital in order to seek a viable business to acquire. However, the Company cannot assure that it will accomplish this task and there are many factors that may prevent the Company from reaching its goal of profitability.
Note 3. Stockholders’ Equity
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred stock at a par value of $.001.
Series A Preferred Stock
In October 2010, the Board of Directors (“Board”) designated 310,000 shares of the Company’s preferred stock as Series A Convertible Preferred Stock (“Series A Preferred”). The Series A Preferred are convertible into shares of common stock at a conversion price of $3.75. The shares are entitled to dividends at a rate of 8% of the stated value per share per annum. The dividends are payable annually on December 31 in cash or additional shares of the Series A Preferred, at the option of the Company. The Series A Preferred and any accrued and unpaid dividends mandatorily convert into common shares on October 29, 2013. The outstanding Series A Preferred and accumulated unpaid dividends were converted into 826,667 shares of the Company’s common stock on October 29, 2013.
On October 29, 2010, the Company and Talras Overseas S.A. (“Talras”) entered into an exchange agreement, whereby $2,500,000 in notes payable were exchanged for 250,000 shares of the Company’s Series A convertible preferred stock and warrants to purchase 333,333 shares of the Company’s common stock. The warrants were exercisable at an exercise price of $6 per share through October 29, 2013. The preferred shares and accumulated dividends were converted into 826,667 shares of common stock on October 29, 2013. The warrants expired unexercised.
Series B Preferred Stock
On May 30, 2014, the Board of the Company approved the filing of a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designation”), which was filed with and accepted by the Secretary of State of Nevada on June 6, 2014. Pursuant to the Certificate of Designation, the Company established a new series of 2,217,281 shares of the Series B Convertible Preferred Stock (“Series B Preferred Stock”).
BLACKSANDS PETROLEUM, INC.
Notes to Consolidated Financial Statements
October 31, 2016 and 2015
Each share of Series B Preferred Stock has a stated value of $1.00 (“Stated Value”) and accrues a dividend of 3% of the Stated Value per annum, which is payable in additional shares of Series B Preferred Stock annually on December 31, in arrears. Each share of Series B Preferred Stock may be converted at any time on or prior to May 30, 2017 into such number of shares of the Company’s common stock equal to the Stated Value divided by $1.00 per share. The Company has the right, at any time after May 30, 2017, to redeem the Series B Preferred Stock at a price of $1.00 per share. In June 2014, the Company issued 500,000 shares of the Series B Preferred Stock in exchange for $500,000 pursuant to a subscription agreement with Pacific LNG (see note 3). At October 31, 2014, there were 500,000 shares of the Series B Preferred Stock outstanding. A deemed dividend totaling $450,000 was recorded in connection with the beneficial conversion feature associated with the conversion features of the Series B Preferred Shares.
Series C Preferred Stock
On October 15, 2014, the Board the Company approved the filing of a Certificate of Designation of Preferences, Rights and Privileges of Series C Convertible Preferred Stock (“Certificate of Designation”), which was filed with and accepted by the Secretary of State of the State of Nevada on October 16, 2014. Pursuant to the Certificate of Designation, the Company established a new series of 1,750,000 shares of the Series C Convertible Preferred Stock (“Series C Preferred Stock”).
Each share of Series C Preferred Stock has a stated value of $1.00 (“Stated Value”) and accrues a dividend of 3% of the Stated Value per annum, which is payable in additional shares of Series C Preferred Stock annually on December 31, in arrears, and beginning on December 31, 2014. Each share of Series C Preferred Stock may be converted at any time on or before June 30, 2017, into such number of shares of the Company’s common stock equal to the Stated Value divided by $1.00 per share. The Company has the right, at any time after June 30, 2017, to redeem the shares of Series C Preferred Stock, either in whole or in part, at the price of $1.00 per share. There are no voting rights underlying the Series C Preferred Stock. In October 2014, the Company issued 1,000,000 shares of the Series C Preferred Stock in exchange for $1,000,000. At October 31, 2016, October 31, 2015 and October 31, 2014 respectively, there were 1,000,000 shares of Series C Preferred Stock outstanding. A deemed dividend totaling $390,000 was recorded in connection with the beneficial conversion feature associated with the conversion features of the Series C Preferred Shares.
Issuances of Common Stock
During the year ended October 31, 2015, the Company issued a total of 341,486 shares of restricted common stock for a value of $299,133 which was used to reduce notes payable.
Stock Options
All stock options in 2015 were cancelled once the Company ceased operations.
Note 4. Income taxes
The reconciliation between the expected income tax benefit, computed using the statutory federal rate of 34%, and the actual income tax benefit for the years ended October 31, 2016 and 2015, is as follows:
BLACKSANDS PETROLEUM, INC.
