United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10Q SB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended December 31 2006
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
Commission file Number 000-52272
ZULU ENERGY CORP.
Exact name of small business issuer as specified in its charter
Colorado 20-3437301
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
1066 West Hastings Street, Suite 2610, Vancouver, BC v6e 3x2
(Address of principal executive office)
(604) 602-1717
Issuer's telephone number
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the registrant filed all documents and reports required
To be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
Securities under a plan confirmed by a court. Yes ____ No ____
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Issuer's
common equity as of the last practicable date: 8,150,000 shares
Transitional Small Business Disclosure Format (check one) Yes ___ No X
1
Item 1.
ZULU ENERGY CORP.
(Formerly Global Sunrise, Inc.)
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
December 31, 2006
(UNAUDITED)
2
ZULU ENERY CORP.
(AN EXPLORATION STAGE ENTERPRISE)
BALANCE SHEETS
AS AT DECEMBER 31, 2006
ASSETS | ||
December 31, | June 30, | |
2006 | 2006 | |
Cash | $ 16,238 | $ 35,940 |
Total Assets | $ 16,238 | $ 35,940 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
Current Liabilities: | ||
Accounts payable | - | 15,000 |
Total Current Liabilities | - | 15,000 |
Stockholders' Equity (Deficit): | ||
Preferred stock, $.0001 par value; authorized 10,000,000, none issued | - | - |
Common stock, $.0001 par value; 100,000,000 shares authorized | ||
52,000,000 shares issued and outstanding at both | ||
December 31, 2006 and June 30, 2006 | 5,200 | 5,200 |
Additional paid in capital | 33,300 | 33,300 |
Deficit accumulated during the exploration stage | (22,262) | (17,560) |
Total Stockholders' Equity (Deficit) | 16,238 | 20,940 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 16,238 | $ 35,940 |
SEE ATTACHED NOTES
F-2
3
ZULU ENERGY CORP.
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
FOR THE THREE MONTH INTERIM PERIOD ENDED DECEMBER 31, 2006
AND FOR THE PERIOD MAY 6, 2005 (INCEPTION)
THROUGH DECEMBER 31, 2006
From May 6, 2005 | |||||
For the three | For the three | For the six | For the six | (Date of inception | |
Months ended | Months endede | months ended | months ended | of exploration stage) | |
December 31, 2006 | December 31, 2005 | December 31,2006 | December 31,2005 | to December 31, 2006 | |
Revenue: | $ - | $ - | $ - | $ - | $ - |
Total Revenue | - | - | - | - | - |
- | - | - | - | - | |
Operating Expenses: | |||||
Mineral exploration costs | 15,500 | 15,500 | |||
General & administrative | 2,185 | 1,020 | 4,702 | 1,036 | 2,060 |
Total Operating Expenses | 2,185 | 1,020 | 4,702 | 16,536 | 17,560 |
NET LOSS |
$ (2,185) | $ (1,020) | $ (4,702) | $ (16,536) | $ (17,560) |
Weighted Average Shares &n bsp; Common Stock Outstanding | 52,000,000 | 33,341,667 | 52,000,000 | 33,341,667 | |
| |||||
| |||||
Net Loss Per Share (Basic and Fully Dilutive) | (0.00) | (0.00) | (0.00) | 0.00) |
F-3
SEE ATTACHED NOTES
4
ZULU ENERGY CORP.
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTH INTERIM PERIOD ENDED DECEMBER, 2006
AND FOR THE PERIOD MAY 6, 2005 (INCEPTION)
THROUGH DECEMBER 31, 2006
For the six | For the six | From May 6, 2005 | ||||
months ended | months ended | (date of inception) | ||||
December 31, | December 31, | to December 31, | ||||
2006 | 2005 | 2006 | ||||
Cash Flows Used in Operating Activities: | ||||||
Net Loss | $ (4,702) | $ (16,536) | $ (22,262) | |||
Adjustments to reconcile net (loss) to net cash provided by operating activities: | ||||||
Issuance of stock for services rendered | - | - | 1,000 | |||
Issuance of stock for mineral claims (expensed) | - | 500 | 500 | |||
(Increase) in accounts payable | (15,000) | 15,000 | - | |||
Net Cash Used in Operating Activities | (19,702) | (1,036) | (20,762) | |||
Cash Flows from Financing Activities: | ||||||
Issuance of common stock | - | 27,000 | 37,000 | |||
Advances to related parties | (20,000) | |||||
Payments from related parties |
|
|
| |||
Net Cash Provided by Financing Activities | - | 7,000 | 37,000 | |||
Net Increase (Decrease) in Cash | (19,702) | 5,964 | 16,238 | |||
Cash at Beginning of Year | 35,940 | - | - | |||
Cash at End of Year | $ 16,238 | $ 5,964 | $ 16,238 | |||
Issuance of stock for services | $ - | $ 1,000 | ||||
Issuance of stock for mineral claims (expensed) | 500 | 500 | ||||
F-4
SEE ATTACHED NOTES
5
ZULU ENERGY CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
AS AT DECEMBER 31, 2006
NOTE 1. BASIS OF PRESENTATION
The interim financial statements of Zulu Energy Corp. ( the Company) for the three month and six month periods ending December 31, 2006 and June 30, 2006 are not audited. The financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently do not include all disclosures required to be in conformity with accounting principles generally accepted in the United States of America.
In the opinion of management, the accompanying financial statements contain all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation of the Company’s financial position as of December 31, 2006 and the results of operations and cash flows for the six months ended December 31, 2006 and June 30, 2006.
The results of operations for the three months and six months ended December 31, 2006 are not necessarily indicative of the results for a full year period.
