UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2010February 28, 2011
OR
[ ][_] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ______________
Commission File Number 333-133347
CREENERGY CORPORATION
--------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 98-0479983
- ------------------------------ ---------------------
State------ ----------
(State or other jurisdiction (IRS Employer
of (I.R.S. Employer incorporation or organization Identification No.)
organization)
57113, 2020 Sherwood Drive, Sherwood Park, AB, Canada, T8A 5L7
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (780) 668-7422
Online Originals, Inc.
------------------------
(Former name or former address, if changed since last report.)
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [_]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes [_] No [_]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Larger accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] Smaller reporting company [X]
1
Indicate by check mark whether registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [_] No [X]
Number of shares issued and outstanding of the registrant's class of common
stock as of September 30, 2010: 216,000,000April 10 2011: 96,000,000 shares of common stock.stock
The Company recognized revenues of $nil during the quarter ended August 31,
2010.February 28,
2011.
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
----
Balance Sheets F-5
Interim Statements of Operations F-6 to F-7
Interim Statements of Cash Flows F-8
Interim Statement of Changes in Stockholders' (Deficit) F-9
Notes to Interim Financial Statements F-10 to F-12
Item 2. Management's Discussion and Analysis 13
Item 3 Quantitative and Qualitative Disclosure about Market Risk 15
Item 4 Controls and Procedures 15
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
----
Interim Balance Sheets F-5
Interim Statements of Loss and Comprehensive Loss F-6
Interim Statements of Cash Flows F-7
Interim Statement of Changes in Stockholders' Deficiency F-8
Notes to Interim Financial Statements F-9 to F-13
Item 2. Management's Discussion and Analysis or Plan of Operations 14
Item 3 Quantitative and Qualitative Disclosure about Market Risk 16
Item 4 Controls and Procedures 16
PART II - OTHER INFORMATION
Item 1 Legal Proceedings - Not Applicable 15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3. Defaults upon Senior Securities - Not Applicable 16
Item 4. Removed and Reserved 16
Item 5. Other Information 16
Item 6. Exhibits 16
SIGNATURES 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3. Defaults upon Senior Securities - Not Applicable 17
Item 4. Removed and Reserved 17
Item 5. Other Information 18
Item 6. Exhibits 18
SIGNATURES 19
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CREENERGY CORPORATION
(FORMERLY ONLINE ORIGINALS, INC.)
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2010(Expressed in U.S. Dollars)
(Unaudited)
FEBRUARY 28, 2011
Financial Statements Page
Balance Sheets F-5
Interim Statements of OperationsLoss and Comprehensive Loss F-6 to F-7
Interim Statements of Cash Flows F-8F-7
Interim Statement of Changes in Stockholders' (Deficit) F-9Deficiency F-8
Notes to Interim Financial Statements F-10F-9 to F-12F-13
F-4
CREENERGY CORPORATION
(FORMERLY ONLINE ORIGINALS, INC.)
(A Development Stage Company)
INTERIM BALANCE SHEETS
August 31,February 28, November 30, 2009
2010
2011
(Unaudited) (See Note 1)
ASSETS(Audited)
ASSETS
Current Assets
Cash and cash equivalents $ 4,4852,039 $ 2,8416,090
Prepaid expense 1,109 109
--------------------------------------
Total Current Assets 5,594 2,950
Computer Equipment, net of depreciation of $6,836 - 476
--------------------------------------
- 476expenseS 200 200
--------------------------------------
TOTAL ASSETS $ 5,5942,239 $ 3,4266,290
======================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)DEFICIENCY
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities (Note 3) $ 16,65618,467 $ 3,900
Accrued liabilities 2,755 8,00013,133
Note payable (Note 4) 16,000 16,000
--------------------------------------
Total Current Liabilities all current 19,411 11,90034,467 29,133
--------------------------------------
Commitments and Contingencies (Note 2)
STOCKHOLDERS' EQUITY (DEFICIT)DEFICIENCY
Capital Stock (Note 6)
Authorized:
675,000,000 common shares, par value $0.001 per share
Issued and outstanding:
216,000,000 and 96,000,000 common shares at August 31, 2010
and November 30, 2009, respectively 216,000 96,000 96,000
Additional paid-in capital 13,000 13,000
Accumulated other comprehensive income 319 312- 333
Accumulated (Deficit) (212,902) (104,786)deficit (105,837) (105,837)
Accumulated (Deficit)Deficit during Development Stage (17,234) -
--------------------------------------(35,391) (26,339)
Total Stockholders' (Deficit) (13,817) (8,474)Deficiency (32,228) (22,843)
--------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)DEFICIENCY $ 5,5942,239 $ 3,4266,290
======================================
The accompanying notes are an integral part of these statements.
F-5
CREENERGY CORPORATION
(FORMERLY ONLINE ORIGINALS, INC.)
