Item 1. Description Of Business
General Overview
We were incorporated on June 9, 2008, in the State of Nevada. We are a natural resource exploration company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource assets. We filed a Form S-1 with the U.S. Securities and Exchange Commission, which became effective on September 24, 2008. Between September 29, 2008 and October 9, 2008, we sold 6,600,000 shares of common stock at $0.01 per share for cash, for a total of $66,000. We have begun our business operations by acquiring the right to earn a 50% working interest in an Alberta, Canada petroleum and natural gas lease. Our planned work program is to carry out exploration work on this lease in order to ascertain whether it possesses hydrocarbon reserves in commercial quantities. We have budgeted a total of up to $45,000 from funds raised under our stock offering for lease costs and oil and gas exploration. We plan to use the funds raised to undertake work on the leases in an attempt to definitively delineate the aerial extent of the anomalies so that we can make an information determination of the exploration process going forward to ascertain whether the lease possesses hydrocarbon reserves in commercial quantities. There can be no assurance that our lease contains a commercially viable hydrocarbon reserve until appropriate exploratory work is completed and an evaluation based on that work concludes further work programs are justified. We have been advised by our potential operator, Unitech, that the expected production rates from our prospect are not economic at current natural gas prices and that we should postpone any activities until such time as the natural gas prices rise to a level that would make the expected production rates economic. Should this non-economic scenario continue, we may expend funds we have raised for exploration on general corporate purposes and may not have sufficient funds to pursue our planned exploration activities without raising other funds from the issuance of debt and/or equity. The can be no assurance that we will be able to raise additional funds.
Should we determine not to undertake further work on the lease we will seek other exploration and development prospects in the Province of Alberta, Canada or other business opportunities that may be outside of our current plan of operations.
We are an exploration stage company. We currently have no revenue and no significant assets except that relating to the Lease Agreement as set forth below. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since becoming incorporated, we have not made any significant purchase or sale of assets, except for the acquisition of the right to earn a 50% working interest in an oil and gas prospect nor have we been involved in any mergers, acquisitions or consolidations.
During the year ended June 30, 2009, worldwide financial markets experienced severe turmoil. Many stock markets suffered significant declines in values, unemployment increased in many places, and reported corporate profits declined. In addition, world oil and gas prices declined dramatically, and energy consumption declined as well. As a result of this financial upheaval, which was widely chronicled, governments around the world took extreme measures in an attempt to stabilize markets. At this time, it is unclear whether the measures will be successful, or how long the financial downturn will continue. Therefore, our ability to raise additional capital has been diminished. While we are optimistic that conditions will improve in the near term, there can be no assurance that will occur.
We have elected to delay our planned exploration in anticipation of lower costs and lower commodity prices. We continue to seek acquisitions of oil and gas properties where management believes further exploitation and development opportunities exist. We plan to pursue both oil and natural gas prospects. In selecting exploration, exploitation and development prospects, our management will choose those that offer an appropriate combination of risk and economic reward, recognizing that all drilling involves substantial risk and that a high degree of competition exists for prospects. We do not intend to purchase other oil and gas companies, but rather identify oil and gas projects that other companies have made available on the open market. No assurance can be given that drilling will prove successful in establishing commercially recoverable reserves.
We currently hold, as our sole asset, the right to earn a 50% working interest in an Alberta, Canada Petroleum and Natural Gas Lease Number 050606526, (the “Lease”) which Lease comprises approximately 640 acres of land with petroleum and natural gas exploitation rights from the surface to the base of the Viking formation, which base is approximately 5000 feet below the surface of the Lease. Unless hydrocarbon is produced from the Lease on or before June 14, 2011, the Lease may expire, in which case we would have no further claim on the Lease. The Lease is located in central Alberta, Canada, at section 14, Township 58, Range 13, W5 which is approximately 130 miles northwest of Edmonton, Alberta in the area known as “Goodwin”. We agreed to pay a non-affiliated Canadian public company (the (“Farmor”) $15,000 toward our 50% working interest in the Lease. Prior to our stock offering we paid $5,000 toward this cost. We paid the remaining $10,000 on October 27, 2008 from the proceeds of our offering. In order to earn our 50% working interest we must also expend a total of $30,000 in exploration costs on or before June 14, 2010. In the event that our planned work program indicates that a drilling or re-completion is warranted, it is anticipated that the Farmor will be the operator. The Farmor purchased a 100% working interest in the Lease at an Alberta Government auction on June 14, 2006 for the sum of Cdn$30,494.00. The Lease is for 5 years and expires on June 14, 2011 unless continued by the production of hydrocarbons, in which case the Lease will be continued until the Lease is abandoned. Our valuation of the Lease and our decision to proceed further toward exploitation was based on information in the public domain. We acquired our right to earn our 50% working interest from the Farmor, through arms-length negotiation, on June 10, 2008. There is an abandoned wellbore on the Lease which wellbore was abandoned on November 19, 1985 and which was drilled by a company unaffiliated with either our Company or the Farmor. That company drilled and abandoned the well and the exploitation rights subsequently reverted back to the Alberta government. The well logs that were run on the well indicate multiple anomalies that may indicate the presence of hydrocarbon in what is known as the Belly River formation. There were also Drill Stem Tests performed on one Belly River anomaly at approx. 2050 feet drill depth that produced at a rate of approximately 127,000 cubic feet per day of natural gas. A Drill Stem Test isolates a specific downhole interval in order to determine what, if anything, can be recovered or produced from that specific downhole depth interval. The Farmor has performed initial geological analysis to try to determine the aerial extent of the anomalies but the results have been inconclusive. We plan to do additional work to more definitively delineate the aerial extent of the anomalies so that we can make a more informed determination of the exploration process going forward. No commercially viable reserves may exist on our Lease. Our plan of operations is to carry out exploration work on this Lease in order to ascertain whether it possesses hydrocarbon reserves in commercial quantities. We can provide no assurance to investors that our Lease contains a commercially viable hydrocarbon reserve until appropriate exploratory work is done and an evaluation based on that work concludes further work programs are justified. As of the date of this Prospectus, we are not in possession of any more recent data on the Lease. Further, we are not in possession of sufficient data to provide reliable estimates on the quantity, if any, of the potential hydrocarbon reserves which may exist on the Lease. At the time of this Prospectus, we have no known reserves on our Lease.
