UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 10-QSB/A
Amendment No. 1
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended September 30, 2007 |
| |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to |
Commission file number
000-11284
ZULU ENERGY CORP.
(Exact name of registrant as specified in its charter)
Colorado | | 20-3281304 |
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
122 N. Main Street, Sheridan, Wyoming 82801
(Address of principal executive offices)
307-673-0800
(Registrant’s telephone number)
Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
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
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: Common Stock, $0.001 par value, 52,000,000 outstanding as of November 14, 2007.
Transitional Small Business Disclosure Format (check one): Yes o No þ
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-QSB/A (this “Amendment”) amends the items identified below with respect to our Quarterly Report on Form 10-QSB for the quarter ended September 30, 2007, originally filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2007 (the “Original Filing”).
As previously disclosed in the Current Report on Form 8-K filed with the SEC on May 14, 2008, our Board of Directors on May 12, 2008, concluded that the Company’s previously filed audited financial statements for the fiscal years ended June 30, 2007 and December 31, 2007 and unaudited financial statements for the quarterly period ended September 30, 2007 should no longer be relied upon and need to be restated as a result of our determination that we previously misstated (i) our authorized shares of common stock as 500 million, when, in fact, our authorized shares of common stock is 100 million and (ii) the par value of our common stock as $0.0001, when, in fact, the par value of our common stock is $0.001.
Authorized officers of the Company discussed this matter with our current and former independent public accounting firms who agreed that the Company's previously issued financial statements described above could not be relied upon and needed to be restated. See “Note 10 - Restatement” in the Notes to Financial Statements for further details. In addition, the financial statements included in the Original Filing inadvertently did not include Notes to Financial Statements, which are included as part of this Amendment.
This Amendment only amends certain information in Item 1 (Financial Statements) of the Original Filing and such amendment with respect to Item 1 reflects the restatement of the financial statements as described above.
Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Except for the foregoing amended information, this Amendment continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the Original Filing or to modify or update those disclosures affected by subsequent events.
In addition, in connection with the filing of this Amendment, and pursuant to Rule 12b-15 and 13a-14 under the Exchange Act, we are including with this Amendment currently dated certifications. The Original Filing also included a cautionary statement concerning forward-looking statements, which is also applicable to this Amendment.
ITEM 1. FINANCIAL STATEMENTS
ZULU ENERY CORP.
(Formerly Global Sunrise, Inc.)
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
| | September 30, | | June 30, | |
| | 2007 | | 2007 | |
| | | | | | | |
ASSETS | | | | | | | |
| | | | | | | |
Cash | | $ | - | | $ | - | |
| | | | | | | |
Total Assets | | $ | - | | $ | - | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | |
| | | | | | | |
Current Liabilities: | | | | | | | |
| | | | | | | |
| | | | | | | |
Accounts payable | | | 23,418 | | | 16,800 | |
Accrued wages | | | 3,333 | | | - | |
Loan from shareholder | | | 16,800 | | | - | |
Total Current Liabilities | | | 43,551 | | | 16,800 | |
| | | | | | | |
Stockholders' Equity (Deficit): | | | | | | | |
Preferred stock, $.001 par value; authorized 10,000,000, none issued | | | - | | | - | |
Common stock, $.001 par value; 100,000,000 shares authorized 52,000,000 and issued and outstanding | | | 52,000 | | | 52,000 | |
Additional paid in capital | | | 3,862,500 | | | (13,500 | ) |
Deficit accumulated during the exploration stage | | | (3,958,051 | ) | | (55,300 | ) |
| | | | | | | |
Total Stockholders' Equity (Deficit) | | | (43,551 | ) | | (16,800 | ) |
| | | | | | | |
Total Liabilities and Stockholders' Equity (Deficit) | | $ | - | | $ | - | |
ZULU ENERY CORP.
(Formerly Global Sunrise, Inc.)
