UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2010
o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from _________ to _________
Commission File Number: 000-52044
MAGNUM OIL, INC.
(Name of Small Business Issuer in its charter)
Nevada | 26-2940624 |
(state or other jurisdiction of incorporation or organization) | (I.R.S. Employer I.D. No.) |
E-2-14 Block E, Plaza Damas
Jalan Hartamas 1, Sri Hartamas
Kuala Lumpur, Malaysia
(Address of principal executive offices)
(603) 525-3380
Issuer’s telephone number
Indicate by check mark whether the registrant (1) filed all repor ts required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
APPLICABLE ONLY TO CORPORATE ISSUERS
As of July 14, 2010 the registrant had 48,400,000 shares of common stock outstanding.
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MAGNUM OIL, INC.
Table of Contents
2
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PART I - FINANCIAL INFORMATION
Safe Harbor Statement
This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements. The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States. It should be read in conjunction with our financial statements and the notes ther eto included elsewhere herein.
Item 1. Financial Statements
The unaudited interim financial statements of Magnum Oil, Inc. (the “Company”, “Magnum Oil”, “we”, “our”, “us”) follow. All currency references in this report are in U.S. dollars unless otherwise noted.
The accompanying Financial Statements of Magnum Oil, Inc. should be read in conjunc tion with the Company's Annual Report on Form 10-K for the year ended February 28, 2009. Significant accounting policies disclosed therein have not changed except as noted below.
3
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MAGNUM OIL, INC.
(A Development Stage Company)
Unaudited
(Express in U.S. Dollars)
May 31, 2010
Consolidated Balance Sheets | F-1 |
F-2 | |
F-3 | |
Consolidated Statements of Cash Flows | F-4 |
F-5 |
4
|
MAGNUM OIL, INC.
(FORMERLY PTM PUBLICATIONS INCORPORATED)
(A Development Stage Company)
Consolidated Balance Sheets
|
| (Unaudited) |
| (Audited) |
|
| As of |
| As of |
|
| May 31 |
| February 28 |
|
| 2010 |
| 2010 |
ASSETS |
|
|
|
|
Current Assets |
|
|
|
|
Cash |
| 648 |
| 2,255 |
Total Current Assets |
| 648 |
| 2,255 |
TOTAL ASSETS |
| 648 |
| 2,255 |
|
|
|
|
|
LIABILITIES & STOCKHOLDERS' EQUITY |
|
|
|
|
Current Liabilities |
|
|
|
|
Accounts Payable |
| 94,866 |
| 91,167 |
Loan Payable - (related pa rty) |
| 23,480 |
| 16,981 |
Total Current Liabilities |
| 118,346 |
| 108,148 |
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
Common stock, ($0.001 par value, 50,000,000 shares authorized; |
|
|
|
|
48,400,000 and 48,400,000shares issued and outstanding |
|
|
|
|
as of May 31, 2010, and May 31, 2009 respectively) |
| 48,400 |
| 48,400 |
Additional paid-in capital |
| 16,600 |
| 16,600 |
Deficit accumulated during development stage |
| (185,286) |
| (173,588) |
Accumulated other comprehensive loss |
|
|
|
|
Foreign currency translation adjustments |
| 2,588 |
| 2,695 |
Total Stockholders' Equity |
| (117,698) |
| (105,893) |
|
|
|
|
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY |
| 648 |
| 2,255 |
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-1
|
MAGNUM OIL, INC.