Item 1A.
Item 1A. Risk Factors
The Company is a smaller reporting company and is not required to provide this information.
Item 2.
Item 2. Properties.
We currently hold, as our sole asset, the right to earn a 50% working interest in an Alberta, Canada Petroleum and Natural Gas Lease Number 050606526, (the “Lease”) which Lease comprises approximately 640 acres of land with petroleum and natural gas exploitation rights from the surface to the base of the Viking formation, which base is approximately 5000 feet below the surface of the Lease. Unless hydrocarbon is produced from the Lease on or before June 14, 2011, the Lease may expire, in which case we would have no further claim on the Lease. The Lease is located in central Alberta, Canada, at section 14, Township 58, Range 13, W5 which is approximately 130 miles northwest of Edmonton, Alberta in the area known as “Goodwin”. We agreed to pay a non-affiliated Canadian public company (the (“Farmor”) $15,000 toward our 50% working interest in the Lease. Prior to our stock offering we paid $5,000 toward this cost. We paid the remaining $10,000 on October 27, 2008 from the proceeds of our offering. In order to earn our 50% working interest we must also expend a total of $30,000 in exploration costs on or before June 14, 2010. In the event that our planned work program indicates that a drilling or re-completion is warranted, it is anticipated that the Farmor will be the operator. The Farmor purchased a 100% working interest in the Lease at an Alberta Government auction on June 14, 2006 for the sum of Cdn$30,494.00. The Lease is for 5 years and expires on June 14, 2011 unless continued by the production of hydrocarbons, in which case the Lease will be continued until the Lease is abandoned.
Our valuation of the Lease and our decision to proceed further toward exploitation was based on information in the public domain. We acquired our right to earn our 50% working interest from the Farmor, through arms-length negotiation, on June 10, 2008. There is an abandoned wellbore on the Lease which wellbore was abandoned on November 19, 1985 and which was drilled by a company unaffiliated witheither our Company or the Farmor. That company drilled and abandoned the well and the exploitation rights subsequently reverted back to the Alberta government. The well logs that were run on the well indicate multiple anomalies that may indicate the presence of hydrocarbon in what is known as the Belly River formation. There were also Drill Stem Tests performed on one Belly River anomaly at approx. 2050 feet drill depth that produced at a rate of approximately 127,000 cubic feet per day of natural gas. A Drill Stem Test isolates a specific downhole interval in order to determine what, if anything, can be recovered or produced from that specific downhole depth interval. The Farmor has performed initial geological analysis to try to determine the aerial extent of the anomalies but the results have been inconclusive. We plan to do additional work to more definitively delineate the aerial extent of the anomalies so that we can make a more informed determination of the exploration process going forward. No commercially viable reserves may exist on our Lease. Our plan of operations is to carry out exploration work on this Lease in order to ascertain whether it possesses hydrocarbon reserves in commercial quantities. We can provide no assurance to investors that our Lease contains a commercially viable hydrocarbon reserve until appropriate exploratory work is done and an evaluation based on that work concludes further work programs are justified. As of the date of this Prospectus, we are not in possession of any more recent data on the Lease. Further, we are not in possession of sufficient data to provide reliable estimates on the quantity, if any, of the potential hydrocarbon reserves which may exist on the Lease. At the time of this Prospectus, we have no known reserves on our Lease.
Reserves Reported to Other Agencies
We have only recently been incorporated and begun operations, there have been no reserves reported to other agencies since our inception.
Production
We have no production data since our incorporation.
Productive Wells and Acreage
We are in the early stages of development, and thus, do not have any productive wells and/or acreage.
Undeveloped Acreage
Goodwin Lease Section 14, Township 58, Range 13, W5
·
The Goodwin area is located approximately 130 miles northwest of Edmonton, Alberta, Canada. The Canada Petroleum and Natural Gas Lease Number 050606526, comprises approximately 640 acres of land with petroleum and natural gas exploitation rights from the surface to the base of the Viking formation, which base is approximately 5000 feet below the surface of the Lease. Unless hydrocarbon is produced from the Lease on or before June 14, 2011, the Lease may expire, in which case we would have no further claim on the Lease.
·
There is an existing abandoned wellbore on the lease which was abandoned on November 19, 1985. The well logs that were run on the well indicate multiple anomalies that may indicate the presence of hydrocarbon in what is known as the Belly River formation. There were also Drill Stem Tests performed on one Belly River anomaly at approx. 2050 feet drill depth that produced at a rate of approximately 127,000 cubic feet per day of natural gas.
·
The Farmor purchased a 100% working interest in the Lease at an Alberta Government auction on June 14, 2006 for the sum of Cdn$30,494.00. The Lease is for 5 years and expires on June 14, 2011 unless continued by the production of hydrocarbons, in which case the Lease will be continued until the Lease is abandoned. We acquired our right to earn a 50% working interest from the Farmor, through negotiation, on June 10, 2008. We paid $15,000, and we must also expend a further $30,000 on exploration related expenses on or before June 14, 2010 to earn our 50% working interest. The Farmor has performed initial geological analysis to try to determine the aerial extent of the anomalies but the results have been inconclusive.