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
| | | | | | From May 5, 2005 | |
| | For the three months ended | | (Date of inception | |
| | September 30, | | September 30, | | of exploration stage) | |
| | 2007 | | 2006 | | to September 30, 2007 | |
| | | | | | | | | | |
Revenue: | | $ | - | | $ | - | | $ | - | |
Total Revenue | | | - | | | - | | | - | |
| | | | | | | | | | |
Operating Expenses: | | | | | | | | | | |
Mineral exploration costs | | | - | | | - | | | 15,500 | |
Accounting | | | 1,312 | | | | | | 1,312 | |
Consulting | | | 15,000 | | | | | | 15,000 | |
Professional Fees | | | 5,350 | | | | | | 5,350 | |
Salaries | | | 3,333 | | | | | | 3,333 | |
Stock based Compensation | | | 3,876,000 | | | | | | 3,876,000 | |
Other General & administrative | | | 1,756 | | | 2,517 | | | 41,556 | |
Total Operating Expenses | | | 3,902,751 | | | 2,517 | | | 3,958,051 | |
- | | | | | | | | | | |
| | | | | | | | | | |
NET LOSS | | $ | (3,902,751 | ) | $ | (2,517 | ) | $ | (3,958,051 | ) |
| | | | | | | | | | |
Weighted Average Shares Common Stock Outstanding | | | 52,000,000 | | | 52,000,000 | | | | |
| | | | | | | | | | |
Net Loss Per Share (Basic and Fully Dilutive) | | $ | (0.08 | ) | | (0.00 | ) | | | |
ZULU ENERY CORP.
(Formerly Global Sunrise, Inc.)
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY(DEFICIT)
FOR THE PERIOD FROM THE DATE OF INCEPTION (MAY 5, 2005) TO SEPTEMBER 30
| | Preferred Stock 10,000,000 shares authorized | | Common Stock 100,000,000 shares authorized | | | | | | | |
| | Shares Issued | | Par Value $.001 per share | | Share Issued | | Par Value $.0001 per share | | Additional Paid-In Capital | | Deficit accumulated during the exploration stage | | Total | |
| | | | | | | | | | | | | | | | | | | | | | |
BALANCE- May 6, 2005 (inception) | | | - | | $ | - | | | - | | $ | - | | $ | - | | $ | - | | $ | - | |
Issuance of common stock in exchange for services | | | - | | | - | | | 10,000,000 | | | 10,000 | | | (9,000 | ) | | - | | | 1,000 | |
Net loss for the period | | | - | | | - | | | - | | | - | | | - | | | (1,000 | ) | | (1,000 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
BALANCE- June 30, 2005 | | | - | | | - | | | - | | | 10,000 | | | (9,000 | ) | | (1,000 | ) | | - | |
| | | | | | | | | | | | | | | | | | | | | | |
Issuance of common stock for mineral claims | | | - | | | - | | | 5,000,000 | | | 5,000 | | | (4,500 | ) | | - | | | 500 | |
Issuance of common stock for cash at $.001 per share | | | - | | | - | | | 37,000,000 | | | 37,000 | | | - | | | - | | | 37,000 | |
Net loss | | | - | | | - | | | - | | | - | | | - | | | (16,560 | ) | | (16,560 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
BALANCE- June 30, 2006 | | | - | | | - | | | 52,000,000 | | | 52,000 | | | (13,500 | ) | | (17,560 | ) | | 20,940 | |
| | | | | | | | | | | | | | | | | | | | | | |
Net loss for the year ended June 30, 2007 | | | - | | | - | | | - | | | - | | | - | | | (37,740 | ) | | (37,740 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
BALANCE-June 30, 2007 | | | - | | | - | | | 52,000,000 | | | 52,000 | | | (13,500 | ) | | (55,300 | ) | | (16,800 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Stock Based Compensation | | | | | | | | | | | | | | | 3,876,000 | | | | | | 3,876,000 | |
Net Loss for the Quarter ended September 30, 2007 | | | | | | | | | | | | | | | | | | (3,902,751 | ) | | (3,902,751 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
BALANCE- September 30, 2007 | | | - | | | - | | | 52,000,000 | | | 52,000 | | | 3,862,500 | | | (3,958,051 | ) | | (43,551 | ) |
ZULU ENERY CORP.
(Formerly Global Sunrise, Inc.)