Notes to Consolidated Financial Statements
October 31, 2016 and 2015
The composition of deferred tax assets/liability is as follows:
The valuation allowance increased by $1,035,768 during the year ended October 2014 and did not change for the years ended October 31, 2016 and 2015. The Company established a valuation allowance to fully offset the net deferred income tax assets due to the uncertainty of the Company’s ability to generate future taxable income necessary to realize these net deferred income tax assets, considering the Company’s history of significant operating losses. In addition, future utilization of the available net operating loss carryforwards may be limited under Internal Revenue Code Section 382 as a result of any future changes in ownership.
For federal income tax purposes, the Company has net operating losses of approximately $13,136,558 at October 31, 2016. These losses expire as follows:
Note 5. Subsequent Events
On June 19, 2017, the Company entered into a Purchase Agreement with CannaLife USA, Ltd. (“CannaLife”) where, subject to court approval, CannaLife will purchase the Company and execute a Share Exchange transaction allowing CannaLife to become a wholly-owned subsidiary of the Company. The purchase terms include the issuance of shares of Company stock to the unitholders of CannaLife representing 75% control of the Company and an aggregate sum of $750 cash.
This change of control allows the Company to embark on a new business plan for manufacturing and distribution of hemp products, initially focusing on a line of all-natural energy drinks infused with hemp seed oil, Omega-3s and organic caffeine.
BLACKSANDS PETROLEUM, INC.
Notes to Consolidated Financial Statements
October 31, 2016 and 2015
Note 6. Interim Period Disclosures
The unaudited consolidated balance sheets for the interim periods in the year ended October 31, 2017, as presented below:
BLACKSANDS PETROLEUM, INC.
Notes to Consolidated Financial Statements
October 31, 2016 and 2015
The unaudited consolidated balance sheets for the interim periods in the fiscal year ended October 31, 2016, is presented below:
BLACKSANDS PETROLEUM, INC.
Notes to Consolidated Financial Statements
October 31, 2016 and 2015
The unaudited consolidated balance sheet as of July 31, 2015, is presented below:
Unaudited consolidated results of operations for the nine-month periods ended July 31, 2017, 2016 and 2015, are as follows:
BLACKSANDS PETROLEUM, INC.
Notes to Consolidated Financial Statements
October 31, 2016 and 2015
Unaudited consolidated results of operations for the three-month periods ended July 31, 2017, 2016 and 2015, are as follows:
Unaudited consolidated results of operations for the three and six-month periods ended April 30, 2017 and 2016, are as follows:
BLACKSANDS PETROLEUM, INC.
Notes to Consolidated Financial Statements
October 31, 2016 and 2015
Unaudited consolidated results of operations for the three-month periods ended January 31, 2017 and 2016 , are as follows:
Unaudited consolidated cash flows for the nine-month periods ended July 31, 2017, 2016 and 2015, are as follows:
BLACKSANDS PETROLEUM, INC.
Notes to Consolidated Financial Statements
October 31, 2016 and 2015
Unaudited consolidated cash flows for the six-month periods ended April 30, 2017 and 2016 , are as follows:
Unaudited consolidated cash flows for the three-month periods ended January 31, 2017 and 2016, are as follows:
ITEM 9
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
None.
ITEM 9A
ITEM 9A - CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including the Chief Executive Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer has concluded that, as of October 31, 2016 and 2015, these disclosure controls and procedures were not effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There have been substantial changes in internal control over financial reporting that occurred during the period being reported on in that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting. Because we do not have an operating business, we in general have no internal control over financial reporting.
Operating systems will be put in place as capital is raised to allow us to acquire an operating business.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Principal Executive Officer and Principal Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce this risk.
Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.
Based on our evaluation under the frameworks described above, our management has concluded that our internal control over financial reporting was not effective as of October 31, 2016 and 2015.
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 requirements 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.
ITEM 9B
ITEM 9B - OTHER INFORMATION
None.
PART III
ITEM 10
ITEM 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The names of our directors and executive officers and their ages, titles, and biographies as of October 31, 2015 are set forth below:
Directors are elected annually and hold office until the next annual meeting of the stockholders of the Company and until their successors are elected. Officers are elected annually and serve at the discretion of the Board of Directors. There is no family relationship between any of our executive officers or directors.