·
We plan to do additional work to more definitively delineate the aerial extent of the anomalies so that we can make a more informed determination of the exploration process going forward. No commercially viable reserves may exist on our Lease.
Drilling Activity
We have not undertaken any drilling activity on our existing lease and we do not intend to do so until such time as we have completed an evaluation of the anomalies to determine if drilling is merited.
Present Activites
On June 10, 2008, we executed a farm-out agreement with a non-affiliated company in the Goodwin area Section 14, Township 58, Range 13, W5 to earn a 50% working interest. A copy of the farm-in agreement was appended as an exhibit to our registration statement. We must utilize funds raised from our offering in order to undertake further work on the lease which is intended to be an evaluation of the aerial extent of the anomalies to make a determination as to the merits of further exploration on the leases. Should we determine to proceed with further exploration on the leases, we expect that Unitech will be the operator as the Company does not currently have an operator’s license and believes that it would be cost effective to appoint an outside operator. The Company will be required to contribute 100% of the exploration and/or drilling costs. We cannot at this time estimate the costs that may be required, however, we intend to use up to $30,000 from our proceeds of the offering towards payment of, and evaluation of, the leases. We have been advised by our potential operator, Unitech, that the expected production rates from our prospect are not economic at current natural gas prices and that we should postpone any activities until such time as the natural gas prices rist to a level that would make the expected production rates economic.
Summary of Program
We have the right to acquire a 50% working interest in an oil and gas lease in the Goodwin area. The operator has farmed out to us 50% of its 100% interest in the leases in return for $15,000 and an expenditure commitment of a further $30,000. We will undertake further evaluation of the leases in order to determine if we should commence drilling or reentry of the existing well bore. We intend to allocate $40,000 towards the remaining payment for the Lease and the evaluation of, the Lease from the proceeds of this Offering.
It is not know at this time whether we will undertake further exploration activities on this prospect and we will not have any determination until our evaluation is completed.
Should we determine to proceed with further exploration the lease is accessible by all weather roads and pipeline exist within two miles of the Lease.
Item 3.
Item 3. Legal Proceedings.
The Company is not a party to any legal proceedings and is not aware of any pending legal proceedings as of the date of this Form 10-K.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to the Company’s security holders for a vote during the fourth quarter of its fiscal year ending June 30, 2009.
PART II
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market for Common Equity and Related Stockholder Matters
(a) Market Information
The Company's common stock is quoted on the Over-the-Counter Bulletin Board (OTC/BB) under the symbol “OCTX”. The Company received approval for quotation on July 27, 2009. There were no bids or offers and there was no trading on the Company’s stock for the fiscal year ending June 30, 2009.
(b) Holders
As of September 22, 2009, there were sixty-five (65) holders of record of our common stock.
(c) Dividend Policy
We have never declared or paid dividends on our common stock. We intend to retain earnings, if any, to support the development of our business and therefore do not anticipate paying cash dividends for the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including current financial condition, operating results and current and anticipated cash needs.
(d) Securities authorized for issuance under equity compensation plans
The Company has not authorized any securities for issuance under any equity compensation plans.
Recent Sales Of Unregistered Securities;
There are no unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in a Registration Statement filed on Form S-1, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Use of Proceeds from First Registration Statement
On September 24, 2008 our Registration Statement on Form S-1 under Commission file number 333-153546 was declared effective, enabling us to offer up to 10,000,000 shares of common stock of our company at a price of $0.01 per share. On December 1, 2008 we filed a post effective amendment to our Form S-1 to deregister a total of 3,400,000 shares and we accepted subscriptions for a total of 6,600,000 common shares from various investors for cash proceeds of $66,000. No commissions were paid on the issuance.
Following is the use of proceeds for actual expenses incurred for our account from September 24, 2008 to June 30, 2009 in connection with the issuance and distribution of the securities:
Following is a table detailing the use of net offering proceeds from the offering of the securities. Net offering proceeds were $51,850 (consisting of $66,000 gross proceeds, less $14,150 from the table above).
The proceeds from our offering are to be used to fund our operations as described in the S-1 offering document incorporated for reference herein.
Item 6.
Item 6. Selected Financial Data.
The Company is a smaller reporting company and is not required to provide this information.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
This current report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date that they were made. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.
In this report unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares of our capital stock.
The management’s discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
Liquidity:
At June 30, 2009, we had total assets of $48,130, compared to $25,060 at June 30, 2008. The increase consisted of an increase of approximately $28,000 in cash, being the remaining proceeds from the sale of common stock, and the decrease of $5,000 in prepaid expenses. Liabilities at June 30, 2009 were $2,972, compared to $10,927 at June 30, 2008. The decline was represented primarily in the payment of an obligation under the farm-in agreement described elsewhere.
At our current level of exploration stage activities, we believe we have sufficient cash reserves ($33,130) to finance our activities for the next fiscal year. However, as noted above, we are obligated to expend an additional $30,000 in exploration costs on or before June 14, 2010 in order to earn our working interest. There can be no assurance that this will occur. In the event our cash is depleted, we will be dependent on our majority shareholder to finance operations through additional stock purchases or loans, or through the raising of additional capital by the sale of stock.
Capital resources:
Net stockholders’ equity was $45,158 at June 30, 2009, compared to $14,133 at June 30, 2008. The increase was the result of the sale of common stock, as diminished by operating losses.
Results of operations:
During the year ended June 30, 2009, we incurred a loss of $30,475, compared to a loss of $927 for the period from inception, June 9, 2008 through June 30, 2008. For the 2008 period, the loss consisted entirely of organization expenses. For the year ended June 30, 2009, Professional fees of $19,830 were incurred, consisting of legal and accounting fees of $12,605, and other professional fees of $7,225. These fees were incurred primarily in connection with our filing of an application to have our shares quoted on the OTCBB, and to filing of annual and quarterly reports. In addition, management fees of $10,500 were recorded as a non-cash expense, representing the value of services contributed by management without compensation. We expect to continue to incur operating losses while we are in the exploration stage.
