UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter endedOctober 31, 2007
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:333-129664
OUTBACK ENERGY CORPORATION
(formerly Claron Ventures, Inc.)
(Exact name of small business issuer as specified in its charter)
Nevada | 98-0470356 |
(State or other jurisdiction of | (IRS Employer Identification No.) |
incorporation or organization) | |
#2-630 2ND AVE. SASKATOON, SASKATCHEWAN, S7K-2C8 CANADA
(Address of principal executive offices)
(306)-374-1753
(Registrant's telephone number)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 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 [ ]
Number of shares outstanding of Registrant's class of common stock as of December 17, 2007:450,269,014
Authorized share capital of the registrant: 750,000,000 common shares , par value of $0.001and10,000,000
preferred shares, par value of $0.001.
The Company recorded $0 revenue for the quarter ended October 31, 2007
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Table of Contents
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FORWARD-LOOKING STATEMENTS
This Report on Form 10QSB contains forward-looking statements, in particular in our Plan of Operations, that relate to our current expectations and views of future events. These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan or planned” “believe,” “potential,” “continue,” “is/are likely to”, “hope” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS
The forward-looking statements made in this Report on Form 10QSB relate only to events or information as of the date on which the statements are made in this Report on Form 10QSB. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.
AVAILABLE INFORMATION
Outback Energy Corporation files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy documents referred to in this Quarterly Report on Form 10-QSB that have been filed with the Commission at the Commission's Public Reference Room, 100 F Street, N.E., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also obtain copies of our SEC filings by going to the SEC website at http://www.sec.gov
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PART I
Item 1. Financial statements
Outback Energy Corporation
(An Exploration Stage Company)
Financial Statements
October 31, 2007
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Outback Energy Corporation
(An Exploration Stage Company)
Balance Sheet
| | October 31, 2007 | |
| | (Unaudited) | |
ASSETS | | | |
Current assets | | | |
Cash | $ | 11,745 | |
Total current assets | | 11,745 | |
Total assets | $ | 11,745 | |
| | | |
LIABILITIES and SHAREHOLDERS' DEFICIT | | | |
Current liabilities | | | |
Accounts payable and accrued liabilities | $ | 110,080 | |
Accrued interest | | 12,926 | |
Notes payable | | 191,000 | |
Total curent liabilities | | 314,006 | |
Total liabilities | | 314,006 | |
COMMITMENTS | | | |
| | | |
STOCKHOLDERS' DEFICIT | | | |
Capital stock | | | |
Preferred - 10,000,000 shares authorized at $0.001 par value, none issued | | | |
Common - 750,000,00 shares authorized at $0.001 par value | | | |
450,269,014 shares issued and outstanding | | 450,269 | |
Additional paid in capital | | (365,728 | ) |
Deficit accumulated during exploration stage | | (386,802 | ) |
| | | |
Total stockholders' deficit | | (302,261 | ) |
Total liabilities and stockholders' deficit | $ | 11,745 | |
The accompanying notes are an integral part of these unaudited financial statements.
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Outback Energy Corporation
(An Exploration Stage Company)
Statements of Operations
For the three months ended October 31, 2007 and 2006
And for the period from July 7, 2005 [Inception] to October 31, 2007
(Unaudited)
| | Three months ended | | | Period from July 7, | |
| | October 31, | | | 2005 [Inception] to | |
| | 2007 | | | 2006 | | | October 31, 2007 | |
Operating expenses | | | | | | | | | |
Exploration expenses | $ | - | | $ | - | | $ | 18,218 | |
General and administrative | | 76,739 | | | 10,530 | | | 355,658 | |
Loss from operations | | 76,739 | | | 10,530 | | | 373,876 | |
| | | | | | | | | |
Interest expense | | 4,972 | | | - | | | 12,926 | |
| | | | | | | | | |
Net loss | $ | (81,711 | ) | $ | (10,530 | ) | $ | (386,802 | ) |
| | | | | | | | | |
Net loss per share - basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | | | |
| | | | | | | | | |
Weighted average shares outstanding | | 450,269,014 | | | 450,269,014 | | | | |
The accompanying notes are an integral part of these unaudited financial statements.