Rhonda Rosen has been our Interim President since December 30, 2013. Between October and December 2013, Ms. Rosen has served as a consultant to the board of directors of the Company. She also serves as part time Chief Financial Officer of RenovaCare, Inc. Between June and September 2013, Ms. Rosen served as the interim President and Chief Executive Officer of RenovaCare, Inc. from May 2012 through March 2013, Ms. Rosen served as the Chief Financial Officer of Armada Oil, Inc. from August 2010 through February 2012, Ms. Rosen was the Treasurer, Chief Financial Officer and Chief Administrative Officer of Tonix Pharmaceuticals Holding Corp. and its wholly owned subsidiaries. Ms. Rosen has also been a partner at Tatum since March 2010, where she provides executive level financial consulting services. Between July 2007 and February 2010, Ms. Rosen served as the Treasurer and Chief Financial Officer of Validus Pharmaceuticals LLC and its predecessor companies. Between November 2006 and July 2007, Ms. Rosen was the Senior Vice President of Wood Creek Capital Management, the founding sponsor of Validus Pharmaceuticals LLC. Previously, Ms. Rosen was the Director of Sales at Liability Solutions Inc. (2004 to 2005); Managing Director of Insurance and Alternative Asset Management Investment Banking at Putnam Lovell NBF (1999 to 2003); and Managing Director of Insurance Investment Banking at CIBC World Markets (formerly Oppenheimer & Co.) (1992-1999). Ms. Rosen earned her MBA in Finance & Accounting and her BS in Economics from The Wharton School of Business and her MS in Taxation from the Fox School of Business. Ms. Rosen started her career with PricewaterhouseCoopers LLP and is a Certified Public Accountant in the State of Pennsylvania.
Rick Wilson has been a Director since February 2007. Since April 2010, Mr. Wilson has been the President of Lions Bay Capital, Inc., a Toronto Venture Exchange listed company. Since December 2011, Mr. Wilson has been the President and a Director of Baroyeca Gold and Silver Inc., a Toronto Venture Exchange listed company. Since 2006, Mr. Wilson has been the President of Regent Ventures Ltd., a company engaged in the acquisition, exploration and development of mineral resource properties. Prior to serving as its President, Mr. Wilson was a director of Regent Ventures from 1993 to 2006. Mr. Wilson also served as the President of Emerson Explorations/GBS Gold International Inc. from 1998 to 2006. Mr. Wilson was selected to serve as a director due to his deep familiarity with our business, his extensive entrepreneurial background and his substantial financial and accounting experience.
Harold Hodgson has been a Director since June 2014. Mr. Hodgson was a financial advisor at Haywood Securities Inc. for over 30 years until May 2014. Mr. Hodgson has been the President and a Director of Langley International Speedway since 2003. Mr. Hodgson has also been a Director and Secretary of 4224973 Canada Inc., a closely held real estate company, since February 2013. Mr. Hodgson was a registered investment advisor in Canada until his retirement from Haywood Securities Inc. in May 2014. Mr. Hodgson was elected as the board representative for the holders of the Series B Preferred Stock. Mr. Hodgson was selected to serve as a director due to his familiarity with the Company’s business and the oil and gas industry.
The names of our directors and executive officers and their ages, titles, and biographies as of October 31, 2016 are set forth below:
There were no named directors and executive officers as of 10/31/2016 due to abandonment of the Company in that they failed to pay state fees, hold annual meetings or maintain an office and/or telephone number since 2015. As a result, the company was put into receivership.
The names of our directors and executive officers and their ages, titles, and biographies as of October 31, 2017 are set forth below:
S. Mark Spoone spent over 12 years in sales and operational leadership roles in the Fortune 1000 marketplace which became a great foundation for a number of entrepreneurial endeavors that followed. Mr. Spoone’s corporate experience included leadership roles in marketing, sales, large account management and channels/alliances.
Through roles with Oracle, Siebel Systems, Cambridge Technology Partners and others, Mr. Spoone managed 7 figure P&Ls, created company wide sales and channel management systems, and drove enterprise wide technology solutions with companies like Chrysler, Amex, Bank of America and others.
In addition to his corporate roles, Mr. Spoone also spent 22 years creating a personal real estate investment portfolio in commercial and multi family properties. He created a portfolio of multiple commercial properties, 800+ residential units and over 370,000 of commercial space.
Mr. Spoone’s more recent endeavors have focused on creating and growing consumer product based ventures with a social conscience. Mr. Spoone created Green Office Now that was focused on recapturing used ink and toner cartridges from various state municipalities and remanufacturing them in state prisons to create manufacturing skills for inmates and reduce landfill waste. His most recent venture was the creation of CannaLife USA, Ltd as the first American hemp beverage company.
Family Relationships
None.
Board Independence
We are not required to have any independent members of the Board of Directors. The board of directors has determined that Mark Spoone is an independent director as defined in the Marketplace Rules of The NASDAQ Stock Market.
Involvement in Certain Legal Proceedings
Our Director and Executive Officer has not been involved in any of the following events during the past ten years:
1.
any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
being subject to 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 his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;
4.
being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.
being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.
being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and holders of more than 10% of our common stock to file with the SEC reports regarding their ownership and changes in ownership of our securities.