We had no revenues for either year.
Off balance sheet obligations:
None.
Tabular Disclosure of Contractual Obligations
(1) This amount represents our obligation to expend funds under our working interest agreement described in Items 1 and 2 of this document.
Critical Accounting Policies
We have identified certain accounting policies, described below, that are the most important to the portrayal of our current financial condition and results of operations.
Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents - For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.
Fair value of financial instruments and derivative financial instruments - The carrying amounts of cash, receivables, and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks.
Oil and gas properties - We use the successful efforts method of accounting for oil and gas properties. Under that method:
a. Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are charged to expense when incurred since they do not result in the acquisition of assets.
b. Costs incurred to drill exploratory wells and exploratory-type stratigraphic test wells that do not find proved reserves are charged to expense when it is determined that the wells have not found proved reserves.
c. Costs incurred to acquire properties and drill development-type stratigraphic test wells, successful exploratory well, and successful exploratory-type stratigraphic wells are capitalized.
d. Capitalized costs of wells and related equipment are amortized, depleted, or depreciated using the unit-of-production method.
e. Costs of unproved properties are assessed periodically to determine if an impairment loss should be recognized.
Other long-lived assets - Property and equipment are stated at cost less accumulated depreciation computed principally using accelerated methods over the estimated useful lives of the assets. Repairs are charged to expense as incurred. Impairment of long-lived assets is recognized when the fair value of a long-lived asset is less than its carrying value. At the end of the current year, no impairment of long-lived assets had occurred, in management’s opinion.
Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with applicable FASB Statements regarding Accounting for Income Taxes, which require the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. 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 Company provides deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.
Net income per share of common stock - We have adopted applicable FASB Statements regarding Earnings per Share, which require presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.
Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141 (revised 2007), BUSINESS COMBINATIONS. This revision to SFAS No. 141 requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, at their fair values as of the acquisition date, with limited exceptions. This revision also requires that acquisition-related costs be recognized separately from the assets acquired and that expected restructuring costs be recognized as if they were a liability assumed at the acquisition date and recognized separately from the business combination. In addition, this revision requires that if a business combination is achieved in stages, that the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, be recognized at the full amounts of their fair values.
In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS, an amendment of ARB No. 51. The objective of this statement is to improve the relevance, comparability, and transparency of the financial statements by establishing accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The Company believes that this statement will not have any impact on its financial statements, unless it deconsolidates a subsidiary.
In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (an amendment to SFAS No. 133). This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 and requires enhanced disclosures with respect to derivative and hedging activities. The Company will comply with the disclosure requirements of this statement if it utilizes derivative instruments or engages in hedging activities upon its effectiveness.
In April 2008, the FASB issued FASB Staff Position No. 142-3, DETERMINATION OF THE USEFUL LIFE OF INTANGIBLE ASSETS (“FSP No. 142-3”) to improve the consistency between the useful life of a recognized intangible asset (under SFAS No. 142) and the period of expected cash flows used to measure the fair value of the intangible asset (under SFAS No. 141(R)). FSP No. 142-3 amends the factors to be considered when developing renewal or extension assumptions that are used to estimate an intangible asset’s useful life under SFAS No. 142. The guidance in the new staff position is to be applied prospectively to intangible assets acquired after December 31, 2008. In addition, FSP No. 142-3 increases the disclosure requirements related to renewal or extension assumptions. The Company does not believe implementation of FSP No. 142-3 will have a material impact on its financial statements.
In May 2008, the FASB issued SFAS No. 162, THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “the Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.”
In May 2008, the FASB issued SFAS No. 163, ACCOUNTING FOR FINANCE GUARANTEE INSURANCE CONTRACTS - AN INTERPRETATION OF FASB STATEMENT NO. 60. The premium revenue recognition approach for a financial guarantee insurance contract links premium revenue recognition to the amount of insurance protection and the period in which it is provided. For purposes of this statement, the amount of insurance protection provided is assumed to be a function of the insured principal amount outstanding, since the premium received requires the insurance enterprise to stand ready to protect holders of an insured financial obligation from loss due to default over the period of the insured financial obligation. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008.
In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) No. 03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No. 03-6-1”). Under FSP EITF No. 03-6-1, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, and is not expected to have a significant impact on the Company’s financial statements.
In November 2008, the Emerging Issues Task Force (“EITF”) issued Issue No. 08-7, ACCOUNTING FOR DEFENSIVE INTANGIBLE ASSETS (“EITF 08-7”). EITF 08-7 applies to all acquired intangible assets in which the acquirer does not intend to actively use the asset but intends to hold (lock up) the asset to prevent its competitors from obtaining access to the asset (a defensive asset), assets that the acquirer will never actually use, as well as assets that will be used by the acquirer during a transition period when the intention of the acquirer is to discontinue the use of those assets. EITF 08-7 is effective as of January 1, 2009. The Company does not expect the adoption of EITF 08-7 to have a material impact on its financial statements.
On January 12, 2009 the Financial Accounting Standards Board ("FASB") issued a final Staff Position ("FSP") amending the impairment guidance in EITF Issue No. 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to Be Held by a Transferor in Securitized Financial Assets to achieve more consistent determination of whether an other-than-temporary impairment has occurred. This FSP does not have an impact on the Company at the present time.
On April 1, 2009 the FASB issued FSP FAS 141(R)-1 that amends and clarifies FASB No. 141 (revised 2007), Business Combinations, to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosures of assets and liabilities arising from contingencies in a business combination.