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONSLOSS AND COMPREHENSIVE LOSS
(Unaudited)
Three month period Three monthCumulative Amounts from
For the three-month For the re-entering of
period ended three-month development stage on
February 28, 2011 period ended August 31, August 31,June 26, 2010 2009
---------------------------------------------------to
February 28, 2010 February 28, 2011
---------------------------------------------------------------------------
Revenue $ - $ -
---------------------------------------------------
- -
---------------------------------------------------
Expenses
Office and administration 1,231 107394 160 2,674
Professional fees 16,612 1,911
---------------------------------------------------
17,843 2,018
---------------------------------------------------8,991 2,835 33,050
---------------------------------------------------------------------------
9,385 2,995 35,724
---------------------------------------------------------------------------
Net (Loss) FromLoss before Other Item (9,385) (2,995) (35,724)
Other Item
Foreign exchange gain 333 - 333
---------------------------------------------------------------------------
Net loss from Continuing Operations (17,843) (2,018)
---------------------------------------------------(9,052) (2,995) (35,391)
---------------------------------------------------------------------------
Discontinued Operations (Note 5)8)
Net Profit (Loss) from discontinued operations (40) 12,345
---------------------------------------------------- 2,551 -
---------------------------------------------------------------------------
Net Profit (Loss) $ (17,883) $ 10,327
===================================================
Basic And DilutedLoss For The Period (9,052) (744) (35,391)
===========================================================================
Other Comprehensive Income (Loss)
Per ShareForeign currency translation adjustment (333) - (333)
---------------------------------------------------------------------------
Comprehensive Loss For the Period $ Nil(9,385) $ Nil
===================================================(744) $ (35,724)
===========================================================================
Loss per share from continuing operations -
Basic and diluted $ (0.00) $ (0.00)
Earnings (loss) per share from discontinued
operations - Basic and diluted $ (0.00) $ 0.00
==============================================
Weighted Average Number Ofof Shares Outstanding
216,000,000 96,000,000 ===================================================
The accompanying notes are an integral part of these statements.96,000,000
==============================================
F-6
CREENERGY CORPORATION
(FORMERLY ONLINE ORIGIONALS, INC.)
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative Amounts from
June 25, 2010
Nine-month Nine-month (Date of New
Period ending Period ending Development Stage)
August 31, 2010 August 31, 2009 to August 31, 2010
Revenue $ - $ - $ -
-------------------------------------------------------------------------
- - -
-------------------------------------------------------------------------
Expenses
Office and administration 1,356 204 911
Professional fees 23,865 6,845 16,323
-------------------------------------------------------------------------
25,221 7,049 17,234
-------------------------------------------------------------------------
Net (Loss) from Continuing Operations
(25,221) (7,049) (17,234)
Discontinued Operations (Note 5)
Net Profit from discontinued
operations 3,871 10,252 -
-------------------------------------------------------------------------
Net Profit (Loss) For The Period $ (21,350) $ 3,203 (17,234)
=========================================================================
Basic And Diluted Loss Per Share $ Nil $ Nil
===========================================
Weighted Average Number of Shares
Outstanding 141,547,445 96,000,000
===========================================
The accompanying notes are an integral part of these statements.
F-7
CREENERGY CORPORATION
(FORMERLY ONLINE ORIGINALS, INC.)
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
Nine-month Nine-month Cumulative Amountsfrom
Three-month Three-month re-entering of
period endingended period fromended development stage on
February 28, February 28, June 25,26, 2010 August 31, ending (Date of Newto
2011 2010 August 31, Development Stage)
2009 to August 31, 2010February 28, 2011
Cash Flows from Operating Activities
Net profit (loss) for the periodloss $ (21,350)(9,052) $ 3,203 (17,234)(744) $ (35,391)
Adjustments to Reconcile Net Profit (Loss)Loss to Net Cash
Used by Operating Activities
Depreciation and amortization 476 2,496 - Changes in Operating Assets and Liabilities477 -
Prepaid expenses (1,000) (66) 850- (50) 2,509
Accounts payable and accrued liabilities 7,511 (7,139) 16,333
------------------------------------------------------------
Net5,334 (2,276) 17,718
-----------------------------------------------------------------
Cash (Used in)Used in Operating Activities (14,363) (1,506) (51)
Cash Flows from Investing Activities
Additions to capital assets - - -
Disposal of capital assets - - -
------------------------------------------------------------
Net Cash Provided by Investing Activities - - -(3,718) (2,593) (15,164)
Cash Flows From Financing Activities
Issuance of common shares 16,000Contribution by related party - - Foreign currency translation adjustment 7 427 -
------------------------------------------------------------13,000
-----------------------------------------------------------------
Net Cash Provided by (Used in) Financing
Activities 16,007 427 - Increase (Decrease)- 13,000
Decrease in Cash during the Period 1,644 (1,079) (51)(3,718) (2,593) (2,164)
Effect of Exchange Rate Changes on Cash (333) - (333)
-----------------------------------------------------------------
Cash, Beginning Of Period 6,090 2,841 4,904 4,536
-----------------------------------------------------------------------------------------------------------------------------
Cash, End Of Period $ 4,4852,039 $ 3,825 4,485
============================================================248 $ 2,039
=================================================================
Supplemental Disclosure Of Cash Flow Information
Cash paid for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
=============================================================================================================================
The accompanying notes are an integral part of these statements.