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Outback Energy Corporation
(An Exploration Stage Company)
Statements of Shareholders' Equity (Deficit)
For the period from July 7, 2005 [Inception] to October 31, 2007
(Unaudited)
| | | | | | | | | | | Accumulated | | | | |
| | Common Stock | | | | | | Deficit during | | | Total | |
| | | | | | | | Additional Paid- | | | Exploration | | | Stockholders' | |
| | Number | | | Amount | | | In Capital | | | Stage | | | Equity (Deficit) | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Balance, at inception | | - | | $ | - | | $ | - | | $ | - | | $ | - | |
Stock issued for cash * | | 390,000,000 | | | 390,000 | | | (375,000 | ) | | - | | | 15,000 | |
Net loss from inception (July 7, 2004) to July 31, 2005 | | | | | | | | | | | (14,193 | ) | | (14,193 | ) |
Balance, July 31, 2005 | | 390,000,000 | | | 390,000 | | | (375,000 | ) | | (14,193 | ) | | 807 | |
Stock issued for cash * | | 60,269,014 | | | 60,269 | | | 9,272 | | | - | | | 69,541 | |
Net loss for year | | - | | | - | | | - | | | (63,298 | ) | | (63,298 | ) |
Balance, July 31, 2006 | | 450,269,014 | | | 450,269 | | | (365,728 | ) | | (77,491 | ) | | 7,050 | |
Net loss for year | | - | | | - | | | - | | | (227,600 | ) | | (227,600 | ) |
Balance, July 31, 2007 | | 450,269,014 | | $ | 450,269 | | $ | (365,728 | ) | $ | (305,091 | ) | $ | (220,550 | ) |
Net loss for the period | | - | | | - | | | - | | | (81,711 | ) | | (81,711 | ) |
Balance, October 31, 2007 | | 450,269,014 | | $ | 450,269 | | $ | (365,728 | ) | $ | (386,802 | ) | $ | (302,261 | ) |
*The common stock issued has been retroactively restated to reflect a forward stock split of 26 new shares for 1 old share, effective November 10, 2006.
The accompanying notes are an integral part of these unaudited financial statements.
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Outback Energy Corporation
(An Exploration Stage Company)
Statements of Cash Flows
For the three months ended October 31, 2007 and 2006
And for the period from July 7, 2005 [Inception] to October 31, 2007
(Unaudited)
| | Three months ended | | | Period from July 7, | |
| | October 31, | | | 2005 [Inception] to | |
| | 2007 | | | 2006 | | | October 31, 2007 | |
| | | | | | | | | |
Cash flows from operating activities | | | | | | | | | |
Net loss | $ | (81,711 | ) | $ | (10,530 | ) | $ | (386,802 | ) |
Adjustments to reconcile net loss to | | | | | | | | | |
net cash used in operating activities: | | | | | | | | | |
Changes in: | | | | | | | | | |
Accrued interest | | 4,972 | | | - | | | 12,926 | |
Accounts payable and accrued expenses | | 35,969 | | | 9,258 | | | 110,080 | |
Cash used in operating activities | | (40,770 | ) | | (1,272 | ) | | (263,796 | ) |
| | | | | | | | | |
Cash flows from financing activities | | | | | | | | | |
Proceeds from notes payable | | 50,000 | | | - | | | 191,000 | |
Proceeds from issue of common stock | | - | | | - | | | 84,541 | |
Cash flows provided by financing activities | | 50,000 | | | - | | | 275,541 | |
| | | | | | | | | |
Net increase (decrease) in cash | | 9,230 | | | (1,272 | ) | | 11,745 | |
| | | | | | | | | |
Cash, beginning of period | | 2,515 | | | 8,480 | | | - | |
| | | | | | | | | |
Cash, end of period | $ | 11,745 | | $ | 7,208 | | $ | 11,745 | |
| | | | | | | | | |
SUPPLEMENTAL CASH DISCLOSURES | | | | | | | | | |
Cash paid for: | | | | | | | | | |
Income taxes | $ | - | | $ | - | | $ | - | |
Interest | $ | - | | $ | - | | $ | - | |
The accompanying notes are an integral part of these unaudited financial statements.
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Notes to Financial Statements, October 31, 2007
The accompanying unaudited interim financial statements of Outback Energy Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.
2. | Nature of operations and going concern |
Outback Energy Corporation (the “Company”) was incorporated in the State of Nevada, United States of America, on July 7, 2005 under the name Claron Ventures, Inc. On December 15, 2006, the Company incorporated a Colorado subsidiary with the name Outback Energy Corporation and merged with it on January 16, 2007 for the purpose of effecting a name change. The Company is listed on the Over-the-Counter Bulletin Board under the symbol OUBE. The Company had limited operations acquiring and exploring mineral interest in British Columbia.
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At October 31, 2007, the Company had not yet achieved profitable operations, has accumulated losses of $386,802 since its inception, has a working capital deficiency of $302,261 and expects to incur further losses in the development of its business, all of which raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
The Company expects to continue to incur substantial losses as it executes its business plan and does not expect to attain profitability in the near future. Since its inception, the Company has funded operations through short-term borrowings and equity investments in order to meet its strategic objectives. The Company's future operations are dependent upon external funding and its ability to execute its business plan, realize sales and control expenses. Management believes that sufficient funding will be available from additional borrowings and private placements to meet its business objectives including anticipated cash needs for working capital, for a reasonable period of time. However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of its business operation.