On April 9, 2009 the FASB issued three FSPs intended to provide additional application guidance and enhance disclosures regarding fair value measurements and impairments of securities. FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, provides guidelines for making fair value measurements more consistent with the principles presented in FASB Statement No. 157, Fair Value Measurements. FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, enhances consistency in financial reporting by increasing the frequency of fair value disclosures. FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, provides additional guidance designed to create greater clarity and consistency in accounting for and presenting impairment losses on securities. These FSPs do not have an impact on the Company at the present time.
In May of 2009, the FASB issued Statement No. 165, Subsequent Events. This Statement sets forth the period following the balance sheet date during which management should evaluate subsequent events for disclosure, the circumstances under which events should be recognized for disclosure, and the disclosure which should be made. Statement No. 165 introduces the concept of a date following the balance sheet date when financial statements are available to be issued. Thus users of financial statements are put on notice of the date after which subsequent events are not reported. Statement No. 165 is effective with all interim or annual financial statements for periods ending after June 15, 2009. The Company has adopted the requirements of Statement No. 165 beginning with its June 30, 2009 financial statements.
In June of 2009, the Financial Accounting Standards Board (FASB) issued Statement No. 168, The FASB Accounting Standards Codification™, and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162. The Codification will become the source of authoritative U.S. generally accepted accounting principles (GAAP) to be applied to nongovernmental entities. The Codification will include only two levels of GAAP, authoritative and non-authoritative. Authoritative Statements will include FASB Standards and rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws applicable to SEC registrants. All other non-SEC and non-FASB accounting and reporting literature and standards will become non-authoritative as of the effective date of Statement No. 168. The Codification will hereafter only be modified by Accounting Standards Updates, which will replace Statements, FASB Staff Positions, and Emerging Issues Task Force Abstracts. Statement No. 168 is effective for interim and annual reporting periods ending after September 15, 2009. Adoption of this Statement will have no impact on the Company’s financial reporting.
In June of 2009, the FASB issued Statement No. 167, Amendments to FASB Interpretation No. 46 (R), Consolidation of Variable Interest Entities. Statement No. 167 expands the scope of Interpretation No. 46(R) to include entities which had been considered qualifying special purpose entities prior to elimination of the concept by Statement No. 166. Statement No. 167 requires entities to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. The enterprise is required to assess, on an ongoing basis, whether it is a primary beneficiary or has an implicit responsibility to ensure that a variable interest entity operates as designed. Statement No. 167 changes the previous quantitative approach for determining the primary beneficiary to a qualitative approach based on which entity (a) has the power to direct activities of a variable interest entity that most significantly impact economic performance and (b) has the obligation to absorb losses or receive benefits that could be significant to the variable purpose entity.
Statement No. 167 requires enhanced disclosures that will provide investors with more transparent information about an enterprise’s involvement with a variable interest entity. Statement No. 167 is effective for each entity’s first annual reporting period that begins after November 15, 2009, and for interim periods within that annual period. This statement will have no impact on the Company’s financial reporting under its current business plan.
In June of 2009, the FASB issued Statement No. 166, Accounting for Transfers of Financial Assets, an amendment of Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. Statement No. 166 removes the concept of a qualifying special-purpose entity. Therefore, all entities should be evaluated for consolidation in accordance with applicable consolidation guidance. Statement No. 166 requires identification of any involvements with transferred assets and prevents de-recognition until all requirements for sale accounting have been met. Enhanced disclosures are required to provide greater transparency about any transferor’s continuing involvement with transferred assets. Statement No. 166 is effective as of each reporting entity’s first annual reporting period which begins after November 15, 2009 and for all interim periods within that first annual period. The Company has no current involvement with transferred assets but will comply should the situation arise.
None of the above new pronouncements has current application to the Company, but may be applicable to the Company's future financial reporting.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is a smaller reporting company and is not required to provide this information.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data required by this Item 8 are listed in Item 15(a) (1) and begin at page of this Annual Report on Form 10-K.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Director and Shareholders
Octagon 88 Resources, Inc.:
We have audited the balance sheets of Octagon 88 Resources, Inc. as of June 30, 2009 and 2008, and the related statements of operations, stockholders’ equity and cash flows for the year ended June 20, 2009, the period from June 9, 2008 (inception) through June 30, 2008, and the period from June 9, 2008 (inception) through June 30, 2009. These financial statements are the responsibility of the Company’s 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 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 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 the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 Octagon 88 Resources, Inc. as of June 30, 2009 and 2008, and the results of its operations and its cash flows for the year ended June 30, 2009, the period from June 9, 2008 (inception) through June 30, 2008, and the period from June 9, 2008 (inception) through June 30, 2009 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has not yet engaged in an operating business, does not have sufficient capital to implement its business plan, and must rely upon uncompensated officers and directors to maintain essential business functions, which raises a 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Cordovano and Honeck LLP
Englewood, Colorado
September 24, 2009
OCTAGON 88 RESOURCES, INC.
(An exploration stage enterprise)
Notes to Financial Statements
June 30, 2009 and 2008
Note 1 - Organization and summary of significant accounting policies:
Following is a summary of our organization and significant accounting policies:
Organization and nature of business - Octagon 88 Resources, Inc. (identified in these footnotes as “we” or the Company) is a Nevada corporation incorporated on June 9, 2008. We are currently based in Houston, Texas, USA. We intend to operate in the U.S. and Canada. We use June 30 as a fiscal year for financial reporting purposes.
Clinton F. Bateman, our president, owns 32,000,000 of our 38,642,000 outstanding shares.
We are a natural resource exploration stage company and anticipate acquiring, exploring, and if warranted and feasible, developing natural resource assets. We currently hold one lease, a 50% working interest in Alberta, Canada, described in more detail below.
