Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended January 31, 2008 | | Commission File Number 333-132236 |
LODGE BAY OIL & GAS CORP.
(Exact name of small business issuer as specified in its charter)
Nevada | | 98-0441419 | |
(State or other jurisdiction of | | (IRS Employer | |
incorporation or organization) | | Identification No.) | |
314 – 837 West Hastings St, Vancouver, BC | | V6C 2T5 | |
(Address of Principal Executive Offices) | | (Zip Code) | |
(604) 908-4925
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 is a shell company (as defined in rule 12b-2 of the Exchange Act).
Yes No X
Applicable only to issuers involved in bankruptcy proceedings during the preceding five years
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
Yes No
Applicable only to corporate issuers
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. As of January 31, 2008 the Company had 1,600,000 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format:
Yes No X
Table of Contents
PART I FINANCIAL INFORMATION | |
Item 1 | Financial Statements............................................................................................ | |
Item 2. | Plan of Operation................................................................................................ | |
Item 3. | Controls and Procedures..................................................................................... | |
Part II OTHER INFORMATION | |
Item 1. | Legal Proceedings............................................................................................... | |
Item 2. | Changes in Securities and Use of Proceeds.......................................................... | |
Item 3. | Defaults Upon Senior Securities........................................................................... | |
Item 4. | Submission of Matters to a Vote of Securities Holders......................................... | |
Item 5. | Other Matters...................................................................................................... | |
Item 6. | Exhibits................................................................................................................ | |
| Signatures............................................................................................................. | |
Item 1. Financial Statements
Lodge Bay Oil and Gas Corp.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
January 31, 2008
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
NOTE TO THE FINANCIAL STATEMENTS
Lodge Bay Oil and Gas Corp.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
| | January 31, | | October 31, |
| | 2008 | | 2007 |
| | | | |
ASSETS | | | | |
Current | | | | |
Cash | $ | - | $ | 5 |
|
| $ | - | $ | 5 |
======================================================================== |
| | | | |
| | | | |
LIABILITIES | | | | |
| | | | |
Current | | | | |
Accounts payable and accrued liabilities | $ | 12,528 | $ | 8,142 |
Due to related party | | 229,056 | | 236,338 |
|
| | 241,584 | | 244,480 |
|
| | | | |
STOCKHOLDERS’ DEFICIT | | | | |
| | | | |
Common Stock | | | | |
Authorized: | | | | |
90,000,000 common shares with a par value of $0.001 and 10,000,000 preferred shares with $0.001 par value | | | | |
| | | | |
Issued and Outstanding: | | | | |
1,600,000 common shares (October 31, 2007: 1,600,000) | | 1,600 | | 1,600 |
Additional paid-in capital | | 59,400 | | 59,400 |
Deficit Accumulated During the Exploration Stage | | (302,584) | | (305,475) |
|
| | | | |
| | (241,584) | | (244,475) |
|
| | | | |
| $ | - | $ | 5 |
======================================================================== |
The accompanying note is an integral part of these financial statements
4
Lodge Bay Oil and Gas Corp.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | Cumulative from |
| | Three monthsended | | Three monthsEnded | | November 22, 2004 (Inception) |
| | January 31, 2008 | | January 31, 2007 | | to January 31, 2008 |
| | | | | | |
EXPENSES | | | | | | |
Foreign exchange (gain) loss | $ | (11,254) | $ | - | $ | 33,545 |
Impairment of oil and gas property | | - | | - | | 202,603 |
Office and general | | 89 | | 480 | | 8,097 |
Professional fees | | 8,274 | | 5,477 | | 58,339 |
|
|
| | | | | | |
NET (INCOME) LOSS | $ | (2,891) | $ | 5,957 | $ | 302,584 |
=============================================================================== |
| | | | | | |
| | | | | | |
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE | $ | (0.00) | $ | 0.00 | | |
================================================================ |
| | | | | | |
| | | | | | |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | 1,600,000 | | 1,600,000 | | |
================================================================ |
The accompanying note is an integral part of these financial statements
5
Lodge Bay Oil and Gas Corp.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | Three months ended | | Three months ended | | Cumulative from November 22, 2004 (Inception) |
| | January 31, 2008 | | January 31, 2007 | | to January 31, 2008 |
| | | | | | |
Cash Flows from Operating Activities | | | | | | |
Net income (loss) | $ | 2,891 | $ | (5,957) | $ | (302,584) |
Adjusted for items not affecting cash: Foreign exchange (gain)loss for due to related party | | (11,254) | | - | | 33,545 |
Impairment of oil and gas property | | | | | | 202,603 |
Change in non-cash working capital balance related to operations: | | | | | | |
Accounts payable and accrued liabilities | | 4,386 | | (2,636) | | 12,528 |
|
|
Net cash used in operations | | (3,977) | | (8,593) | | (53,908) |
|
|
| | | | | | |
Cash Flows from Investing Activities | | | | | | |
Oil and Gas Property | | - | | - | | (247,402) |
|
|
Net cash used in investing activities | | - | | - | | (247,402) |
|
|
| | | | | | |
Cash Flows from Financing Activities | | | | | | |
Capital stock issued | | - | | - | | 61,000 |
Due to related party | | 3,972 | | 7,977 | | 240,310 |
|
|
Net cash provided by financing activities | | 3,972 | | 7,977 | | 301,310 |
|
|
| | | | | | |
Decrease In Cash | | (5) | | (616) | | - |
| | | | | | |
Cash, Beginning | | 5 | | 720 | | - |
|
|
| | | | | | |
Cash, Ending | $ | - | $ | 104 | $ | - |
================================================================================ |
| | | | | | |
| | | | | | |
Supplementary Cash Flow Information | | | | | | |
Cash paid for: | | | | | | |
Interest | $ | - | $ | - | $ | - |
Income taxes | $ | - | $ | - | $ | - |
================================================================================ |
The accompanying note is an integral part of these financial statements
6
1. Basis of Presentation
Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to financial statements for the year ended October 31, 2007 included in the Company’s Report on Form 10-KSB filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three month s ended January 31, 2008 are not necessarily indicative of the results that may be expected for the year ended October 31, 2008.