(FORMERLY PTM PUBLICATIONS INCORPORATED)
(A Development Stage Company)
Consolidated Statements of Operations
| Three months ended |
| Three months ended |
| Inception to | |
| May 31 |
| May 31 |
| May 31 | |
| 2010 |
| 2009 |
| 2010 | |
Revenues &n bsp; |
|
|
|
|
| |
|
|
|
|
|
| |
Revenues | - |
| - |
| 19,295 | |
Total Revenues | - |
| - |
| 19,295 | |
|
|
|
|
|
| |
Operating Costs |
|
|
|
|
| |
Audit & Accounting Fees | 3,000 |
| - |
| 453,408 | |
Legal Fees | 1,657 |
| - |
| 15,336 | |
&n bsp; Filing Fees | 4,934 |
| - |
| 12,552 | |
Administrative Expenses | 107 |
| - |
| 8,707 | |
Wages & Salaries | 2,000 |
| 6,079 |
| 66,085 | |
Website & Magazine | - |
| - |
| 16,295 | |
Printing Expenses | - |
| - |
| 27,915 | |
Rent&Utilities Expense | - |
| - |
| 7,738 | |
Depreciation Expense | - |
| 102 |
| 2,827 | |
Total Operating Costs | 11,698 |
| 6,181 |
| 200,863 | |
|
|
|
|
|
| |
Other Income & (Expenses) | - |
| - |
| - | |
|
|
|
|
|
| |
Foreign Transaction Gain (Loss) | - |
| 354 |
| 890 | |
Disposition/Retirement of Assets Gain (Loss) | - |
| - |
| (4,608) | |
|
|
|
|
|
| |
Total Other Income & (Expenses) | 11,698 |
| (5,827) |
| (3,718) | |
|
|
|
|
|
| |
Net Income (Loss) | (11,698) |
| (5,827) |
| (185,286) | |
Foreign currency translation adjustment | (107) |
| (4,454) |
| 2,588 | |
Comprehensive loss | (11,805) |
| (10,281) |
| (182,698) | |
|
|
|
|
|
| |
Basic earnings per share | (0.00) |
| (0.00) |
|
| |
|
|
|
|
|
| |
Weighted average number of common shares outstanding | 48,400,000 |
| 48,400,000 |
|
| |
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
F-2
|
&n bsp; |
MAGNUM OIL, INC.
(FORMERLY PTM PUBLICATIONS INCORPORATED)
(A Development Stage Company)
Consolidated Statement of Changes in Stockholders' Equity
(Unaudited)
|
|
|
|
|
|
| Deficit |
|
|
|
| |||
|
|
|
|
|
|
| Accumulated |
| Accumulated |
|
| |||
|
|
| Common |
| Additional |
| During |
| Other |
|
| |||
| Common |
| S tock |
| Paid-in |
| Development |
| comprehensive |
|
| |||
| Stock |
| Amount |
| Capital |
| Stage |
| Income (loss) |
| Total | |||
Stock issued for cash on December 14, 2005@ $0.00227 per share | 22,000,000 |
| 22,000 |
| (17,000) |
|
|
|
|
| 5,000 | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Net loss, February 28, 2006 |
|
|
|
|
|
| (983) |
|
|
| (983) | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Foreign currency translation adjustments |
|
|
|
|
|
|
|
| 34 |
| 34 | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Balance, February 28, 2006 | 22,000,000 |
| 22,000 |
| (17,000) |
| (983) |
| 34 |
| 4,051 | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Stock issued for cash during the Quarter ended August 31, 2006 @ $0.0227per share | 26,400,000 |
| 26,400 |
| 33,600 |
|
|
|
|
| 60,000 | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Net loss, February 28, 2007 |
|
|
|
|
|
| - |
|
|
| - | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Foreign currency translation adjustments |
|
|
|
|
|
|
|
| 2,683 |
| 2,683 | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Balance, February 28, 2007 | 48,400,000 |
| $ 48,400 |
| $ 16,600 |
| (983) |
| 2,717 |
| 66,734 | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Net loss, Febru ary 29, 2008 |
|
|
|
|
|
| (52,058) |
|
|
| (52,058) | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Foreign currency translation adjustments |
|
|
|
|
|
|
|
| 350 |
| 350 | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Balance, February 29, 2008 | 48,400,000 |
| 48,400 |
| 16,600 |
| (53,0 41) |
| 3,067 |
| 15,026 | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Net Loss, February 28, 2009 |
|
|
|
|
|
| - |
|
|
| - | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Foreign currency translation adjustments |
|
|
|
|
|
|
|
| 5,893 |
| 5,893 | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Balance, February 28, 2009 | 48,400,000 |
| 48,400 |
| 16,600 |
| (128,350) |
| 9,055 |
| (54,295) | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Net Loss , February 28, 2010 |
|
|
|
|
|
| (45,238) |
|
|
| (45,238) | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Foreign currency translation adjustments |
|
|
|
|
|
|
|
| (6,360) |
| (6,360) | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Balance, February 28, 2010 | 48,400,000 |
| 48,400 |
| 16,600 |
| (173,588) |
| 2,695 |
| (105,893) | |||
|
|
|
|
|
|
|
|
|
|
|
| |||
Net Loss , May 31, 2010 |
|
|
|
|
|
| (11,698) |
|
|
| (11,698) | |||
|
|
|
|
|
|
|
|
| (107) |
| (107) | |||
Balance, May 31, 2010 | 48,400,000 |
| 48,400 |
| 16,600 |
| (185,286) |
| 2,588 |
| (117,698) |
The accompanying notes are an integral part of these financial statements.