NOTE 2 – NATURE AND PURPOSE OF BUSINESS
Zulu Energy Corp. formerly Global Sunrise, Inc., (the “Company”) was incorporated under the laws of the State of Colorado on May 6, 2005. The Company’s activities to date have been limited to organization and capital formation. The Company is “an exploration stage company” and is engaged in the business of mineral exploration. The Company has elected June 30 as the end of its fiscal year.
NOTE 3 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION
The Company considers revenue to be recognized at the time the service is performed.
USE OF ESTIMATES
The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the year the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.
EARNINGS PER SHARE
Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrant. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the assumed exercise of common stock equivalents would have an anti-dilutive effect.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes as required by SFAS No. 109 “Accounting for Income Taxes”. SFAS 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minu s the change during the period in deferred tax assets and liabilities.
Deferred income taxes may arise from temporary differences resulting from income and expanse items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no significant deferred tax items arise during any of the periods presented.
CONCENTRATION OF CREDIT RISK:
The Company does not have any concentration of related financial credit risk.
RECENT ACCOUNTING PRONOUNCEMENTS:
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact to its financial statements.
NOTE 4 – MINERAL CLAIM
The Company has entered into an agreement, dated September 24, 2005 to acquire a 100% interest in a total of three mineral claims located in the Red Lake Mining District in Ontario, Canada.
The mineral claims were acquired for $15,500. The amount of $15,000 has been paid and $500 was paid by issuing 5,000,000 shares of common stock of the Company. Management has determined that there is not a reasonable basis for capitalizing the costs of the mineral claims therefore, these costs have been expensed as exploration costs.
NOTE 5 – COMMON STOCK
The Company issued 10,000,000 shares of its common stock on May 6, 2005 to two shareholders in exchange for services rendered valued at $1,000.
The Company issued 5,000,000 shares of its common stock on September 24, 2005 valued at $500 for partial payment of the purchase of three mineral claims (see Note 3).
During the six month period ended September 30, 2006 the Company issued 37,000,000 shares of its common stock in exchange for cash. The shares were valued at $.001 per share for an aggregate value of $37,000.
NOTE 6 – SUBSEQUENT EVENTS
On January 8, 2007 the Board of Directors passed a resolution authorizing a forward split of the issued and outstanding shares of the Company’s common stock on a ten to one (10-1) basis. The shareholders of the Company will receive ten shares of common stock for every one share owned at that date. The total number of common shares outstanding before the split was 5,200,000 and the total number of common shares outstanding after the split was 52,000,000. In addition, the Company changed the authorized shares of common stock to 500,000,000 and changed the par value of the shares to $0.0001 per share.
The financial statements have been prepared retroactively from the date of inception reflecting the stock splits and change in the number of authorized shares.
NOTE – 7 GOING CONCERN
The financial statements have been prepared in conformity with generally accepted accounting principles and contemplate continuation of the Company as a going concern.
The Company has incurred losses since inception and has not been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Continuance of the Company as a going concern is dependent upon obtaining additional working capital through loans and/or addition sales of its common stock. There is no assurance that the Company will be successful in raising this additional capital or achieving profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Item 2.
Managements discussion and Plan of Operations
Our plan of operation for the next twelve months is to complete the recommended phase one and two exploration programs on the Sunrise claims consisting of Laying out a grid, GPS and Magnetometer surveys (phase 1); geochemical sampling, trenching as well as diamond drilling if indicated. We anticipate that these exploration programs will cost approximately $40,000 and $60,000 respectively, with phase three costing $37,500 and phase four costing 225,000.
We expect to commence the phase one and phase two exploration programs in the summer of 2007. Phase 1 should take approximately up to two weeks to complete. We will then undertake the phase 2 work program if weather permits. Phase 3 will be undertaken after a thorough review and evaluation by our consulting geologists and engineers and if recommended will be commenced during the early summer of 2007 and phase four during the late summer or early fall of 2007.
We have cash on hand of $16,283, an amount management considers sufficient to commence a portion of the projected work program and more than the minimum work/expenditure requirements necessary to keep our claims in good standing. We are seeking additional capital and failing to raise sufficient funds to fully implement our business plan, will seek out a joint venture partner. As at the date of this report we have been unsuccessful in attracting private capital and have made no contacts or entered into any discussions with potential joint venture partners.
Item 3. (1)
Controls and Procedures
The Company's management, including the Chief Executive Officer and Chief Financial Officer conducted an evaluation of the Company's disclosure controls and procedures as of a date within 90 days of the filing of this report on Form 10-QSB. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have determined that such controls and procedures are designed to ensure that material information relating to the Company is made known to them, particularly during the period in which this Form 10-QSB was being prepared. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.
6
PART II
OTHER INFORMATION
Item 1.
Legal Proceedings
None
Item
2.
Changes in Securities
Subsequent to the period of this report the Board of Directors unanimously passed a resolution authorizing a forward split of the registrant’s issued and outstanding stock on a 10 – 1 basis. A copy of the Report on Form 8K is attached to this report as Exhibit 99.1
Item 3.
Defaults Upon Senior Securities
Not Applicable
Item 5. Other information
Subsequent to the date of this report the Board of Directors, on January 16, 2007 voted to change the registrant’s name to Zulu Energy Corp. A copy of the report on Form 8K is attached as Exhibit 99.2.
Item 6.
Exhibits and Reports on Form 8K
Exhibit 31.1
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 31.2
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2003.
Exhibit 32.2
Certifications of CEO And CFO Pursuant To Section 906 Of The Sarbanes-Oxley Act
Exhibit 99.1
Report on Form 8K January 9, 2007
Exhibit 99.2
Report on Form 8K January 16, 2007
7
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
ZULU ENERGY CORP.
Dated July 10, 2007
/S/ Brant Hodyno
Brant Hodyno, President and Director
Secretary/Treasurer and Principal Accounting Officer
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