3. | Notes payable |
| | |
| a. | On November 21, 2006, the Company received $6,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated monthly and is due on demand. Any payments of principal or interest in arrears bear interest at 12% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. At October 31, 2007, interest of $ 681 is accrued on the balance sheet; |
| | |
| b. | On December 4, 2006, the Company received $5,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated monthly and is due on demand. Any payments of principal or interest in arrears bear interest at 12% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. At October 31, 2007, interest of $ 544 is accrued on the balance sheet; |
| | |
| c. | On January 15, 2007, the Company received $100,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated monthly and is due on demand. Any payments of principal or interest in arrears bear interest at 12% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. At October 31, 2007, interest of $9,534 is accrued on the balance sheet; |
| | |
| d. | On June 5, 2007, the Company received $30,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated annually and is due on demand. Any payments of principal or interest in arrears bear interest at |
| | 12% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. At October 31, 2007, interest of $1,460 is accrued on the balance sheet; |
| | |
| e. | On September 18, 2007, the Company received $50,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated annually and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. At October 31, 2007, interest of $707 is accrued on the balance sheet. |
4. | Capital stock |
| | |
| On November 10, 2006, the Company forward split its issued common shares on the basis of twenty-six new shares for one old share. The number of shares referred to in these financial statements has been restated to give retroactive effect on the forward stock split. |
| | |
| On November 10, 2006, the Company increased its authorized capital stock to 750,000,000 shares of common stock and 10,000,000 preferred shares. |
| | |
5. | Related party transactions |
| | |
| a. | The Company entered into a verbal month to month management agreement with its President and director for $1,000 per month, commencing October 2006. During the three month period ended October 31, 2007, $3,000 was paid pursuant to this agreement; |
| | |
| b. | In June 2007, the Company entered into a contract for management services with a company controlled by a director and officer of the Company requiring the payment of $4,000 per month plus applicable taxes for a period of one year expiring on June 30, 2008. This commitment can be terminated by either party with 30 days’ notice. During the three month period ended October 31, 2007, $4,240 was paid and $8,480 was accrued pursuant to this agreement. |
| | |
6. | Commitments |
| | |
| a. | In December 2006, the Company entered into a one year contract for marketing and communications consulting services. In consideration, the Company will pay a monthly retainer of $5,000 per month to cover fees as invoiced. This commitment can be terminated by either party with 30 days’ written notice; |
| | |
| b. | In December 2006, the Company entered into a contract for investor relations services requiring the payment of $10,000 per month expiring on November 30, 2008. This commitment can be terminated by either party with 30 days’ written notice; |
| | |
| c. | On December 6, 2006, the Company entered into an Agreement with PetroHunter Energy Corporation (“PetroHunter”) and its subsidiary, PetroHunter Energy NT Ltd. (“NT”), for the Company’s acquisition of NT in exchange solely for the issuance of 5,000,000 preferred shares (the “Super Voting Preferred Stock”) of the Company, each preferred share to have the equivalent of 100 common share voting rights, and 200,000,000 shares of common stock (in exchange for all of the issued and outstanding shares of NT). It is proposed that the Company would effect a recapitalization such that the number of common shares held by its existing shareholders would not exceed 60,000,000. |
| | |
| | Pursuant to the terms of the Agreement, the Company appointed Matthew R. Silverman and Stephen Schultz as directors concurrently with entering into the Agreement. Completion of the transaction is subject to several conditions, including the completion of satisfactory due diligence by the parties and NT having raised at least $15,000,000 in a private placement by January 10, 2007 in order to complete its acquisition of the Exploration Permits. Under the terms of the Agreement, investors in the $15,000,000 private placement would exchange their interests in NT for common shares of the Company. |
| | |
| | In May 2007, the Mr. Silverman and Schultz resigned as directors of the Company. As at October 31, 2007, the Agreement has expired because the date for closing, January 10, 2007, has passed and the aforementioned conditions were not met. |
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| d. | In June 2007, the Company entered into a contract for management services with a company controlled by a director and officer of the Company requiring the payment of $4,000 per month plus applicable taxes for a period of one year, expiring on June 30, 2008. This commitment can be terminated by either party with 30 days’ notice. |
7. | Subsequent events |
| |
| On November 6, 2007, the Company received $50,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated annually and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. |
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Item 2. Management discussion and analysis or plan of operations
We have not generated any revenues from products, services or operations since the inception of our company. The foregoing analysis should be read jointly with the financial statements, related notes, and the cautionary statement regarding forward-looking statements, which appear elsewhere in this filing.