F-3
&nbs p; |
MAGNUM OIL, INC.
(FORMERLY PTM PUBLICATIONS INCORPORATED)
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
|
|
| Three months ended |
| Three months ended |
| Inception to | |||||||||||
|
|
| May 31, |
| May 31, |
| May 31, | |||||||||||
|
|
| 2010 |
| 2009 |
| 2010 | |||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES &n bsp; |
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
| |||||||||||
Net income (loss) |
|
| (11,805) |
| (10,281) |
| (182,698) | |||||||||||
Adjustments to reconcile net loss to net cas h |
|
|
|
|
|
|
| |||||||||||
provided by (used in) operating activities: |
|
|
|
|
|
|
| |||||||||||
Depreciation |
|
| - |
| 102 |
| 2,826 | |||||||||||
&n bsp; Increase Loss on Disposition of Assets |
|
| - |
| - | ; | 4,608 | |||||||||||
Foreign transaction loss (gain) |
|
| - |
| - |
| 226 | |||||||||||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
| |||||||||||
|
|
| - |
|
|
| - | |||||||||||
Accounts Receivable (Increase) |
|
|
|
| - |
| - | |||||||||||
Increase in prepaid expenses |
|
| - |
| - |
| - | |||||||||||
Accounts payable |
|
| 3,698 |
| 9,859 |
| 94,865 | |||||||||||
Loan payable - (related party) |
|
| 6,500 |
| 590 |
| 23,480 | |||||||||||
Net cash provided by (used in) operating activities |
|
| (1,607) |
| 270 |
| (56,693) | |||||||||||
|
|
|
|
|
|
|
| |||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
| |||||||||||
Increase in security deposit |
|
| - |
| - |
| - | |||||||||||
Purchase of Fixed Assets |
|
| - |
| - |
| (11,468) | |||||||||||
Disposition of Fixed Assets |
|
| - |
| - |
| 3,337 | |||||||||||
Net cash provided by (used in) investing activities |
|
| - |
| - |
| (8,131) | |||||||||||
|
|
|
|
|
|
|
| |||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
| |||||||||||
Bank Overdraw |
|
| - |
| - |
| - | |||||||||||
Issuance of common stock |
|
| - |
| - |
| 2,200 | |||||||||||
Additional paid-in capital |
|
| - |
| - |
| 62,800 | |||||||||||
|
|
|
|
|
|
|
| |||||||||||
Net cash provided by (used in) financing activities |
|
| - |
| - |
| 65,000 | |||||||||||
|
|
|
|
|
|
|
| |||||||||||
Net increase (decrease) in cash |
|
| (1,607) |
| 270 |
| 176 | |||||||||||
Foreign Exchange Effect |
|
|
|
| (75) |
| 472 | |||||||||||
Cash at beginning of period |
|
| 2,255 |
| 3,068 |
| - | |||||||||||
|
|
|
|
|
|
|
| |||||||||||
Cash at end of period |
|
| 648 |
| 3,263 |
| 648 | |||||||||||
|
|
|
|
|
|
|
| |||||||||||
SUPPLEM ENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
| |||||||||||
Cash paid during year for : |
|
|
|
|
|
|
| |||||||||||
|
|
|
|
|
|
|
| |||||||||||
Interest |
|
| - | - |
| |||||||||||||
|
|
|
| &nb sp; |
| |||||||||||||
Income Taxes |
|
| - | - |
|
The accompanying notes are an integral part of these financial statements.
