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 endedApril 30, 2014
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number000-52010
BLUE SKY PETROLEUM INC.
(Exact name of registrant as specified in its charter)
| Nevada | N/A |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| 17470 N. Pacesetter Way, Scottsdale, Arizona | 85255 |
| (Address of principal executive offices) | (Zip Code) |
480-305-2041
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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.
[X] YES [ ] 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 (§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).
[X] 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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
[X] YES [ ] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be filed by Sections 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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
102,506,667 common shares issued and outstanding as of June 5, 2014.
Table of Contents
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
3
BLUE SKY PETROLEUM INC.
(An Exploration Stage Company)
CONDENSED FINANCIAL STATEMENTS
April 30, 2014 and January 31, 2014
(Stated in US Dollars)
(Unaudited)
| Condensed Balance Sheets | F–1 |
| Condensed Statements of Operations | F–2 |
| Condensed Statements of Cash Flows | F–3 |
| Notes to Condensed Financial Statements | F–4 – F-6 |
4
BLUE SKY PETROLEUM INC.
(An Exploration Stage Company)
CONDENSED BALANCE SHEETS
(Stated in US Dollars)
| April 30, | January 31, | |||||
| 2014 | 2014 | |||||
| (Unaudited) | ||||||
| ASSETS | ||||||
| CURRENT ASSETS | ||||||
| Cash | $ | 2,218 | $ | 8,178 | ||
| TOTAL CURRENT ASSETS | 2,218 | 8,178 | ||||
| TOTAL ASSETS | $ | 2,218 | $ | 8,178 | ||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||
| CURRENT LIABILITIES | ||||||
| Accounts payable and accrued liabilities | $ | 17,867 | $ | 5,614 | ||
| Due to related party | 60,670 | 54,170 | ||||
| TOTAL LIABILITIES | 78,537 | 59,784 | ||||
| STOCKHOLDERS’ DEFICIT | ||||||
| Capital stock | ||||||
| Authorized 225,000,000 common shares, $0.001 par value, Issued and outstanding 102,506,667 common shares (January 31, 2014 – 102,506,667) | 102,507 | 102,507 | ||||
| Additional paid-in-capital | 495,287 | 495,287 | ||||
| Deficit accumulated during the exploration stage | (674,113 | ) | (649,400 | ) | ||
| TOTAL STOCKHOLDERS’ DEFICIT | (76,319 | ) | (51,606 | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 2,218 | $ | 8,178 | ||
The accompanying notes are an integral part of these unaudited financial statements
F-1
BLUE SKY PETROLEUM INC.
(An Exploration Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Stated in US Dollars)
(Unaudited)
| February 2, | |||||||||
| 2005 | |||||||||
| Three months | Three months | (Inception) to | |||||||
| ended April 30, | ended April 30, | April 30, | |||||||
| 2014 | 2013 | 2014 | |||||||
| Operating expenses | |||||||||
| Donated services | $ | - | $ | - | $ | 4,500 | |||
| Exploration expenses | - | - | 75,000 | ||||||
| Loss on sale of resource property | - | - | 50,000 | ||||||
| Management compensation | 7,500 | 18,000 | 52,500 | ||||||
| Professional fees | 15,784 | 5,593 | 361,126 | ||||||
| General and administrative | 1,429 | 3,201 | 74,121 | ||||||
| Total operating expenses | 24,713 | 26,794 | 617,247 | ||||||
| Net loss before other expenses | (24,713 | ) | (26,794 | ) | (617,247 | ) | |||
| Other expenses | |||||||||
| Loss on settlement of debt | - | - | 56,866 | ||||||
| Total other expenses | - | - | 56,866 | ||||||
| Net loss | $ | (24,713 | ) | $ | (26,794 | ) | $ | (674,113 | ) |
| Basic and diluted loss per share | $ | (0.00 | ) | $ | (0.00 | ) | |||
| Weighted average number of shares outstanding – basic and diluted | 102,506,667 | 102,220,000 |
The accompanying notes are an integral part of these unaudited financial statements
F-2
BLUE SKY PETROLEUM INC.