F-9F-7
CREENERGY CORPORATION
(FORMERLY ONLINE ORIGINALS, INC.)(A Development Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS' (DEFICIT)DEFICIENCY
For the Period from November 30, 2008 through August 31, 2010February 28, 2011
(Unaudited)
CAPITAL STOCK ACCUMULATED
---------------------------------------------------
ADDITIONAL DEFICIT DURING ACCUMULATED
PAID-IN ACCUMULATED DEVELOPMENT COMPREHENSIVE
SHARES AMOUNT CAPITAL DEFICIT STAGE INCOME (LOSS) TOTAL
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance, November
30, 2008 96,000,000 $ 96,000 $ - $ (98,397) $ - $ (129) $ (2,526)
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Foreign currency
translation
adjustment - - - - - 441 441
Net loss for the
year ended - - - (6,389) - - (6,389)
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Balance, November
30, 2009 96,000,000 96,000 - (104,786) - 312 (8,474)
---------------------------------------------------------------------------------------------------------------------
May 20,
2010-------------------------------------------------------------------------------------------------------------
Common shares issued
- Shares
issued
for cash at $0.004($0.004) per
share) (Note 6) 120,000,000 120,000 - (104,000) - - 16,000
Common shares
cancelled (120,000,000) (120,000) - 104,000 - - (16,000)
Contribution by
related party - - 13,000 - - - 13,000
(Note 5)
Foreign currency
translation
adjustment - - - - - 7 721 21
Net loss for the
year - - - (1,051) (26,339) - (27,390)
-------------------------------------------------------------------------------------------------------------
Balance, November
30, 2010 96,000,000 96,000 13,000 (105,837) (26,339) 333 (22,843)
-------------------------------------------------------------------------------------------------------------
Foreign currency
translation
adjustment - - - - - (333) (333)
Net loss for the
period ended August
31, 2010 - - - (416) (17,2340) - (21,350)
---------------------------------------------------------------------------------------------------------------------(9,052) - (9,052)
=============================================================================================================
Balance, August
31, 2010 216,000,000February
28, 2011 96,000,000 $ 216,00096,000 $ 13,000 $ (105,837) $ (35,391) $ - $ (212,902) $ (17,234) $ 319 $ (13,817)
=====================================================================================================================(32,228)
=============================================================================================================
The accompanying notes are an integral part of these statements.
F-9F-8
CREENERGY CORPORATION
(FORMERLY ONLINE ORIGINALS, INC.)(A Development stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
August 31, 2010February 28, 2011
(Unaudited)
1. UNAUDITED STATEMENTSNATURE AND CONTINUANCE OF OPERATIONS
a) Organization
CREENERGY Corporation (formerly Online Originals, Inc.) (the
"Company") was incorporated in the State of Nevada, United States of
America, on November 18, 2005. On July 29, 2010, the Company's name
was changed from Online Originals, Inc. to CREENERGY Corporation. The
Company's year end is November 30.
b) Nature of Operations and Change in Business
Since the date of inception on November 18, 2005, the Company's
business plan was to develop a membership-based website art
gallery/auction house specifically focused on displaying and selling
original artwork.
The Company changed its status from a development stage company to an
operating company on November 30, 2009. Management realized that the
results of operations from the sale of artwork lacks luster and decided
to change the Company's business focus and plan for other strategic
opportunities and discontinued the sale of artwork with effect from
June 25, 2010. Accordingly, the Company has disclosed these activities
as discontinued operations in the accompanying interim financial
statements. Effective June 26, 2010, the Company became a development
stage company focusing on new business development in the form of
obtaining leases for the exploration and production of oil and gas in
areas of northern Alberta, Canada.
c) Unaudited Statements
While the information presented in the accompanying interim financial
statements is unaudited, it includes all adjustments which are, in the
opinion of management, necessary to present fairly the financial
position, results of operations and cash flows for the interim periods
presented. Except as disclosed below, these interim financial
statements follow the same accounting policies and methods of their
application as the Company's audited November 30, 20092010 annual financial
statements. It is suggested that these interim financial statements be
read in conjunction with the Company's audited financial statements for
the year ended November 30, 2009,2010, included in the annual report
previously filed with the Securities and Exchange Commission on Form
10-K. The results of operations for the interim periods presented are
not necessarily indicative of the results to be expected for the full
year.
The information as of November 30, 20092010 is taken from the audited
financial statements as of that date.