To date, our activities have been limited to formation, the raising of equity capital, and the development of a business plan. We filed a Form S-1 with the U.S. Securities and Exchange Commission, which became effective on September 24, 2008. We also applied for a listing on the OTC Bulletin Board; our application was approved in July 2009. We are now exploring sources of capital. In the current exploration stage, we anticipate incurring operating losses as we implement our business plan.
Basis of presentation - The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises.
Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents - For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.
Fair value of financial instruments and derivative financial instruments - The carrying amounts of cash, receivables, and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks.
Oil and gas properties - We use the successful efforts method of accounting for oil and gas properties. Under that method:
OCTAGON 88 RESOURCES, INC.
(An exploration stage enterprise)
Notes to Financial Statements
June 30, 2009 and 2008
a.
Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are charged to expense when incurred since they do not result in the acquisition of assets.
b.
Costs incurred to drill exploratory wells and exploratory-type stratigraphic test wells that do not find proved reserves are charged to expense when it is determined that the wells have not found proved reserves.
c.
Costs incurred to acquire properties and drill development-type stratigraphic test wells, successful exploratory well, and successful exploratory-type stratigraphic wells are capitalized.
d.
Capitalized costs of wells and related equipment are amortized, depleted, or depreciated using the unit-of-production method.
e.
Costs of unproved properties are assessed periodically to determine if an impairment loss should be recognized.
Other long-lived assets - Property and equipment are stated at cost less accumulated depreciation computed principally using accelerated methods over the estimated useful lives of the assets. Repairs are charged to expense as incurred. Impairment of long-lived assets is recognized when the fair value of a long-lived asset is less than its carrying value. At the end of the current year, no impairment of long-lived assets had occurred, in management’s opinion.
Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with applicable FASB Statements regarding Accounting for Income Taxes, which require the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. 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 Company provides deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.
Net income per share of common stock - We have adopted applicable FASB Statements regarding Earnings per Share, which require presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.
Note 2 - Going concern:
At June 30, 2009, we were not currently engaged in an operating business and expect to incur exploration stage operating losses until operations commence, and for a period of time thereafter. We intend to rely on our officers and directors to perform essential functions without compensation until a business operation can be commenced. We do not currently have sufficient capital to implement our business plan. Although we are exploring other sources of capital, and although we filed a registration statement with the Securities and Exchange Commission in an attempt to raise capital, and although our majority shareholder has agreed to provide a limited amount of additional funds in the near term, there is no assurance that such efforts will succeed.
OCTAGON 88 RESOURCES, INC.
(An exploration stage enterprise)
Notes to Financial Statements
June 30, 2009 and 2008
During the year ended June 30, 2009, worldwide financial markets experienced severe turmoil. Many stock markets suffered significant declines in values, unemployment increased in many places, and reported corporate profits declined. In addition, world oil and gas prices declined dramatically, and energy consumption declined as well. As a result of this financial upheaval, which was widely chronicled, governments around the world took extreme measures in an attempt to stabilize markets. At this time, it is unclear whether the measures will be successful, or how long the financial downturn will continue. Therefore, our ability to raise additional capital has been diminished. While we are optimistic that conditions will improve in the near term, there can be no assurance that will occur.
From inception through June 30, 2009, we had incurred operating losses of approximately $31,400, of which approximately $20,000 represented actual cash losses. At June 30, 2009, we had cash approximating $33,000, which we believe will be sufficient to fund our limited exploration stage operations for the next fiscal year. However, there can be no assurance of this, and unforeseen circumstances could deplete our cash position.
These factors raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 3 - Prepaid expenses, registration costs and related commitments:
We engaged a consulting firm to assist us in filing a registration statement on Form S-1 with the U.S. Securities and Exchange Commission to allow us to offer stock for sale to the public. The consulting firm agreed to perform the services necessary to file Form S-1 for a flat fee of $15,000, of which $5,000 had been paid at June 30, 2008 and is included in Prepaid Expenses in the accompanying balance sheet. The balance of the fee was paid during the year ended June 30, 2009, and the Form S-1 was filed. The costs were charged against the proceeds of the stock offering.
Note 4 - Oil and gas properties:
On June 10, 2008, we executed a Farm-in Letter Agreement with Unitech Energy Resources, Inc. (“Unitech”), of Calgary, Alberta, Canada. Under the agreement, we acquired a 50% working interest in Alberta, Canada Petroleum and Natural Gas Agreement Number 050606526, (the “Lease”) which Lease is held by Unitech, and which comprises approximately 640 acres of petroleum and natural gas exploitation rights from the surface to the basement, excepting Natural Gas in the Jurassic Detrital formation and the Pekisko formation, and which Lease is located in central Alberta, Canada, at section 14, Township 58, Range 13, W5 which is approximately 130 miles northwest of Edmonton, Alberta in the area known as “Goodwin”. The Lease is registered with the Government of Alberta, under the name of Unitech, our working interest partner that owns the other 50% working interest.
We paid Unitech $15,000 for our 50% working interest in the Lease. At June 30, 2008, we had paid a $5,000 initial payment. The balance of $10,000 was paid during the year ended June 30, 2009. The balance of $10,000 was not evidenced by a promissory note, and did not bear interest.
OCTAGON 88 RESOURCES, INC.
(An exploration stage enterprise)
Notes to Financial Statements
June 30, 2009 and 2008
The Farm-in Letter Agreement requires that we pay 100% of all costs associated with drilling, re-completing, and testing, and thereafter both Parties will pay their respective 50% share of any go-forward costs.
Unitech is not affiliated with our Company. Unitech purchased a 100% working interest in the Lease at an Alberta Government auction on June 14, 2006 for the sum of CDN $30,494. The Lease is for 5 years and expires on June 14, 2011 unless continued by the production of hydrocarbons, in which case the Lease will be continued until the Lease is abandoned. Unitech has performed initial geological analysis to try to determine the aerial extent of the anomalies but the results have been inconclusive. We plan to do additional work to more definitively delineate the aerial extent of the anomalies so that we can make a more informed determination of the exploration process going forward.