(An Exploration Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Stated in US Dollars)
(Unaudited)
| February 2, | |||||||||
| 2005 | |||||||||
| Three months | Three months | (Inception) to | |||||||
| ended April | ended April | April 30, | |||||||
| 30, 2014 | 30, 2013 | 2014 | |||||||
| Operating Activities | |||||||||
| Net Loss | $ | (24,713 | ) | $ | (26,794 | ) | $ | (674,113 | ) |
| Adjustments to reconcile net loss to net cash used by operating activities: | |||||||||
| Donated services | - | - | 4,500 | ||||||
| Expenses paid by Company shareholder | - | 120 | 13,360 | ||||||
| Loss on debt settlement | - | - | 56,866 | ||||||
| Loss on sale of resource property | - | - | 50,000 | ||||||
| Changes in working capital: | |||||||||
| Due to related party | 6,500 | - | 23,500 | ||||||
| Accounts payable and accrued liabilities | 12,253 | 2,124 | 17,867 | ||||||
| Net cash used in operating activities | (5,960 | ) | (24,550 | ) | (508,020 | ) | |||
| Investing Activities | |||||||||
| Acquisition of resource property | - | - | (50,000 | ) | |||||
| Net cash used in investing activities | - | - | (50,000 | ) | |||||
| Financing Activities | |||||||||
| Proceeds from notes payable | - | - | 97,278 | ||||||
| Repayment on notes payable | - | - | (20,000 | ) | |||||
| Proceeds from related party payable | - | - | 33,000 | ||||||
| Proceeds from the issuance of capital stock | - | - | 280,000 | ||||||
| Proceeds from stock subscriptions payable | - | - | 169,960 | ||||||
| Net cash provided by financing activities | - | - | 560,238 | ||||||
| Net Changes in Cash | (5,960 | ) | (24,550 | ) | 2,218 | ||||
| Cash at Beginning of Period | 8,178 | 39,309 | - | ||||||
| Cash at End of Period | $ | 2,218 | $ | 14,759 | $ | 2,218 | |||
| Supplemental Disclosures of Cash Flow Information | |||||||||
| Cash Paid For: | |||||||||
| Interest | $ | - | $ | - | $ | - | |||
| Income taxes | $ | - | $ | - | $ | - | |||
| Non-Cash Financing Activities: | |||||||||
| Common stock issued for subscriptions payable | $ | - | $ | - | $ | 169,960 | |||
| Common stock issued for debt settlement | $ | - | $ | - | $ | 86,468 |
The accompanying notes are an integral part of these unaudited financial statements
F-3
BLUE SKY PETROLEUM INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2014 and January 31, 2014
(Stated in US Dollars)
(Unaudited)
1. NATURE OF BUSINESS
The Company was incorporated in the State of Nevada on February 2, 2005. The Company was previously in the business of developing fuel cell products in China. During fiscal 2008, the Company suspended the development of their fuel cell products due to the inability to raise sufficient additional financing. Management is currently focusing on identifying, evaluating and negotiating new business opportunities. Effective July 31, 2012, the Company through a merger with a wholly-owned subsidiary changed its name from Intervia Inc. to Blue Sky Petroleum Inc. (the “Company”).
The Company is considered to be an exploration stage company and has not generated any revenues from operations. The Company’s shares were de-listed from the OTC-BB subsequent to filing the Form 10-Q for the period ended October 31, 2008. The Company has not been in compliance with the filing requirements of the Securities Exchange Commission (“SEC”). The Company is currently in the process of completing all the required filings with the SEC to enable the Company to reinstate its shares for trading on the OTC-BB. The Company will obtain additional funding by borrowing funds from its director and officer, or by private placement of common stock. There can be no assurance that the Company will be successful in its efforts to raise additional financing or if financing is available, that it will be on terms that are acceptable to the Company.
2. GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
Management’s plan to support the Company in its operations and to maintain its business strategy is to raise funds through public offerings and to rely on officers and directors to perform essential functions with minimal compensation. If the Company does not raise all of the money it needs from public offerings, it will have to find alternative sources, such as a second public offering, a private placement of securities, or loans from its officers, directors or others. If the Company requires additional cash and is unable to raise it, it will either have to suspend operations until the cash is raised, or cease business entirely.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
F-4
BLUE SKY PETROLEUM INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2014 and January 31, 2014
(Stated in US Dollars)
(Unaudited)
3. BASIS OF PRESENTATION
Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. 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 has been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 2014 included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. 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 months ended April 30, 2014 are not necessarily indicative of the results that may be expected for the year ending January 31, 2015.
4. RELATED PARTY TRANSACTIONS
During the period ended April 30, 2014, the Company paid or accrued management salaries of $7,500 (January 31, 2014 - $35,000) to a director and a former director of the Company. At April 30, 2014 $60,670 (January 31, 2014 - $54,170) is owed to the Company’s president for compensation, advances and expenses paid by the president.
5. COMMON STOCK
On July 31, 2012, the Company effected a three (3) new for one (1) old forward stock split of authorized and issued and outstanding shares of common stock. The effect of the three-for-one stock split has been applied retroactively to reflect the change.
The Company is authorized to issue 225,000,000 shares of its $0.001 par value common stock. At April 30, 2014 and January 31, 2014, the Company had 102,506,667 and 102,506,667 shares issued and outstanding respectively.
At April 30, 2014 and January 31, 2014 the Company had no issued or outstanding stock options or warrants.
At January 31, 2011, the Company had received $99,960 in advance for the issuance of 36,000,000 shares of common stock at a price of $0.00278 per share. On March 4, 2011, these shares of common stock were issued in full satisfaction of the stock subscription payable.
On July 14, 2011, the Company issued 300,000 shares of capital stock for cash at $0.3333 per share, for an aggregate value of $100,000.
At January 31, 2012, the Company had received $70,000 in advance for the issuance of 420,000 shares of common stock at a price of $0.1667 per share. On February 10, 2012, these shares of common stock were issued in full satisfaction of the stock subscription payable.
At January 31, 2013, the Company had received $110,000 in advance for the issuance of 55,000,000 shares of common stock at a price of $0.002 per share.
During the year ended January 31, 2014, the Company issued 286,667 shares of common stock at a deemed price of $0.50 per share to settle a debt of $86,468.
F-5
BLUE SKY PETROLEUM INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2014 and January 31, 2014
(Stated in US Dollars)
(Unaudited)
6. RESOURCE PROPERTY
Proteus Property
On July 15, 2010, the Company entered into an Option Agreement, wherein it acquired an exclusive option to purchase a 100% interest in the Proteus Property which is located near Cobalt, Ontario, Canada.
The Company was unsuccessful in raising additional capital for this exploration project and therefore does not have sufficient funds to make the required option payments. Consequently, effective August 13, 2012, the Company entered into an assignment agreement among Timber Wolf Gold Inc., a Nevada corporation (“Timber Wolf”) and Gino Chitaroni, wherein the Company has assigned all of its rights, title and interest in and to the option agreement for the Property to Timber Wolf, with no further obligations to the Company.
7. INCOME TAXES
The Company is subject to United States federal and state income taxes at an approximate rate of 34%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:
| 2014 | 2013 | |||||
| Net loss before income taxes | $ | (24,713 | ) | $ | (26,794 | ) |
| Statutory tax rate | 34% | 34% | ||||
| Income tax recovery | (8,402 | ) | (9,110 | ) | ||
| Valuation allowance | 8,402 | 9,110 | ||||
| $ | - | $ | - |
The amount taken into income as deferred income tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide a full valuation allowance against all available income tax loss carry forwards, regardless of their time of expiry.
The Company has not filed income tax returns since inception. Tax authorities prescribe penalties for failing to file certain tax returns and supplemental disclosures. Upon filing there could be penalties and interest assessed. Such penalties vary by jurisdiction and by assessing practices and authorities. As the Company has incurred losses since inception there would be no known or anticipated exposure to penalties for income tax liability. However, certain jurisdictions may assess penalties for failing to file returns and other disclosures and for failing to file other supplementary information associated with foreign ownership, activities, debt and equity positions. Management has considered the likelihood and significance of possible penalties associated with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not be expected to be material. Management’s assessment is subject to uncertainty. All tax years from inception are open to examination by the Internal Revenue Service.