2. BASIS OF PRESENTATION - GOING CONCERNd) Basis of Presentation
The accompanying consolidatedinterim financial statements have been prepared in
conformity with generally accepted accounting principles in the United
States of America, which contemplates ourthe continuation of the Company
as a going concern. However, the Company has negative working capital
and stockholders' deficiency at February 28, 2011 and has losses to
date of approximately $110,635.$141,000. These matters raise substantial doubt
about ourits ability to continue as a going concern. In view of these
matters, realization of certain of the assets in the accompanying
consolidated balance sheet is dependent upon the Company'sits ability to meet its financing
requirements, raise additional capital, and the success of its future
operations. The Company is seeking additional means of financing to
fund its business plan. There is no assurance that the Companyfuture capital raising plans
will be successful in raisingobtaining sufficient funds to assure theits eventual
profitabilityprofitability. Management is actively seeking to add new products
and/or services in order to show profitability. In addition, one of the
Company. Management believesmembers of the board of directors has agreed to loan funds to the
Company if needed. To date, due to the continued economic conditions,
they have not yet been able to find products and services that would
contribute to their business. We believe that actions planned and
F-9
CREENERGY CORPORATION
(A Development stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
February 28, 2011
(Unaudited)
presently being taken to revise the Company'sits operating and financial
requirements will provide the opportunity for the Company to continue
as a going concern. The consolidatedinterim financial statements do not include any
adjustments that might result from these uncertainties.
3. INCOME TAXES
The Company is subject to foreign2. RECENT ACCOUNTING PRONOUNCEMENTS
In January 2010, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") 2010-06, "Improving
Disclosures about Fair Value Measurements". This update requires
additional disclosure within the roll forward of activity for assets
and domestic income taxes. The
Company has net lossesliabilities measured at fair value on a recurring basis, including
transfers of $110,635 since inception,assets and therefore has
paid no income tax.
Deferred income taxes arise from temporary timing differencesliabilities between Level 1 and Level 2 of the
fair value hierarchy and the separate presentation of purchases, sales,
issuances and settlements of assets and liabilities within Level 3 of
the fair value hierarchy. In addition, the update requires enhanced
disclosures of the valuation techniques and inputs used in the recognitionfair
value measurements within Levels 2 and 3. The new disclosure
requirements are effective for interim and annual periods beginning
after 15 December 2009, except for the disclosure of incomepurchases, sales,
issuances and settlements of Level 3 measurements. Those disclosures
are effective for fiscal years beginning after 15 December 2010. As ASU
2010-06 only requires enhanced disclosures, the Company does not expect
that the adoption of this update will have a material effect on its
financial statements.
3. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities are non-interest bearing,
unsecured and have settlement dates within one year.
4. NOTE PAYABLE
As of February 28, 2011, the Company had $16,000 note payable to an
unrelated party for expenses for financial reporting and tax
purposes. The Company's deferred tax assets consist entirelypaid on behalf of the benefit from net operating loss (NOL) carry-forwards.Company. The NOL carry
forwards expire in various years through 2030. The Company's deferred
tax assets are offset bynote
payable is unsecured, non-interest bearing, and has no fixed terms of
repayment.
5. RELATED PARTY TRANSACTIONS
During the three month period ended February 28, 2011, a valuation allowance due to the uncertainty
of the realization of the NOL carry-forwards. NOL carry-forwards may be
further limited by a change in company ownershipdirector and
other provisions
of the tax laws.
The Company's deferred tax assets, valuation allowance, and change in
valuation allowance are as follows:
Estimated Tax Change in
Estimated NOL Benefit from Valuation Valuation Net Tax
Period Ending Carry-forward NOL Expires NOL Allowance Allowance Benefit
November 30, 2009 89,285 Various 22,321 (22,321) (1,597) -
August 31, 2010 21,350 2030 5,338 (5,338) (5,338) -
F-10
CREENERGY CORPORATION
(FORMERLY ONLINE ORIGINALS, INC.)
NOTES TO INTERIM FINANCIAL STATEMENTS
August 31, 2010
(Unaudited)
Income taxes at the statutory rate are reconciled to the Company's
actual income taxes as follows:
Income tax benefit at statutory rate resulting from net operating
loss carry forward (25%)
Deferred income tax valuation allowance 25%
------------
Actual tax rate 0%
============
4 COMMON STOCK
On May 21, 2010, the Company issued 4,000,000 shares of its restricted
common stock to Mr. David Calahasen, a directorshareholder of the Company at a pricemade cash contribution in the amount of $0.004 per share for cash totalling $16,000.
Prior to the issuance, the Company had 3,200,000$Nil
(February 28, 2010 - $Nil, Cumulative - $13,000).
6. CAPITAL STOCK
Authorized
The Company's authorized common stock consists of 675,000,000 shares of
common stock
issued and outstanding. After the issuance, the Company has 7,200,000
shares of common stock issued and outstanding.
As a result of the issuance, Mr. Calahasen owns approximately 55.55% of
the issued and outstanding common stock of the Company and is the majority
shareholder of the Company.
As a result of the issuance, the ownership of Ms. Shari Sookarookoff, the
Chief Executive Officer and Director of the Company was decreased from
78.13% to 34.72%.