The following Risk Factors summarize some of the risks inherent in our business and to our company in particular:
Risks Related to our Business
Investors should carefully consider the risks described below before deciding whether to invest in our common stock. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently believe are immaterial may also impair our business operations and financial results. If any of the following risks actually occurs, our business, financial condition or results of operations could be adversely affected. In such case, the trading price of our common stock could decline and you could lose all or part of your investment. Our filings with the Securities and Exchange Commission also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks we face described below. See "Forward-Looking Statements."
Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.
We have a limited operating history. As such, our historical operating results may not provide a meaningful basis for evaluating our business, financial performance and prospects. We may not be able to achieve a similar growth rate in future periods. Accordingly, you should not rely on our results of operations for any prior periods as an indication of our future performance.
We have incurred losses in prior periods and may incur losses in the future.
We incurred a net loss in all prior financial periods and we have not yet completed a financial year in our contemplated new business. We have a history of operating losses, expect to continue to incur losses, and may never be profitable, and we must be considered to be in the exploration stage. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred losses from operations totaling $81,711 for the quarter ended October 31, 2007. As of October 31, 2007, we have an accumulated deficit of $386,802 and a working capital deficit of $302,261. We do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates.
We will require additional funding in the future.
Based upon our historical losses from operations, we will require additional funding in the future. If we cannot obtain capital through financings or otherwise, our ability to execute our business plan will be greatly limited. Historically, we have funded our operations through the issuance of equity and short-term debt financing arrangements. We may not be able to obtain additional financing on favorable terms, if at all. Our future cash flows and the availability of financing will be subject to a number of variables, including potential production and the market prices of oil and natural gas. Further, debt financing could lead to a diversion of cash flow to satisfy debt-servicing obligations and create restrictions on business operations. If we are unable to raise additional funds, it would have a material adverse effect upon our operations.
Our acquisitions may not be successful.
As part of our business strategy, we intend to acquire oil and gas assets. Such acquisitions may pose substantial risks to our Company, financial condition, and results of operations. In pursuing acquisitions, we will compete with other companies, many of which have greater financial and other resources to acquire attractive properties. If any of these events occur, it would have a material adverse effect upon our operations and results from operations.
A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.
A decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise additional capital for our operations. Because our operations to date have been financed through borrowings and through the sale of equity securities, a decline in the price of our common stock could have an adverse effect upon our liquidity and our continued operations. A reduction in our ability to raise equity capital in the future would have a material adverse effect upon our business plan and operations, including our ability to continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.
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We are a new entrant into the oil and gas industry.
We are a new entrant into the oil and gas industry without operating history. Since December 2006, our activities have been limited to acquiring a oil and gas asset, organizational efforts and obtaining working capital. As a result, there is no information regarding potential production or revenue generation. As a result, our future revenues may be limited.
Properties that we acquire may not produce as projected
Properties or assets that we buy may not produce as projected and we may be unable to determine reserve potential, identify liabilities associated with the properties or obtain protection from sellers against them. One of our growth strategies is to capitalize on opportunistic acquisitions of oil and natural gas reserves. However, our reviews of acquired properties are inherently incomplete because it generally is not feasible to review in depth every individual property involved in each acquisition. A detailed review of records and properties may not necessarily reveal existing or potential problems, nor will it permit a buyer to become sufficiently familiar with the properties to assess fully their deficiencies and potential. Further, environmental problems, such as ground water contamination, are not necessarily observable even when an inspection is undertaken. Acquiring properties with liabilities would have a material adverse effect upon our results of operations.
The potential profitability of oil and gas ventures depends upon factors beyond our control.
The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These and other changes and events may materially affect our financial performance.
Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. The marketability of oil and gas, which may be acquired or discovered, will be affected by numerous factors beyond our control. These factors include, but are not limited to, the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. These factors cannot be accurately predicted and the combination of these factors may result in us not receiving an adequate return on our invested capital.
The oil and gas industry is highly competitive
The oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring assets. We compete with other companies that have greater resources. Many of these companies not only explore for and produce oil and natural gas, but also carry on refining operations and market petroleum and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive oil and natural gas properties and exploratory prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may have a greater ability to continue exploration activities during periods of low oil and natural gas market prices. Our larger competitors may be able to absorb the burden of present and future federal, state, local and other laws and regulations more easily than we can, which would adversely affect our competitive position. Our ability to acquire oil and gas assets and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory prospects and producing oil and natural gas properties.
Our business depends substantially on the continuing efforts of our executive officers and our ability to maintain a skilled labor force, and our business may be severely disrupted if we lose their services.
Our future success depends substantially on the continued services of our executive officers, Trevor Sali and Dennis Mee. We do not maintain key man life insurance on our executive officers. If our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers.
Inability of Our Officers and Directors to Devote Sufficient Time to the Operation of the Business May Limit Our Success.