No provision for income taxes has been provided in these financial statements due to the net loss for the periods ended April 30, 2014 and 2013. At April 30, the Company has net operating loss carryforwards, which expire commencing in 2033 The potential tax benefit of these losses may be limited due to certain change in ownership provisions under Section 382 of the Internal Revenue Code (“IRS”) and similar state provisions.
F-6
BLUE SKY PETROLEUM INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
April 30, 2014 and January 31, 2014
(Stated in US Dollars)
(Unaudited)
7. INCOME TAXES (Continued)
IRS Section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income which can be offset by net operating loss carryforwards after a change in control (generally greater than a 50% change in ownership) of a loss corporation. Generally, after a control change, a loss corporation cannot deduct operating loss carryforwards in excess of the Section 382 Limitation. Due to these “change in ownership” provisions, utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. The Company has not concluded its analysis of Section 382 through January 31, 2014, but believes that the provisions will not limit the availability of losses to offset future income.
8. SUBSEQUENT EVENTS
Management has evaluated events occurring between the end of the fiscal quarter, April 30, 2014, to the date when the financial statements were issued.
F-7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
Unless otherwise specified in this quarterly report, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to shares of our common stock.
As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean Blue Sky Petroleum Inc., unless otherwise indicated. We have no subsidiaries.
Corporate Overview
We were incorporated in the State of Nevada on February 2, 2005. Our original business plan was to develop fuel cell technology and produce fuel cells in China for indoor forklifts, scooters, underwater equipment (e.g. shallow underwater sightseeing submarines) that require a small size, longevity of use and silent operation. During fiscal 2008 we suspended the development of our products and business plan until we were able to raise sufficient additional financing.
Since the suspension of our original business plan, our management has been analyzing various alternatives available to our company to ensure our survival and to preserve our shareholders’ investment in our common shares.
On July 31, 2012, we filed Articles of Merger with the Nevada Secretary of State to change the name of the company from “Intervia Inc.” to “Blue Sky Petroleum Inc.”, by way of a merger with our wholly-owned subsidiary Blue Sky Petroleum Inc., which was created solely for the name change.
Also on July 31, 2012, we filed a Certificate of Change with the Nevada Secretary of State to give effect to a forward split of our authorized and issued and outstanding shares of common stock on a 3 new for 1 old basis and, consequently, our authorized capital increased from 75,000,000 to 225,000,000 shares and correspondingly, our issued and outstanding shares of common stock increased from 15,740,000 to 47,220,000 shares of common stock, all with a par value of $0.001. These amendments became effective on August 7, 2012 upon approval from the Financial Industry Regulatory Authority.
Effective September 19, 2012, our stock symbol changed from “ITVA” to “BSKY” to better reflect the new name of our company. The symbol change became effective with the Over-the-Counter Bulletin Board at the opening of trading on September 19, 2012. Our CUSIP number is 09605G 104.
5
The address of our principal executive office is 17470 N. Pacesetter Way, Scottsdale, Arizona, 85255. Our telephone number is 480-305-2041.
Our Current Business
During our last two fiscal years, we have been a company with no operations.
On July 15, 2010, we entered into an option agreement to purchase a 100% undivided right, title and interest in the Proteus property located near Cobalt, Ontario, an area known historically for the mining of silver ore. The Proteus Property consists of three mineral claims comprised of nine units covering approximately 360 acres located in the Larder Lake Mining Division in Ontario, Canada. In order to acquire the Proteus Property pursuant to the agreement, our company was to make the cash payments and incur amounts on exploration and development.
We have been unsuccessful in raising additional capital for this exploration project and therefore do not have sufficient funds to make the required option payments. Consequently, effective August 13, 2012, we entered into an assignment agreement among Timber Wolf Gold Inc., a Nevada corporation, and Gino Chitaroni, wherein we have assigned all of our rights, title and interest in and to the option agreement for the Proteus Property to Timber Wolf, with no further obligations to our company.