On June 2, 2010 our Board of Directors authorized an increase to the
authorized shares of the Corporation from 75,000,000 common shares with a par value of $0.001 to 675,000,000 common shares with a par value of
$0.001.per share. On August 10, 2010,
our Articles of Incorporation were amended to
change the aggregateCompany increased the number of shares which we have authority to issue to
six hundred and seventy five million (675,000,000)authorized share capital from
75,000,000 shares of common stock to 675,000,000 shares of common stock
with the same par value of $0.001 per share.
Issued and outstanding
On June 2, 2010, our Boardand effective August 10, 2010, the directors of Directors authorizedthe
Company approved a forward split of the Corporation's total issued and outstanding shares of common stock atof the ratioCompany on
a basis of 30 new common shares for 1 existing share resulting in 30 shares. This share dividend
became effective August 10, 2010.old common share. As a result of
the forward stock split, 208,800,000 additional shares were issued.
Capital and additional paid-in capital have been adjusted accordingly.
When adjusted retroactively, at
August 31, 2010, there was ana $119,501 shortage of
additional paid-in-capital;paid-in capital; thus an adjustment to accumulated deficit
of $104,000 will bewas recorded aton May 20,21, 2010 (the date of issuance of
120,000,000 shares) and $15,501 to the beginning balance..balance. The interim
financial statements contained herein reflect the appropriate values
for capital stock and accumulated deficit. AllUnless otherwise noted, all
references in the accompanying interim financial statements to the
number of common shares and per share amounts have been retroactively
restated to reflect the forward stock split.
5F-10
CREENERGY CORPORATION
(A Development stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
February 28, 2011
(Unaudited)
The total issued and outstanding capital stock is 96,000,000 common
shares with a par value of $0.001 per common share. The Company's
common stock issuances to date are as follows:
i) On November 18, 2005, 54,000,000 shares of the Company's common
stock were issued to a former director and officer of the Company
for cash proceeds of $18,000.
ii) On November 28, 2005, 21,000,000 shares of the Company's common
stock were issued to a former director and officer of the company
for cash proceeds of $7,000.
iii) On July 21, 2006, the Company completed a public offering and
issued 21,000,000 shares of the Company's common stock for cash
totaling $70,000. The Company incurred offering costs of $14,501
related to this offering, resulting in net proceeds of $55,499.
iv) On May 21, 2010, 120,000,000 shares of the Company's restricted
common stock, valued at $16,000, were issued to a former director
and officer of the Company. On October 29, 2010, the 120,000,000
restricted common shares of the Company previously issued to a
former director and officer of the Company were returned to
treasury for no consideration. The shares were cancelled on 2
November 2010.
7. INCOME TAXES
The Company has losses carry forward for income tax purposes to
February 28, 2011. There are no current or deferred tax expenses for
the period ended February 28, 2011 due to the Company's loss position.
The Company has fully reserved for any benefits of these losses. The
deferred tax consequences of temporary differences in reporting items
for financial statement and income tax purposes are recognized, as
appropriate. Realization of the future tax benefits related to the
deferred tax assets is dependent on many factors, including the
Company's ability to generate taxable income within the net operating
loss carryforward period. Management has considered these factors in
reaching its conclusion as to the valuation allowance for financial
reporting purposes.
The provision for refundable federal income tax consists of the
following:
For the
three-month
period ended
-----------------
February 28, February 28
2011 2010
-----------------------------------------
Deferred tax asset
attributable to
Current operations $ 3,168 $ 186
Less: Change in
valuation allowance (3,168) (186)
---------------------------------------------
Net refundable amount $ - $ -
---------------------------------------------
F-11
CREENERGY CORPORATION
(A Development stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
February 28, 2011
(Unaudited)
The composition of the Company's deferred tax asset as at February 28,
2011 and November 30, 2010 are as follows:
November 30, 2010
February 28, 2011 (Audited)
-----------------------------------------
Net operation loss carry-forward $ 125,727 116,675
Statutory federal income tax rate 35% 35%
Deferred tax assets 44,004 40,836
Less: Valuation allowance (44,004) (40,836)
-----------------------------------------
Net Deferred Tax Assets $ - $ -
-----------------------------------------
The potential income tax benefit of these losses has been offset by a
full valuation allowance.
As at February 28, 2011, the Company has an unused net operating loss
carry forward balance of approximately $125,727 that is available to
offset future taxable income. This unused net operation loss carry
forward balance for income tax purposes expires as follows:
$
2025 2,680
2026 14,178
2027 37,588
2028 28,450
2029 6,389
2030 27,390
2031 9,052
---------------------
125,727
---------------------
8. DISCONTINUED OPERATIONS AND NEW DEVELOPMENTS
The Company's attempts over the past years to build a business that
provides a website where members and customers are able to bid on and
purchase pieces of art.hadart had not come to fruition so management decided
to change the business focus and look for other opportunities.
Therefore, management decided to discontinue selling art pieces and
reflect such discontinuance in its operating statement and cash flow
statements effective June 25, 2010.
Management decided on that date to focus on new business development in
the form of obtaining leases for the exploration and production of oil
and gas in First Nation areas of northern Alberta, Canada.