Presently, the officers and directors of the Company allocate only a portion of their time to the operation of our business. If the business requires more time for operations than anticipated or the business develops faster than anticipated, the officers and directors may not be able to devote sufficient time to the operation of the business to ensure that it continues as a going concern. Even if this lack of sufficient time of our management is not fatal to our existence, it may result in limited growth and success of the business.
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Certain of our officers and directors may be subject to conflicts of interest
Our officers and directors may be subject to conflicts of interest. Our officers and directors serve the Company on a part time basis and may devote part of their time to other business endeavors. These business endeavors as well as other business opportunities should be presented to the Company. Such conflicts include deciding how much time to devote to our affairs, as well as what business opportunities should be presented to the Company. Because of these relationships, our officers and directors may be subject to conflicts of interest.
If we are unable to attract, train and retain technical personnel, our business may be materially and adversely affected.
Our future success depends, to a significant extent, on our ability to attract, train and retain technical personnel. Recruiting and retaining capable personnel, particularly those with expertise in the intermediate forces industry, are vital to our success. There is substantial competition for qualified technical personnel, and there can be no assurance that we will be able to attract or retain our technical personnel. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected.
There is uncertainty as to our ability to enforce civil liabilities both in and outside the United States due to the fact that some of our directors and all of our assets are not located in the United States.
Our office and assets are located in Canada. Our officers and director are located in Canada. As a result, it may be difficult for shareholders to effect service of process within the United States on our officers and directors. In addition, investors may have difficulty enforcing judgments based upon the civil liability provisions of the securities laws of the Unites States or any state thereof, both in and outside of the United States.
Risks Relating to an Investment in our Securities
We have received a going concern opinion from our independent auditors
We have received a going concern opinion from our independent auditors LBB and Associates Ltd., LLP, concerning our July 31, 2007 and 2006 financial statements. The independent auditor's report accompanying our July 31, 2007 and 2006 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that the Company will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders will be materially and adversely affected.
If we grant employee share options and other share-based compensation in the future, our net income could be adversely affected.
The Company may grant share purchase options to employees in the future although it does not have a share based compensation plan in place as of today. If the Company does this, it will account for options granted to our directors and employees in accordance with FASB Statement No. 123 (Revised 2004), “Share-Based Payments,” or SFAS 123R, which requires all companies to recognize, as an expense, the fair value of share options and other share-based compensation to employees. As a result, if we were to grant options to directors and employees, we would have to account for compensation costs for all share options using a fair-value based method and recognize expenses in our consolidated statement of operations in accordance with the relevant rules under U.S. GAAP, which may have a material and adverse effect on our reported earnings. If we try to avoid incurring these compensation costs, we may not be able to attract and retain key personnel, as share options are an important employee recruitment and retention tool. If we grant employee share options or other share-based compensation in the future, our net income could be adversely affected.
We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.
We may face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. In particular, under rules proposed by the SEC on August 6, 2006 we will be required to include management's report on internal controls as part of our annual report for the fiscal year ending July 31, 2008 pursuant to Section 404 of the Sarbanes-Oxley Act. Furthermore, under the proposed rules, an attestation report on our internal controls from our independent registered public accounting firm will be required as part of our annual report for the fiscal year ending July 31, 2009. We are in the process of evaluating our control structure to help ensure that we will be able to comply with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules and regulations is expected to be substantial. We cannot assure you that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely
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affect our reputation, financial condition and the value of our securities.
Shell company
We are a shell company, have no operations and do not generate revenue. We entered into Agreement with PetroHunter Energy Corporation (“PetroHunter”) and its subsidiary, PetroHunter Energy NT Ltd. (“NT”), for the Company’s acquisition of NT. As of the date of this filing, the Agreement with PetroHunter has expired because the date for closing, January 10, 2007, has passed. Since this transaction was not consummated, we will pursue another acquisition of an operating company. There can be no assurance that we will be able to acquire an operating company or business. Further, if we are able to acquire an operating company or business, there is no assurance that we will be able to operate profitably. Although there are many companies that are looking to become public through a reverse acquisition / shell merger, there is competition for attractive acquisition candidates and there can be no assurance that we will be able to find a suitable acquisition.
Investors may face significant restrictions on the resale of our common stock due to federal regulations of penny stock.
As our Common Stock is trading, on the OTC Bulletin Board, it will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our Common Stock is below $4.00 per share.
Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities and Exchange Commission, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.
Nevada law and our articles of incorporation authorize us to issue shares of stock, which shares may cause substantial dilution to our existing shareholders and/or have rights and preferences greater than our common stock.