We continue to look for properties and opportunities. However, at this time we have not yet been successful in securing a suitable transaction.
Effective May 21, 2013, our company entered into a debt settlement and subscription agreement with Patrick Laferriere, our company’s former officer and director, for the issuance of 286,667 shares of common stock at a deemed price of $0.50 per share to settle debt owed to Mr. Laferriere in the amount of $86,468.
Research and Development
We do not currently have a formal research and development effort. We did not spend any funds on research and development during the last two fiscal years.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve months ending January 31, 2015.
Employees
Currently, we do not have any employees. Additionally, we have not entered into any consulting or employment agreements with our president, chief executive officer, treasurer, secretary or chief financial officer. Our directors, executive officers and certain contracted individuals play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.
We engage contractors from time to time to consult with us on specific corporate affairs or to perform specific tasks in connection with our exploration programs.
Plan of Operation
You should read the following discussion of our financial condition and results of operations together with our unaudited financial statements and the notes to those unaudited financial statements included elsewhere in this filing prepared in accordance with accounting principles generally accepted in the United States. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements.
6
Anticipated Cash Requirements
Based on our net loss of $24,713 incurred during the three month period ended April 30, 2014, our monthly usage rate is approximately $8,238. We estimate our operating expenses and working capital requirements for the twelve month period beginning May 1, 2014 to be as follows:
| Estimated Expenses For the Twelve Month Period ending April 30, 2015 | ||||
| Management compensation | $ | 80,000 | ||
| Professional fees | $ | 20,000 | ||
| General and administrative | $ | 10,000 | ||
| Total | $ | 110,000 |
At present, our cash requirements for the next 12 months outweigh the funds available to maintain our operations or development of any future properties. Of the $110,000 that we require for the next 12 months, we had $2,218 in cash as of April 30, 2014, and a working capital deficit of $76,319. Until we complete another transaction, acquisition or business combination, our cash requirements will be in regards to maintaining our corporate existence, and ensuring compliance with our SEC continuous disclosure obligations, including our financial reporting requirements. In addition, we will require additional capital in order to investigate and conclude any future transaction, acquisition or business combination. In order to improve our liquidity, we plan to pursue additional equity financing from private investors or possibly a registered public offering. We do not currently have any definitive arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our business activities and administrative expenses in order to be within the amount of capital resources that are available to us.
Results of Operations
Three months ended April 30, 2014 compared to three months ended April 30, 2013.
| Three | Three | ||||||
| months | months | ||||||
| ended | ended | ||||||
| April 30, | April 30, | ||||||
| 2014 | 2013 | ||||||
| Revenue | $ | Nil | $ | Nil | |||
| Operating Expenses | $ | 24,713 | $ | 26,794 | |||
| Total Other Expenses | $ | Nil | $ | Nil | |||
| Net Loss | $ | (24,713 | ) | $ | (26,794 | ) |
Our operating expenses for the three month periods ended April 30, 2014 and April 30, 2013 are outlined in the table below:
| Three | Three | ||||||
| months | months | ||||||
| ended | ended | ||||||
| April 30, | April 30, | ||||||
| 2014 | 2013 | ||||||
| Management compensation | $ | 7,500 | $ | 18,000 | |||
| Professional fees | $ | 15,784 | $ | 5,593 | |||
| General and administrative | $ | 1,429 | $ | 3,201 |
Operating expenses for the three months ended April 30, 2014 decreased by 7.8% as compared to the comparative period in April 30, 2013 primarily as a result of decreases in management compensation and general and administrative expenses.
7
Revenue
We have not had any revenues from operations since inception (February 2, 2005). We do not anticipate that we will earn any revenues from operations unless and until we acquire and operate a profitable business. This might never happen and we can offer no assurance that even if we acquire a business that we will ever be profitable.