F-12
CREENERGY CORPORATION
(A Development stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
February 28, 2011
(Unaudited)
During the nine-monththree month period ending August 31, 2010ended February 28, 2011 and the ninethree
month period ending August 31, 2009,ended February 28, 2010, the Company had $6,042$Nil and $13,110$3,520
in revenue, respectively, related to its discontinued operations.
F-11
CREENERGY CORPORATION
(FORMERLY ONLINE ORIGINALS, INC.)
NOTES TO INTERIM FINANCIAL STATEMENTS
August 31,For the three For the three
month period month period
ended ended
February 28, 2011 February 28, 2010
(Unaudited)
Three-month Three-month Nine-month Nine-month
Period ending Period ending Period ending Period ending
August 31, August 31, August 31, August 31,
2010 2009 2010 2009
Revenue $ - $ 13,110 $ 6,042 $ 13,1103,520
-----------------------------------
Expenses
Depreciation and amortization - 682 477 2,496
Office and administration 40 83 1,694 362
Professional fees - 792
-----------------------------------
- - -
---------------------------------------------------------
40 765 2,171 2,858
---------------------------------------------------------1,269
-----------------------------------
Net Profit (Loss) from Discontinued Operations $ (40)- $ 12,345 $ 3,871 $ 10,252
=========================================================2,251
===================================
6 CHANGE OF NAME9. CONTINGENCY
On July 7,November 22, 2010, our Board of Directors authorized the Company to change
our name to CEENERGY Corporation. On July 29, the name change became
effective upon the filingwas served with a claim filed by a
former director and officer of the AmendmentCompany. The claim alleges that the
former director and officer of the ArticlesCompany suffered losses and damages
as a result of Incorporationthe failure of the Company in providing him with
corporate documents and implementing a change of the Secretaryboard of
Statedirectors. The Company has retained legal counsel to address the claim.
On December 8, 2010, the Company filed a Statement of Nevada.
F-12Defense
requesting that the claim be dismissed. In the opinion of management,
this claim is without merit and the Company intends to defend this
claim vigorously. As a loss is not deemed probable, and as such, no
accruals have been made as of February 28, 2011.
10. COMPARATIVE FIGURES
Certain comparative figures have been adjusted to conform to the
current period's presentation.
11. SUBSEQUENT EVENT
There are no reportable events during the period from the three month
period ended February 28, 2011 to the date the interim financial
statements are available to be issued on April 8, 2011.
F-13
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results, or other developments.
Forward-looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic, and competitive,
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward-looking
statements made by or on our behalf. We disclaim any obligation to update
forward-looking statements.
The following discussion of the plan of operation, financial condition, results
of operations, cash flows and changes in financial position of our Company
should be read in conjunction with our most recent financial statements and
notes appearing elsewhere in this Quarterly Report on Form 10-Q, our Schedule
14C Information Statement filed July 7, 2010, our Quarterly Report on Form 10-Q
filed on July 19, 2010, our Quarterly Report on Form 10-Q filed on April 13,
2010, and our Annual Report on Form 10-K filed on March 10, 2010.11, 2011.
The independent registered public accounting firm's reportfirms' reports on the Company's
financial statements as of November 30, 2009,2010, and for each of the years in the
two-year period then ended; include a "going concern" explanatory paragraph that
describes substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to the factors prompting the explanatory
paragraph are discussed below and also in Note 21 to the unaudited quarterly
financial statements.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
DISCONTINUED OPERATIONS AND NEW DEVELOPMENTS
Since the Companies inception, the Company's business plan was to develop a membership based
website art gallery/auction house specifically focused on displaying and selling
original artwork. The Company has attemptedchanged its status from a development stage
company to build aan operating company on November 30, 2009. Management realized that
the results of operations from the sale of artwork was lack-luster, and it was
decided to change the Company's business that provides a website where membersfocus and customers are ableplan for other strategic
opportunities and discontinued the sale of artwork to bid on and
purchase pieces of art. However, as ofbe effective June 25,
2010. Effective June 26, 2010, the Company has abandoned
that segment/started to focus on a new business
and is now focused ondevelopment. On July 29, 2010, the Company's name changed from Online Originals,
Inc. to Creenergy Corporation. The name change was intended to convey a sense of
the Company's new business; obtainingbusiness focus as it looks to pursue other opportunities.
Specifically, the Company intends to obtain leases for the exploration and
production of oil and gas in First Nation areas of northern Alberta, Canada.
A new business plan is being developed.Canada and the United States. At the date
of this filing, the Company
has identified prospective lease opportunities; however,Quarterly Report, the Company has not yet
begun any discussions withidentified any prospects or
entered into any leases or agreements.