F-4
|
MAGNUM OIL, INC.
(FORMERLY PTM PUBLICATIONS INCORPORATED)
(A Development Stage Co mpany)
Notes to the Unaudited Consolidated Financial Statements
May 31, 2010
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Magnum Oil, Inc. (Formerly PTM Publications Incorporated) (the “Company”) was incorporated under the laws of the State of Nevada on December 13, 2005. The Company is in the development stage. Its activities to date have includ ed capital formation, organization and development of its business plan. The Company has commenced operations. On July 15, 2010 the company changed its name to Magnum Oil Inc.
The Company operated through its lone subsidiary: PTM Publications Sdn Bhd, a Malaysian Corporation.
The Company decided to cease the operation of subsidiary in January 2010.
Magnum Oil, Inc. (the parent company) is now a holding company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a February year-end.
Basic Earnings per Share
The Company computes earnings (loss) per share in accordance with Accounting Standards Codification (“ASC”) 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC 260 effective December 13, 2005 (inception).
Basic earnings (loss) per share amounts are computed by dividing the net income (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equival ents.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting peri od. Actual results could differ from those estimates.
Stock-Based Compensation
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments ar e accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
F-5
|
&n bsp; |
MAGNUM OIL, INC.
(FORMERLY PTM PUBLICATIONS INCORPORATED)
(A Development Stage Company)
Notes to the Audited Consolidated Financial Statements
May 31, 2010
NOTE 2. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes
Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net c hange during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Comprehensive Income
ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. As May 31, 2010, the Company‘s only component of comprehensive income (loss) was foreign currency translation adjustments.
Recent Accounting Pronouncements
In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855 did not have a material effect on the Company’s financial statements.
In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The accompanying financial statements are presented on a going concern basis. The Company had limited operations during the period from December 13, 2005 (inception) to May 31, 2010 and generated a net loss of $185,286. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Because the Company is currently in the development stage and has minimal expenses, management believes that the company’s current cash of $648 will not be sufficient to cover the expenses they will incur during the next twelve months and that they will need developing operations and may need to raise additional funding to continue operations.
Management plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.
F-6
|
MAGNUM OI L, INC.
(FORMERLY PTM PUBLICATIONS INCORPORATED)
(A Development Stage Company)
Notes to the Audited Consolidated Financial Statements
May 31, 2010
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of common.
NOTE 5 - RELATED PARTY TRANSACTIONS
As of May 31, 2010, there is a total of $23,480 that has been forwarded by an officer of the Company; no specific repayment terms have been established.
NOTE 6 - INCOME TAXES
| As of May 31, 2010 | |
Deferred tax assets: |
| |
Net operating loss carryforwards | $ (185,286) | |
Other | -0- | |
Gross deferred tax assets | 64,550 | |
Valuation allowance | (64,550) | |
Net deferred tax assets | $ -0- |
Realization of deferred tax assets is dependent upon sufficient future taxable income during th e period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.
NOTE 7 - NET OPERATING LOSSES
As of May 31, 2010, the Company has a net operating loss carryforwards of approximately $185,286 Net operating loss carryforward expires twenty years from the date the loss was incurred.
NOTE 8 - STOCK TRANSACTIONS
Transactions, other than employees’ stock issuance, are in accordance with ASC 505. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees’ stock issuance are in accordance with ASC 718. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.
On December 14, 2005, the company issued a total of 22,000,000 shares of $0.000455 par value common stock as founder's shares to Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan and Cheryl Lim Phaik Suan, all of whom are officers and directors of our company. Mr. Jasmin Jayaseelan and Mr. Jefferi Jayaseelan received 8,800,000 shares each, and Ms. Lim received 4,400,000 shares. The shares were issued in exchange for cash in the aggregate amount of $5,000.