Pursuant to our Articles of Incorporation, we have, as of the date of this Report, 750,000,000 shares of Common and 10,000,000 shares of preferred stock (“Preferred Stock”) authorized. As of the date of this Report, we have 450,269,014 shares of Common Stock issued and outstanding and NIL shares of Preferred Stock issued and outstanding. As a result, our Board of Directors has the ability to issue a large number of additional shares of Common Stock without shareholder approval, which if issued could cause substantial dilution to our then shareholders.
Additionally, shares of Preferred Stock may be issued by our Board of Directors without shareholder approval with voting powers, and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors, which may be greater than our Common Stock. As a result, shares of Preferred Stock may be issued by our Board of Directors which cause the holders to have super majority voting power over our shares, provide the holders of the Preferred Stock the right to convert the shares of Preferred Stock they hold into shares of our Common Stock, which may cause substantial dilution to our then Common Stock shareholders and/or have other rights and preferences greater than those of our Common Stock shareholders. Investors should keep in mind that the Board of Directors has the authority to issue additional shares of Common Stock and Preferred Stock, which could cause substantial dilution to our existing shareholders. Additionally, the dilutive effect of any Preferred Stock, which we may issue may be exacerbated given the fact that such Preferred Stock may have super majority voting rights and/or other rights or preferences which could provide the preferred shareholders with voting control over us subsequent to this offering and/or provide those holders the power to prevent or cause a change in control. As a result, the issuance of shares of Common Stock and/or Preferred Stock, may cause the value of our securities to decrease and/or become worthless.
The public market for our securities is illiquid and our stock price may be volatile.
Our securities are authorized to trade on the OTC Bulletin Board; however, we can make no assurances that there will be a public market for our Common Stock in the future. If there is a market for our Common Stock in the future, we anticipate that such market would be illiquid and would be subject to wide fluctuations in response to several factors, including, but not limited to:
| (1) | actual or anticipated variations in our results of operations; |
| (2) | our ability or inability to generate new revenues; |
| (3) | increased competition; |
| (4) | conditions and trends in the silver and/or copper industries; and |
| (5) | the market for minerals and metals which we may choose to mine or explore for. |
Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our Common Stock.
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General
Outback Energy Corporation (the “Company”) was incorporated in the State of Nevada, United States of America, on July 7, 2005 under the name Claron Ventures, Inc., and was engaged in the exploration of mineral interest located in British Columbia. The Company no longer intends to pursue this business.
In furtherance of its business goal of acquiring an oil and gas property, on December 6, 2006, the Company entered into an Agreement with PetroHunter Energy Corporation (“PetroHunter”) and its subsidiary, PetroHunter Energy NT Ltd. (“NT”), for the Company’s acquisition of NT in exchange solely for the issuance of 5,000,000 preferred shares (the “Super Voting Preferred Stock”) of the Company, each preferred share to have the equivalent of 100 common share voting rights and 200,000,000 shares of common stock (in exchange for all of the issued and outstanding shares of NT). It is proposed that the Company would effect a recapitalization such that the number of common shares held by its existing shareholders would not exceed 60,000,000.
Pursuant to the terms of this Agreement, the Company appointed Matthew R. Silverman and Stephen Schultz as directors concurrently with entering into the Agreement. Completion of the transaction was subject to several conditions, including the completion of satisfactory due diligence by the parties and NT having raised at least $15,000,000 in a private placement by January 10, 2007 in order to complete its acquisition of the Exploration Permits. Under the terms of the Agreement, investors in the $15,000,000 private placement would exchange their interests in NT for common shares of the Company.
In May 2007, the Mr. Silverman and Schultz resigned as directors of the Company. As at October 31, 2007, the Agreement has expired because the date for closing, January 10, 2007, has passed and the aforementioned conditions were not met.
On December 15, 2006, the Company incorporated a Colorado subsidiary with the name Outback Energy Corporation and merged with it on January 16, 2007 for the purpose of effecting a name change.
The Company intends to seek new business opportunities since its proposed acquisition of NT did not close. As of the date of this Report, the Company has no business operations and a working capital deficiency of $302,261. We have $11,745 in cash. The acquisition of an oil and gas asset assumes that we will raise additional funds through equity or convertible debt. There can be no assurance that the Company will be successful in raising these additional funds and, if the Company is unsuccessful in raising these additional funds, its plans for expanding operations and business activities may have to be curtailed. Any attempt to raise these funds, through debt or equity financing, would likely result in dilution to existing shareholders and / or the granting of security on the assets of the Company, if any
The Company’s future operations are dependent upon the identification and successful completion of additional long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that the Company will be successful. We will continue to evaluate possible business projects and our projected expenditures thereon relative to our available cash and to seek additional means of financing in order to satisfy our working capital and other cash requirements.
Principal Products and Services
The Company did not enter into a definitive agreement with PetroHunter and accordingly was not successful in closing an acquisition of NT. The Company is pursuing acquisition of an operating company. There can be no assurance that we will be able to acquire an operating company or business. The Company’s business focus is to acquire an oil and gas asset.