Item 2. Management's Discussion and Analysis or Plan of Operations
Cautionary Statement Regarding Forward-looking Statements
This report may contain "forward-looking" statements. Examples of forward-looking statements include, but are not limited to: (a) projections of our revenues, capital expenditures, growth, prospects, dividends, capital structure and other financial matters; (b) statements of our plans and objectives; (c) statements of our future economic performance; (d) statements of assumptions underlying other statements and statements about us and our business relating to the future; and (e) any statements using the words "anticipate," "expect," "may," "project," "intend" or similar expressions.
This section must be read in conjunction with the financial statements included in this Quarterly Report.
Plan of Operation
Lodge Bay Oil & Gas Corp., a Nevada corporation, was incorporated on November 22, 2004. The Company has been engaged in the exploration, development, acquisition and operation of oil and gas properties. Because these activities are capital intensive and because the assets and financial resources of the Company are limited, we are conducting our business by purchasing small interests in oil and gas exploration and production ventures. Currently we are not involved in any projects.
For the three months ending January 31, 2008 the Company had no revenue, as was the case for the three months ending January 31, 2007.
Our net cash used by operating activities for the three months ended January 31, 2008 was $(3,977) compared with $8,593 for the three months ended January 31, 2007. Our management believes that to continue to conduct our business beyond the next financial quarter and to acquire additional interests in oil and gas projects, we will need additional funding from:
- the offer and sale of our capital stock;
- loans in addition to the $229,056 already borrowed from the Company’s president, Mr. Barry Swanson;
- revenues from our working interests, if they ever materialize.
Funding from any or all of these sources will have to be sufficient to pay our day to day operational needs and then, in addition, supply necessary funds for acquisitions. There is no guarantee that required funds will be available to us for these purposes. The Company may participate in an additional Farmout agreement with Odin Capital in the next 12 months and additional funds would need to be raised through one of the methods listed above. Furthermore, the Company is researching and evaluating other business opportunities in North America.
The Company does not expect to purchase or sell any plant or significant equipment, nor increase our number of employees (currently the Company has no employees), during the next 12 months.
Off Balance Sheet Arrangements
N/A
Item 3. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
The Company's chief executive officer and chief financial officer have evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this quarterly report. Based on that evaluation, the chief executive officer and chief financial officer have concluded that the
Company’s disclosures and procedures are effective. Also, based on that evaluation, the chief executive officer and chief financial officer have concluded that the Company's disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 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 by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Controls.
The Company’s chief executive officer and chief financial officer have concluded that there were not significant changes in the Company’s internal controls or other factors that could significantly affect those controls subsequent to the date of their evaluation. There were no control actions with regard to significant deficiencies and material weaknesses. There has been no material change in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 that occurred during the Company’s fiscal quarter for which this report is filed that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II OTHER INFORMATION
Item 1. Legal Proceedings
N/A
Item 2. Changes in Securities and Use of Proceeds
N/A
Item 3. Defaults Upon Senior Securities
N/A
Item 4. Submission of Matters to a Vote of Securities Holders
N/A
Item 5. Other Matters
N/A
Item 6. Exhibits
31.1 | | Certificate pursuant to Rule 13a-14(a) | |
32.1 | | Certificate pursuant to 18 U.S.C. Section 1350 | |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURE TITLE DATE
/s/ BARRY SWANSON President and Director March 12, 2008
(Principal Executive Officer,
Chief Financial Officer and
Chief Accounting Officer)