We have not yet retained a geologist or a firm of geologists to undertake this exploration program. We plan to interview and retain a qualified consulting geologist or engineer when we have sufficient funds to undertake the work program we anticipate.
Note 5 - Federal income tax:
We follow applicable FASB Statements regarding Accounting for Income Taxes. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.
The provision for refundable Federal income tax consists of the following:
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
OCTAGON 88 RESOURCES, INC.
(An exploration stage enterprise)
Notes to Financial Statements
June 30, 2009 and 2008
At June 30, 2009, we had an unused net operating loss carryover approximating $20,900 that is available to offset future taxable income; it expires beginning in 2028.
Note 6 - Related party transactions:
At June 30, 2008, we owed Bateman & Co., Inc., P.C., a corporation controlled by our majority shareholder, the amount of $927 for organizational costs it paid on our behalf. The amount was repaid by us in July, 2008.
During the year ended June 30 2009, our officers, Clinton F. Bateman and Kara B. McDuffie contributed services to the Company for which no payment was made, either in cash or shares. The services were valued at hourly rates of $95 and $70 respectively, which, in the opinion of management, represent fair hourly rates for persons with their experience, expertise, knowledge, and education. The total amount for the year ended June 30, 2009 was $10,500, and was recorded as a non-cash charge to expense with an offsetting credit to capital in excess of par value.
Note 7 - Issuance of shares:
As of June 30, 2009, the Company had issued shares of its $.0001 par value common stock as follows:
Of the above 32,042,000 shares, we sold 32,000,000 shares for $15,040 to Clinton F. Bateman, our President, CEO, and CFO, and 42,000 shares for $20 to Kara B. McDuffie, our Secretary-Treasurer, who is the daughter of Clinton F. Bateman.
Note 8 - Subsequent events:
In accordance with FASB pronouncements regarding subsequent events, we have evaluated subsequent events through September 24, 2009, the date these financial statements are available to be issued. We believe there are no subsequent events required to be disclosed pursuant to this pronouncement.
OCTAGON 88 RESOURCES, INC.
(An exploration stage enterprise)
Notes to Financial Statements
June 30, 2009 and 2008
Note 9 - New accounting pronouncements:
The following recent accounting pronouncements:
·
FASB Statements
·
Number 148, Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123,
·
Number 149, Amendment of Statement 133 on Derivative Investments and Hedging Activities,
·
Number 150, Financial Instruments with Characteristics of Both Liabilities and Equity,
·
Number 151, Inventory Costs - an amendment of ARB 43, Chapter 4,
·
Number 152, Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67,
·
Number 153, Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29,
·
Number 154, Accounting for Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3,
·
Number 155, Accounting for Certain Hybrid Financial Statements - an amendment of FASB Statements No. 133 and 140,
·
Number 156, Accounting for Servicing of Financial Assets - an amendment of FASB Statement No. 140,
·
Number 157, Fair Value Measurements
·
Number 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R),
·
Number 159, the Fair Value Option for Financial Assets and Financial Liabilities,
·
Number 160, Noncontrolling Interests in Consolidated Financial Statements,
·
Number 161, Disclosures about Derivative Instruments and Hedging Activities,
·
Number 163, Accounting for Financial Guarantee insurance Contracts,
·
Number 165, Subsequent Events,
·
Number 166, Accounting for Transfers of Assets (as amended)
·
Number 167, Amendments to FASB Interpretation No 46(R) (as amended)
·
Number 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (as amended)
·
and FASB Interpretations
·
Number 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others - and Interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34,
·
Number 46(R), Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51,
·
Number 47, Accounting for Conditional Asset Retirement Obligations,
·
Number 48, Accounting for Uncertainty in Income Taxes,
·
and recent changes to SEC Regulation S-K and S-X pertaining to Modernization of Oil & Gas Reporting,
are not currently expected to have a material effect on our financial Statements.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
There are not currently and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.
Item 9A.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, under supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, Clinton F. Bateman, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2009, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to our Company required to be included in our reports filed or submitted under the Exchange Act.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report On Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed 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.
All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2009. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment, management concluded that, as of August 31, 2009, the Company’s internal control over financial reporting was effective and that no material weaknesses in ICFR existed.
As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements and Related Independence Rule and Conforming Amendments,” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management has not identified any control deficiencies that it believes represent material weaknesses as of June 30, 2009.
Changes in Internal Control Over Financial Reporting
As of June 30, 2009, management assessed the effectiveness of our internal control over financial reporting and based on that evaluation, they concluded that during the quarter ended and to date, the internal controls and procedures were effective. During the course of their evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.
We will implement further internal controls as circumstances, cash flow, and working capital permit.
Item 9B.
Item 9B. Other information.
There are no items requiring disclosure hereunder.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth the names and ages of all directors and executive officers of the Company as of the date of this report, indicating all positions and offices with the Company held by each such person:
The Company’s directors are elected by the holders of the Company’s common stock. Cumulative voting for directors is not permitted. The term of office of directors of the Company ends at the next annual meeting of the Company’s stockholders or when their successors are elected and qualified. The annual meeting of stockholders is specified in the Company’s bylaws to be at such time and place as set by the Board of Directors. The Company has not yet held its annual meeting and expects to hold such meeting within 60 days of the filing of this annual report. The term of office of each officer of the Company ends at the next annual meeting of our Board of Directors, expected to take place immediately after the next annual meeting of stockholders, or when his successor is elected and qualifies. Except as otherwise indicated below, no organization by which any officer or director previously has been employed is an affiliate, parent, or subsidiary of the Company.