Results of operations
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 audited financial statements and notes appearing elsewhere in this Form 10-KSB; and Reports on Form 8-K filed during our most recent fiscal year and subsequent to the period end of this fiscal year.
Limited Operating History
There is limited historical financial information about our company upon which to base an evaluation of our future performance. Our company does not have a business, and has yet to generate revenues from operations. We cannot guarantee that we will be successful
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in our contemplated business. We are subject to risks inherent in exploration stage company, including limited capital resources. There is no assurance that future financing will be available to our company on acceptable terms. Additional equity financing could result in dilution to existing shareholders.
Company Description and Overview
In 2005, the Company acquired 100% of the mineral rights of twelve cells claims situated in southwestern British Columbia, spanning over approximately 550 acres and refereed to as the Lucky Todd Claims. The claims do not contain any known reserves or mineral. During the fiscal year ended July 31, 2006, the Company completed preliminary studies on the claims, and extended the rights to 4 of the claims to March 22, 2007, and of the remaining eights cells to July 8, 2007. The Company did not further explore these claims, and did not further extend the rights of the claims. At October 31, 2007, the Company no longer has the rights to the Lucky Todd Claims.
The Company intends to engage in the oil and gas industry. To facilitate this change in business, in December 2006, the Company entered into an Agreement with PetroHunter Energy Corporation (“PetroHunter”) and its subsidiary, PetroHunter Energy NT Ltd. (“NT”), for the Company’s acquisition of NT in exchange solely for the issuance of 5,000,000 preferred shares (the “Super Voting Preferred Stock”) of the Company, each preferred share to have the equivalent of 100 common share voting rights, and 200,000,000 shares of common stock (in exchange for all of the issued and outstanding shares of NT). It is proposed that the Company would effect a recapitalization such that the number of common shares held by its existing shareholders would not exceed 60,000,000.
Pursuant to the terms of the Agreement, the Company appointed Matthew R. Silverman and Stephen Schultz as directors concurrently with entering into the Agreement. Completion of the transaction is subject to several conditions, including the completion of satisfactory due diligence by the parties and NT having raised at least $15,000,000 in a private placement by January 10, 2007 in order to complete its acquisition of the Exploration Permits. Under the terms of the Agreement, investors in the $15,000,000 private placement would exchange their interests in NT for common shares of the Company.
In May 2007, the Mr. Silverman and Schultz resigned as directors of the Company. As at October 31, 2007, the Agreement has expired because the date for closing, January 10, 2007, has passed and the aforementioned conditions were not met.
For the fiscal quarter ended October 31, 2007, we had no revenues and we incurred losses of $81,711, as detailed in the table below.
Expenses - Quarter ended October 31, 2007
Interest expense | $ | 4,972 | | | | |
Investor relations and marketing | | 45,000 | | | | |
Management fees | | 15,720 | | | | |
Office and administrative | | 2,924 | | | | |
Professional fees | | 13,095 | | | | |
| | | | | | |
| $ | 81,711 | | | | |
Plan of Operations
Our future operations are dependent upon the identification and successful acquisition of oil and gas assets, and the completion of long-term or permanent equity financing, the support of creditors and shareholders, and, ultimately, the achievement of profitable operations. There can be no assurances that we will be successful, which would in turn significantly affect our ability to roll out our business plan. There can be no assurance that the Company will be successful in raising these additional funds and, if the Company is unsuccessful in raising these additional funds, its plans for expanding operations and business activities may have to be curtailed.
We continue to operate with very limited administrative support, and our current officers and directors continue to be responsible for many duties to preserve our working capital.
Liquidity and capital resources
As of October 31, 2007, we had $11,745 in cash and working capital deficiency of $302,261. During the quarter ended October 31, 2007, we funded our operations from the issuance of promissory notes. We believe our planned financing activities will provide sufficient working capital to fund our operations for at least the next 12 months. Changes in our acquisition plans or other events may cause us to seek additional equity or debt financing in the future.
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For the quarter ended October 31, 2007, we used $40,770 of cash in operations. Net cash used by operating activities reflected $4,972 in accrued interest and an increase in accounts payable of $35,969.
Financing activities, consisting of issuances of promissory notes, provided $50,000.
Our current cash requirements are limited since we do not have a business. During the second and third quarters of our fiscal year 2008, we expect to need significant cash as we will focus our efforts in completing an acquisition of an oil and gas asset.
Recent Financings
Promissory notes payable
On November 21, 2006, the Company received $6,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated monthly and is due on demand. Any payments of principal or interest in arrears bear interest at 12% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. At October 31, 2007, interest of $ 681 is included in notes payable on the balance sheet.