On July 7, 2010,Creenergy Corporation is a development stage oil and gas company that is engaged
in the development and exploration for natural resources. The Company is active
in Canada and the United States and is seeking to acquire properties that are
prospective for petroleum and natural gas and related hydrocarbons. The
prospects the Company filed a Definitive Information Statement on
Schedule 14Cintends to amend the articles of incorporation as follows:
1. To authorize the Company to change the name to CREENERGY Corporation,
2. To authorize a forward split of common stock issuedtarget are those properties that are generally
under leases and outstanding on a
thirty (30) new shares for one (1) old shares basis,include partial and 3. To increase the authorized common sharesfull working interests. It is intended that
in all of the company from 75,000,000
sharescore properties, Creenergy will be the operator and majority
interest owner. It is understood that, the prospects are subject to varying
royalties due to the state, province, territory, or federal governments and, in
some instances, to other royalty owners in the prospect.
Principal Products and Services
-------------------------------
Currently, we have not acquired any leases or working interests. We do not have
any production.
14
Markets.
-------
The availability of common stocka ready market for oil and gas discovered, if any, will
depend on numerous factors beyond the Company's control, including the proximity
and capacity of refineries, pipelines, and the effect of provincial regulation
of production and of regulations of products sold in interstate commerce, and
recent intrastate sales. The market price of oil and gas are volatile and beyond
the Company's control. The market for natural gas is also unsettled, and gas
prices have increased dramatically in the past four years with substantial
fluctuation, seasonally and annually.
There generally are only a limited number of gas transmission companies with
existing pipelines in the vicinity of a gas well or wells. In the event that
producing gas properties are not subject to 675,000,000 sharespurchase contracts or that any such
contracts terminate and other parties do not purchase the Company's gas
production, there is no assurance that Creenergy will be able to enter into
purchase contracts with any transmission companies or other purchasers of
common stock.
Such proposals have been approved bynatural gas and there can be no assurance regarding the majority shareholdersprice which such
purchasers would be willing to pay for such gas. There presently exists an
oversupply of gas in the certain areas of the Company.
The name change became effective July 29, 2010, uponmarketplace due to pipeline
capacity, the filingextent and duration of which is not known. Such oversupply may
result in restrictions of purchases by principal gas pipeline purchasers.
Effect of Changing Industry Conditions on Drilling Activity.
-----------------------------------------------------------
Lower oil and gas prices have caused a decline in drilling activity in the U.S.
from time to time. However, such reduced activity has also resulted in a decline
in drilling costs, lease acquisition costs and equipment costs, and an
Amendmentimprovement in the terms under which drilling prospects are generally available.
Creenergy cannot predict what oil and gas prices will be in the future and what
effect those prices may have on drilling activity in general, or on its ability
to generate economic drilling prospects and to raise the Articles of Incorporationnecessary funds with
the Secretary of State of Nevada.
Since we intendwhich to operate with very limited administrative support, our
officers will continue to be responsible for these tasks for at least the next
six (6) months.
13
drill them.
Material Changes in Financial Condition
The Company's decision to discontinue the operations of its web based business
resulted in all financial data pertaining directly to the operations relative to
that business to be collapsed with the net amount reported separately from the
continuing operations. This collapsing effect was used to restate the financials
for all periods presented.
At August 31, 2010,February 28, 2011, our cash balance was $4,485.$2,039. In addition, we have prepaid
expenses of $1,109.$200. Cash on hand is currently our only source of liquidity. We do
not have any lending arrangements in place with banking or financial
institutions and we do not anticipate that we will be able to secure these
funding arrangements in the near future.
At August 31, 2010,February 28, 2011, we had a working capital deficit of $13,817$32,228 compared to a
working capital deficit of $8,950$22,843 at November 30, 2009.2010. At August 31, 2010,February 28, 2011,
our total assets consisted of cash of $4,485$2,039 and prepaid expenses of $1,109.$200. This
compares with total assets at November 30, 20092010, which consisted of cash of
$2,841,$6,090, and prepaid expenses of $109 and capital assets of $476.$200.
At August 31, 2010,February 28, 1011, our total current liabilities increased to $19,411$34,467 from
$11,900$29,133 at November 30, 2009.2010. During the ninethree months ended August 31, 2010,February 28, 2011,
accounts payable and accrued liabilities increased by $7,511.$5,334.
We believe our existing cash balances will not be sufficient to carry our normal
operations over the next three (3) months. Our short and long-term survival is
dependent on sales of securities as necessary or from shareholder loans, and
thus, to the extent that we require additional funds to support our operations
or the expansion of our business, we will attempt to sell additional equity
shares or issue debt. Any sale of additional equity securities will result in
dilution to our stockholders. Continuing events in worldwide capital markets may
make it more difficult for us to raise additional equity or capital. There can
be no assurance that additional financing, if required, will be available to us
or on acceptable terms.
Result of Operations
For The Three Months Ended August 31, 2010February 28, 2011 Compared To The Three Months Ended
August 31, 2009.February 28, 2010.
We recognized nil revenues from operational sales during the three months ending
August 31,February 28, 2011. We do not show any cumulative revenue amounts since
re-entering the development stage on June 26, 2010.