Clinton F. Bateman - President, CEO, CFO and Director
Mr. Bateman joined the Board of Directors and was appointed President, CEO, CFO on June 9, 2008. He is President of Bateman McDuffie, Inc., P.C., CPAs, founded in 1967, which was combined with ABBM Group, Ltd LLP, CPAs in 2009. He is a graduate of Baylor University, 1962, with a BBA in Accounting and Economics. He has worked in public accounting since 1961, and has extensive experience in auditing publicly held enterprises, as well as in auditing and tax services for privately held businesses, individuals, and international businesses. Mr. Bateman has served as President, Houston Chapter of TSCPA; Vice President, Texas Society of CPAs; President, International Association of Practising Accountants Americas Group; and Executive Committee, International Association of Practising Accountants worldwide. He has extensive committee service, Houston Chapter of TSCPA, Texas Society of CPAs, and American Institute of CPAs. He has served on the Board of Directors, Baylor University Hankamer School of Business, as Vice President, Houston Baylor Club, on the Diaconate Board, Tallowood Baptist Church, and on the Board of Directors of Widowed, Inc. He is the author of AICPA continuing professional education courses entitled, How To Do Writeup Work and Writeup Work Made Simple. Author of various software programs for the accounting profession, has been a speaker at numerous seminars and is an accomplished singer and soloist. He is married and has three adult daughters, and four grandchildren.
Kara B. McDuffie - Secretary-Treasurer and Director
Ms. McDuffie was appointed a Director and Secretary-Treasurer on June 10, 2008. Kara Bateman McDuffie, CPA, is Vice-President, Director, and a shareholder of Bateman McDuffie, Inc, a CPA firm in Houston, Texas, having joined the firm in 2000. Bateman McDuffie, Inc. was combined with ABBM Group, Ltd LLP in 2009. Previously, she was employed by Arthur Andersen, LLP for approximately five years. Her experience is in auditing and tax services, and has served clients in the oil & gas, real estate, services, manufacturing, international, and many other industries. Ms. McDuffie has MBA and BBA degrees from Baylor University. She has extensive charitable and volunteer service. She is married and has two sons.
Compliance with Section 16(A) of the Exchange Act
Based on a review of Forms 3, 4, and 5 and amendments thereto furnished to the registrant during its most recent fiscal year, the following represents each person who did not file on a timely basis reports required by Section 16(a) of the Exchange Act during the most recent fiscal year:
Code of Ethics
As of the date of this report, the Company has not adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Company intends to review and finalize the adoption of a code of ethics at such time as it concludes a merger or acquisition and commences business operations. Upon adoption, the Company will file a copy of its code of ethics with the Securities and Exchange Commission as an exhibit to its annual report for the period during which the code of ethics is adopted.
Corporate Governance
There have been no material changes to the procedures by which security holders may recommend nominees to the Company's board of directors.
The Board of Directors presently does not have an audit committee. Since there are no independent members of the Board it is not feasible at this time to have an audit committee. The Board of Directors performs the same functions as an audit committee. The Board of Directors in performing its functions as an audit committee has determined that it has a financial expert, Mr. Clinton F. Bateman.
Item 11.
Item 11. Executive Compensation.
The following table sets forth information for the individuals who served as the senior executive officers of the Company during any portion of the last two fiscal years.
SUMMARY COMPENSATION TABLE
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The Company does not currently have any stock option or stock award plans, therefore no stock options or stock awards were granted during fiscal 2008 or 2009.
DIRECTOR COMPENSATION
The Company has made no arrangements for the cash remuneration of its directors, except that they will be entitled to receive reimbursement for actual, demonstrable out-of-pocket expenses, including travel expenses, if any, made on the Company’s behalf. No remuneration has been paid to the Company’s officers or directors for services to date.
Item 12.
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 information, as of September 15, 2009, with respect to the beneficial ownership of the Company’s common stock by each person known by the Company to be the beneficial owner of more than 5% of the outstanding common stock. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable 5% stockholders have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.
(1) Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of September 15, 2009 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 38,642,000 shares of common stock outstanding as of September 15, 2009.
Security Ownership of Management
The following table sets forth information, as of September 15, 2009, with respect to the beneficial ownership of the Company’s common stock by each of the Company's officers and directors, and by the officers and directors of the Company as a group. Information is also provided regarding beneficial ownership of common stock if all outstanding options, warrants, rights and conversion privileges (to which the applicable officers and directors have the right to exercise in the next 60 days) are exercised and additional shares of common stock are issued.
(1) Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. All shares of common stock subject to options or warrants exercisable within 60 days of September 15, 2009 are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding beneficially owned for the purpose of computing the percentage ownership of any other person. Subject to the paragraph above, the percentage ownership of outstanding shares is based on 38,642,000 shares of common stock outstanding as of September 15, 2009.
Securities Authorized for Issuance under Equity Compensation Plans
The Company does not currently have any equity compensation plans and has therefore not authorized any securities for issuance.
Changes In Control
None.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence:
Certain Relationships and Related Transactions:
None.
Parents
There are no parents of our Company.
Director independence:
As of the date of filing of this annual report on Form 10-K we do not have any independent directors.
Item 14.
Item 14. Principal Accounting Fees and Services.
During the periods ended June 30, 2009 and 2008, we incurred the following fees with our principal accountant, Cordovano and Honeck, LLP:
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
Financial Statements
The following financial statements of the Company are filed as part of this Annual Report on Form 10-K as follows:
Index to Consolidated Financial Statements
Schedules
All other schedules have been omitted because they are not applicable, not required under the instructions, or the information requested is set forth in the consolidated financial statements or related notes thereto.
Exhibits:
SIGNATURES
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.
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.
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.