On December 4, 2006, the Company received $5,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated monthly and is due on demand. Any payments of principal or interest in arrears bear interest at 12% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. At October 31, 2007, interest of $ 544 is included in notes payable on the balance sheet.
On January 15, 2007, the Company received $100,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated monthly and is due on demand. Any payments of principal or interest in arrears bear interest at 12% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. At October 31, 2007, interest of $9,534 is included in notes payable on the balance sheet.
On June 5, 2007, the Company received $30,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated annually and is due on demand. Any payments of principal or interest in arrears bear interest at 12% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. At October 31, 2007, interest of $1,460 is included in notes payable on the balance sheet.
On September 18, 2007, the Company received $50,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated annually and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable. At October 31, 2007, interest of $707 is included in notes payable on the balance sheet.
On November 6, 2007, the Company received $50,000 pursuant to a promissory note. The note is unsecured, bears interest at 12% per annum calculated annually and is due on demand. Any payments of principal or interest in arrears bear interest at 30% per annum calculated annually. Default in payment shall, at the option of the holder, render the entire balance payable.
Critical Accounting Policies
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management of our company to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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 periods.
Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex. Our significant accounting policies are discussed in Note 2 to our consolidated financial statements for the fiscal year ended December 31, 2006 included in this Report. We have identified the following accounting policies, described below, as the most important to an understanding of our current financial condition and results of operations.
Exploration Stage
The Company complies with Financial Accounting Standard Board Statement (“SFAS”) No. 7 for its characterization of the Company as an Exploration Stage Company. The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced.
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Income taxes
The Company accounts for income taxes under SFAS No. 109,Accounting for Income Taxes.Under SFAS No.109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between their financial statement carrying amounts and their respective tax bases. 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
Impairment of Long-lived Assets
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets, the carrying value of intangible assets and other long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. Oil and gas properties accounted for using the full cost method of accounting, a method utilized by the Company, is excluded from this requirement, but will continue to be subject to the ceiling test limitations.
Foreign Currency Translation
Monetary items denominated in a foreign currency are translated into US dollars, the reporting currency, at exchange rates prevailing at the balance sheet date and non-monetary items are translated at exchange rates prevailing when the assets were acquired or obligations incurred. Foreign currency denominated revenue and expense items are translated at exchange rates prevailing at the transaction date. Gains or losses arising from the translations are included in operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, as defined in Item 303(c)(2) of Regulation S-B.
Item 3. Controls and procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as amended (the "Exchange Act"). In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that we are required to apply our judgment in evaluating the benefits of possible controls and procedures relative to our costs.
Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of July 31, 2007, our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
CHANGES IN INTERNAL CONTROLS
There were no changes in our internal control over financial reporting that occurred during the period covered by this Annual Report on Form 10-KSB that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 8B. Other information
None
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PART II – OTHER INFORMATION
Item 1. Legal proceedings
None
Item 2. Changes in securities and use of proceeds
None
Item 3. Defaults upon senior securities
None
Item 4. Submission of matters to a vote of security holders
None
Item 5. Other information
None
Item 6. Exhibits and reports on Form 8-K.
(a) Pursuant to Rule 601 of Regulation SB, the following exhibits are included herein or incorporated by reference.
3.1 | Articles of Incorporation, incorporated by reference from Exhibit 3.1 filed with our Registration Statement on Form SB-2 filed on November 14, 2005, SEC File Number 333-129664. |
3.2 | By-laws, incorporated by reference from Exhibit 3.2 filed with our Registration Statement on Form SB-2 filed on November 14, 2005, SEC File Number 333-129664. |
3.3 | Amendment to Articles filed with the Secretary of State of Nevada, incorporated by reference from Exhibit 3.1 to the Form 8-K filed November 13, 2006. |
3.4 | Amendment to Articles filed with the Secretary of State of Nevada, incorporated by reference from Exhibit 2.1 to the Form 8-K filed January 29, 2007. |
10.1 | Agreement amongst Claron Ventures Inc., PetroHunter Energy Corporation and PetroHunter Energy NT Ltd.., dated December 6, 2006, incorporated by reference from Exhibit 10.1 to our Form 8-K filed December 8, 2006. |
10.2 | Business consultant agreement by and between Outback Energy Corporation. and Part Time CFO Inc., dated June 4, 2007, filed herewith; |
31.1 | Section 302 Certification – Chief Executive Officer |
31.2 | Section 302 Certification – 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 – Chief Financial Officer. |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Outback Energy Corporation |
| | |
| | |
Date: December 17, 2007 | | |
| By: | /s/ Trevor Sali |
| | Trevor Sali |
| | President/CEO |
Date: December 17, 2007 | | |
| By: | /s/ Dennis Mee |
| | Dennis Mee |
| | Chief Financial Officer |
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