During the three months ended August 31, 2010,February 28, 2011, operating expenses were $17,843
which$9,385
compared to $2,995 for the three months ended February 28, 2010. The increase of
$6,390 was due to increase in our operational activities over the prior period.
Operating expenses during the three months ended February 28, 2011, consisted of
professional fees of $16,612,$8,991 and office and administration costs of $1,231.$394 compared
15
to professional fees of $2,835 and office and administration fees of $160
incurred for the three months ended February 28, 2010.
We recognized a net loss of $17,883$9,385 for the three months ended August 31, 2010.
ThisFebruary 28, 2011,
compared to a net loss includes a loss of $40 which comes from our discontinued
operations (Note 5). This compares to a profit of $10,327$2,995 for the three months ended August 31, 2009, which includes a net profit of $12,345 from discontinued
operations as shown in discontinued operations (Note 5).
ForFebruary 28, 2010.
The Nine Months Ended August 31, 2010, Compared To The Nine Months End
August 31, 2009.
We show nil revenues from operational sales during the nine months ending August
31, 2010.
For the nine months ended August 31, 2010, operating expenses were $25,221,
which consisted of professional fees of $23,865, and office and administration
costs of $1,356.
We recognized a netcumulative loss of $21,350$35,724 is for the nine months ended August 31, 2010.
This net loss includes a net profit of $3,871 from our discontinued operations
(Note 5). This comparesperiod June 26, 2010, to a profit of $3,203 for the nine months ended August
31, 2009, which includes a net profit of $10,252 from our discontinued
operations as shown in Discontinued Operations (Note 5).February 28,
2011,
Off-Balance Sheet Arrangements
We currently do not have any off-balance sheet arrangements.
14
Critical Accounting Policies and Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles in the United States requires
management to make assumptions and estimates that affect the reported amounts of
assets, liabilities, revenues and expenses as well as the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. The
following is a summary of the significant accounting policies and related
estimates that affect the Company's financial disclosures.
Revenue Recognition
Revenues are recognized when persuasive evidence of an arrangement
exists, delivery has occurred (or service has been performed), the
sales price is fixed and determinable and collectability is reasonably
assured. Revenue recognition from consignment inventory consists of
commission income.
Foreign Currency Translations
The functional currency is the Canadian dollar and the reporting
currency is the U.S. dollar. At each balance sheet date, assets and
liabilities that are denominated in a currency other than U.S. dollars
are adjusted to reflect the current exchange rate which may give rise
to a foreign currency translation adjustment accounted for as a
separate component of shareholders' equity and included in other
comprehensive loss.
Revenues and expenses are translated at the average daily rate for the
year covering the financial statement year to approximate the rate of
exchange on the transaction date. Exchange gains and losses are
included in the determination of net income (loss) for the period.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the
Company is not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the 1934 Act). Based on this
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in reports that we file or submit
under the 1934 Act is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and
forms.
16
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. 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.
Management's assessment of the effectiveness of the small business issuer's
internal control over financial reporting is as of the quarter ended August 31,
2010.February
28, 2011. We believe that our internal control over financial reporting was not
effective due to material weaknesses in the system of internal control.
Specifically, management identified the following control deficiency:
The Company has installed accounting software that does not prevent
erroneous or unauthorized changes to previous reporting periods and
does not provide an adequate audit trail of entries made in the
accounting software.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended August 31, 2010,February 28, 2011, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.On November 22, 2010, the Company was served with a claim filed by a former
director and officer of the Company. The claim, filed in the court of Queen's
Bench of Alberta, Canada, alleges that the former director and officer of the
Company suffered losses and damages as a result of the failure of the Company in
providing him with corporate documents and implementing a change of the board of
directors. The Company has retained legal counsel to address the claim. On
December 8, 2010, the Company filed a Statement of Defense requesting that the
claim be dismissed. The Company intends to defend this claim vigorously.
Other then the above preceding, the Company is not a party to any other pending
legal proceedings, nor is the Company aware of any civil proceeding or
government authority contemplating any legal proceeding as of the date of this
filing.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
15
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. REMOVED AND RESERVED.
17
Item 5. Other InformationOTHER INFORMATION
None.
Item 6. ExhibitsEXHIBITS
(a) Pursuant to Item 601 of Regulation S-K, the following exhibits are included
herein.
Exhibit
Number Description
31.1 Section 302 Certification - Chief Executive Officer.
31.2 Section 302 Certification -Officer and Chief
Financial Officer.
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Chief
Executive Officer.
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 -Officer and Chief Financial Officer.
16
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on this 20th12 day of October, 2010.April,
2011.
CREENERGY CORPORATION
Date: October 20, 2010April 12, 2011 By: /s/ David Calahasen
---------------------------------------------Shari Sookarookoff
----------------------
Name: David CalahasenShari Sookarookoff
Title: President/Chief Executive Officer Date: October 20, 2010 By: /s/ Shari Sookarookoff
---------------------------------------------
Name: Shari Sookarookoff
Title:and
Chief Financial (Accounting) Officer
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