Liquidity and Capital Resources
Working Capital
| As at | As at | Percentage | |||||||
| April 30, | January 31, | Increase/ | |||||||
| 2014 | 2014 | (Decrease) | |||||||
| Current Assets | $ | 2,218 | $ | 8,178 | (72.9)% | ||||
| Current Liabilities | $ | 78,537 | $ | 59,784 | 31.4 % | ||||
| Working Capital (deficiency) | $ | (76,319 | ) | $ | (51,606 | ) | 47.9 % |
Cash Flows
| Three Months | Three Months | ||||||||
| Ended | Ended | ||||||||
| April 30, | April 30, | ||||||||
| 2014 | 2013 | ||||||||
| Net cash used in operating activities | $ | (5,960 | ) | $ | (24,550 | ) | |||
| Net cash provided by financing activities | $ | Nil | $ | Nil | |||||
| Net cash used in investing activities | $ | Nil | $ | Nil | |||||
| Net decrease in cash | $ | (5,960 | ) | $ | (24,550 | ) |
Operating Activities
Net cash used in operating activities for the three months ended April 30, 2014 was $5,960 compared with $24,550 for the three months ended April 30, 2013. Our management believes that we will need additional funding in order to meet our operating expenses.
Financing Activities
Net cash provided by financing activities for the three months ended April 30, 2014 was $Nil compared with $Nil for the three months ended April 30, 2013.
Investing Activities
Net cash provided by investing activities for the three months ended April 30, 2014 was $Nil compared with $Nil for the three months ended April 30, 2013.
We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed.
Future Financings
We will require additional funds to implement our growth strategy in our new business. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.
8
There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.
The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. 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 has been no material changes in the information disclosed in the notes to the financial statements for the year ended January 31, 2014 included in our company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. 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 months ended April 30, 2014 are not necessarily indicative of the results that may be expected for the full year.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.
As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our reports as of the end of the period covered by this quarterly report.
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Changes in Internal Control over Financial Reporting
During the period covered by this report there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
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Item 6. Exhibits
| Exhibit | Description | |
| Number | ||
| (3) | Articles of Incorporation and Bylaws | |
| 3.1 | Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006) | |
| 3.2 | Bylaws (incorporated by reference to our Registration Statement on Form SB-2 filed on May 8, 2006) | |
| 3.3 | Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on February 12, 2009) | |
| 3.4 | Articles of Merger (incorporated by reference to our Current Report on Form 8-K filed on August 9, 2012) | |
| 3.5 | Certificate of Change (incorporated by reference to our Current Report on Form 8-K filed on August 9, 2012) | |
| (10) | Material Contracts | |
| 10.1 | Option Agreement dated July 15, 2010 (incorporated by reference to our Annual Report on Form 10-K filed on December 16, 2010) | |
| 10.2 | Amending Agreement between our company and Gino Chitaroni dated July 16, 2012 (incorporated by reference to our Current Report on Form 8-K filed on July 18, 2012) | |
| 10.3 | Assignment Agreement between our company, Timber Wolf Gold Inc. and Gino Chitaroni dated August 13, 2012 (incorporated by reference to our Current Report on Form 8-K filed on August 20, 2012) | |
| 10.4 | Subscription Agreement and Debt Settlement between or company and Patrick Laferriere effective May 21, 2013 (incorporated by reference to our Current Report on Form 8-K filed on May 24, 2013) | |
| (14) | Code of Ethics | |
| 14.1 | Code of Ethics (incorporated by reference to our Annual Report on Form 10-KSB filed on May 9, 2008) | |
| (31) | Rule 13a-14(a) / 15d-14(a) Certifications | |
| 31.1* | ||
| (32) | Section 1350 Certifications | |
| 32.1* | ||
| 101** | Interactive Data File | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| * | Filed herewith. |
| ** | Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
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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.
| BLUE SKY PETROLEUM INC. | |
| (Registrant) | |
| Dated: June 6, 2014 | /s/ Michael J. Johnson |
| Michael J. Johnson | |
| President, Chief Executive Officer, Chief Financial | |
| Officer, Secretary, Treasurer and Director | |
| (Principal Executive Officer, Principal Financial Officer | |
| and Principal Accounting Officer) |
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