During fiscal 2016, and 2015, we believe that our directors and executive officers complied with all Section 16(a) filing requirements. With respect to Silver Bullet, a holder of more than 10% of our common stock, Silver Bullet did not timely file an Initial Statement of Beneficial Ownership on Form 3 and a Statement of Changes in Beneficial Ownership on Form 4 regarding a transaction that should have been reported during fiscal 2016 and 2015. The Company has informed Silver Bullet about the obligation to file the forms.
Code of Business Conduct and Ethics/Business Conduct Policy
We adopted a Code of Business Conduct and Ethics in October 2007 that applies to all of our directors, officers, employees and consultants. The Code of Business Conduct and Ethics summarizes the legal, ethical and regulatory standards that we must follow and serves as a reminder to our directors, officers, employees, and contractors, of the seriousness of that commitment. Compliance with this code and high standards of business conduct is mandatory for each of our contractors.
Whistleblower Policy
As a public company, the integrity, transparency and accountability of the financial, administrative and management practices of the Company are critical. Accordingly, in October 2008, we adopted a Whistleblower Policy.
ITEM 11
ITEM 11 - EXECUTIVE COMPENSATION
Summary Compensation Table
The following table provides certain summary information concerning compensation awarded to, earned by or paid to our Chief Executive Officer and the highest paid executive officer and one other highest paid individual whose total annual salary and bonus exceeded $100,000 for fiscal years 2016 and 2015. In accordance with the rules of the SEC, this table omits columns that are not relevant.
Mark Spoone No compensation received
ITEM 12
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Other than as disclosed below, during the last two fiscal years, there have been no transactions, or proposed transactions, which have materially affected or will materially affect us in which any director, executive officer or beneficial holder of more than 5% of the outstanding common, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest. We have no policy regarding entering into transactions with affiliated parties.
On October 23, 2013, the Company issued 500,000 shares of common stock at a purchase price of $2.00 per share (the “Per Share Purchase Price”) to Silver Bullet pursuant to a common stock purchase agreement (the “Common Stock Purchase Agreement.”). The Common Stock Purchase
Agreement contains an anti-dilution provision whereby the Company would be required to issue to Silver Bullet additional stock in the event the Company sold or granted equity or debt securities below the Per Share Purchase Price at any time until October 24, 2014. As a result of the issuance of the Debenture and Series B Preferred Stock on June 6, 2014, an additional 500,000 shares were issuable to Silver Bullet.
Subsequently on June 6, 2014, the Company entered into a subscription agreement with Pacific LNG whereby the Company issued a Debenture and Series B Preferred Stock at a purchase price of $1.00 per share. As a result of the transaction with Pacific LNG, the Company issued 500,000 shares of common stock to Silver Bullet pursuant to the aforementioned anti-dilution provision. Accordingly, as of June 6, 2014, Silver Bullet beneficially owned more than 5% of the Company’s outstanding common stock.
On August 26, 2014, the Company entered into a Exchange Agreement with Silver Bullet, which amended an aggregate amount of $3,220,000 of promissory notes held by Silver Bullet dated November 19, 2010, September 27, 2011, November 1, 2011, December 1, 2011, June 12, 2012 and August 28, 2013 such that (i) all interest accruing after June 30, 2014 shall be exchanged for shares of common stock on a quarterly basis in arrears and (ii) the maturity date of each of the promissory notes was extended to December 31, 2015. Pursuant to the Exchange Agreement, the Company issued 1,052,407 shares of common stock to Silver Bullet on September 2, 2014 in exchange for all accrued and unpaid interest on the promissory notes through June 30, 2014. Subsequently on December 18, 2014, we issued Silver Bullet an aggregate of 94,758 shares of common stock with 20,183 shares of common stock at a cost base of $1.62 per share and 74,575 shares of common stock at a cost base of $1.31 per share in exchange for interest due on the notes for the quarters ended July 31, 2014 and October 31, 2014 pursuant to the Exchange Agreement.
On October 16, 2014, the Company entered into a subscription agreement with Silver Bullet whereby the Company issued to Silver Bullet 1,000,000 shares of Series C Preferred Stock at a purchase price of $1.00 per share
ITEM 14
ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees. The aggregate fees billed by our independent auditors, for professional services rendered for the audit of our annual financial statements for the years ended October 31, 2016 and 2015, and for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q during the fiscal years were approximately $nil and $nil, respectively.
Audit Related Fees. We incurred fees to our independent auditors of $nil for audit related fees during the fiscal years ended October 31, 2016 and 2015.
Tax and Other Fees. We did not incur fees to our independent auditors for tax and fees during the fiscal years ended October 31, 2016 and 2015.
The Board of Directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence.
PART IV
ITEM 15
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits:
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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.
Dated: January 17, 2018 By: /s/ Mark Spoone
Director