In August 2006, the company completed an offering of shares of common stock in accordance with an SB-2 registration statement declared effective by the Securities and Exchange Commission on May 4, 2006. The company sold 26,400,000 shares of common stock, par va lue $0.001, at a price of $0.0227 per share to approximately 32 investors. The aggregate offering price for the offering closed in August 2006 was $60,000, all of which was collected from the offering.
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MAGNUM OIL, INC.
(FORMERLY PTM PUBLICATIONS INCORPORATED)
(A Development Stage Company)
Notes to the Audited Consolidated Financial Statements
May 31, 2010
NOTE 8 - STOCK TRANSACTIONS (Cont’d)
As of May 31, 2010 the Company had 48,400,000 shares of common stock issued and outstanding.
On May 23, 2010 the company received approval from FINRA for a forward split of common share of 22:1. All share amounts have been retroactively adjusted for all periods presented.
NOTE 9 - STOCKHOLDERS’ EQUITY
The stockholders’ equity section of the Company contains the following classes of capital stock as of May 31, 2010: Common stock, $ 0.
On May 23, 2010 the company received approval from FINRA for a forward split of common share of 22:1
001 par value: 50,000,000 shares authorized; 48,400,000 shares issued and outstanding.
NOTE 10 - SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through July 19, 2010, the date of issuance of the unaudited consolidated financial statements.
On June 17, 2010 the Directors of Magnum Oil and PTM Publications approved a plan of merger between the two companies.
Effective July 15, 2010, the Company changed its name from “PTM Publications Incorporated” to “Magnum Oil, Inc.”, by way of a merger with wholly owned subsidiary Magnum Oil, Inc., which was formed solely for the change of name.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Results of Operations
Our financial statements and information for the three months ended May 31, 2010 have been prepared by our Management on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. We generated no revenues during the three months ended May 31, 2010 and have incurred total net losses of $185,286 from inception to May 31, 2010.
Three months Ended May 31, 2010 compared to the Three months Ended May 31, 2009
We incurred net losses of $11,698, or $0.00 per share, for the three-month period ended May 31, 2010, as compared to net losses of $5,827, or $0.00 per share, for the three-month period ended May 31, 2009. The increase was mainly attributed to increases in audit and accounting fees ($3,000 - 2010 compared to $nil – 2009), legal fees ($1,657 - 2010 compared to $nil – 2009) and filing fees ($4,934 - 2010 compared to $nil – 2009). Our other expenses for the three-month period ended May 31, 2010 consisted of administrative expense of $107 ($Nil - 2009) and wages and salaries of $2,000 ($6,079 – 2009).
Liquidity and Capital Resources
At May 31, 2010, we had total assets of $648 which consisting solely of cash in the bank.
Our accounts payable at May 31, 2010 were $94,866. In addition, we have an outstanding loan payment due to an officer, director and shareholder of the Company in the amount of $23,480. This loan balance is non-interest bearing, unsecured and has no fixed terms of repayment.
There are currently no options, warrants, rights or other securities conversion rights issued and/or outstanding.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reason ably 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 is material to stockholders.
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Inflation
The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.
Item 3. Quantitative And Qualitative Disclosures Of Market Risk.
We are a non-accelerated filer and a smaller reporting company, as defined in Rule 12b-2 of the of the Securities Exchange Act of 1934, and as such, are not required to provide the information under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act 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 sole officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2010. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses in our internal control over financial reporting identified in our Annual Report on Form 10-K for the year ended February 28, 2010, the sole officer concluded that our disclosure controls and procedures are ineffective.
Changes in internal controls
We have not yet implemented any of the recommended changes to internal control over financial reporting listed in our Annual Report on Form 10-K for the year ended February 28, 2010. As such, the re were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended May 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 4T. Controls and Procedures.
Not applicable.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
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Item 2. Unregistered Sales of Equity 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
Exhibit Number | Description |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MAGNUM OIL, INC. | ||
Date: July 19, 2010 &nb sp; |
| By: /s/ Patrick DeBlois |
|
| Patrick DeBlois |
|
| President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director |
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