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASHFLOWS
| | For the three months ended | | | |
| | September 30, 2007 | | September 30, 2006 | | From May 6, 2005 (date of inception) to September 30, 2007 | |
Cash Flows Used in Operating Activities: | | | | | | | | | | |
Net Loss | | $ | (3,902,751 | ) | $ | (2,517 | ) | $ | (3,958,051 | ) |
Adjustments to reconcile net (loss) to net cash provided by operating activites: | | | | | | | | | | |
Issuance of stock for services rendered | | | - | | | - | | | 1,000 | |
Issuance of stock for mineral claims (expensed) | | | - | | | - | | | 500 | |
Stock Based Compensation | | | 3,876,000 | | | - | | | 3,876,000 | |
Increase in payables | | | 9,951 | | | (15,000 | ) | | 26,751 | |
| | | | | | | | | | |
Net Cash Used in Operating Activities | | | (16,800 | ) | | (17,517 | ) | | (53,800 | ) |
| | | | | | | | | | |
Cash Flows from Investing Activities | | $ | - | | | - | | | - | |
| | | | | | | | | | |
Cash Flows from Financing Activities: | | | | | | | | | | |
Loan from Shareholder | | | 16,800 | | | - | | | 16,800 | |
Issuance of common stock | | | - | | | - | | | 37,000 | |
Net Cash Provided by Financing Activities | | | 16,800 | | | - | | | 53,800 | |
| | | | | | | | | | |
Net Increase (Decrease) in Cash | | | - | | | (17,517 | ) | | - | |
| | | | | | | | | | |
Cash at Beginning of the Period | | | - | | | 35,940 | | | - | |
| | | | | | | | | | |
Cash at End of the Period | | $ | - | | $ | 18,423 | | $ | - | |
| | | | | | | | | | |
| | | | | | | | | | |
The Company did not expend any cash for interest and tax expenses during the three months ended September 30, 2007. | | | | | | | | | | |
| | | | | | | | | | |
Non cash financing activities | | | | | | | | | | |
Stock options issued | | $ | 3,876,000 | | | | | | | |
ZULU ENERGY CORP.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
NOTE 1 - INTERIM REPORTING AND SIGNIFICANT ACCOUNTING POLICIES
While the information presented in the accompanying interim three months financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s June 30, 2007 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s June 30, 2007 annual financial statements. Certain amounts in the previous financial statements have been changed to conform to the presentation of the September 30, 2007 financial statements.
Operating results for the three months ended September 30, 2007 are not necessarily indicative of the results that can be expected for the year ended June 30, 2008. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.
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.
EXPLORATION STAGE COMPANY
The Company complies with Financial Accounting Standards Board Statement No. 7 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as exploration stage.
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.
STOCK-BASED COMPENSATION
In December 2004, the Financial Accounting Standards Board issued FAS 123R “Share-Based Payment”, a revision to FAS 123. FAS 123R replaces existing requirements under FAS 123 and APB 25, and requires public companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions. FAS 123R also affects the pattern in which compensation cost is recognized, the accounting for employee share purchase plans, and the accounting for income tax effects of share-based payment transactions. For small business filers, FAS 123R will be effective for interim or annual periods beginning after December 15, 2005. Early adoption is permitted in periods in which financial statements have not yet been issued. The Company adopted FAS 123R on November 1, 2006.
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 minus 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 2 - NATURE AND CONTINUANCE OF OPERATIONS
Zulu Energy Corp. (the “Company”) was incorporated under the laws of the State of Colorado on May 6, 2005 under the name of Global Sunrise, Inc. On January 16, 2007, the Board of Directors of the Company changed the name of the Company from Global Sunrise, Inc. to Zulu Energy Corp. The Company’s activities to date have been limited to organization and capital formation. The Company is “an exploration stage company” and has acquired a series of mining claims for exploration and formulated a business plan to investigate the possibilities of a viable mineral deposit. The Company has adopted June 30 as its fiscal year end.
The Company is in the exploration stage and is in the process of acquiring an effective 50% ownership interest in Nyati Botswana (PTY) Limited, the company having ownership of prospecting licenses, allowing for the exploration and production rights to more than two million (2,000,000) acres of what the Company believe is land containing contiguous coal beds for the production of coal bed methane gas, another form of natural gas, in the country of Botswana. The completion of the acquisition transaction and the beginning of exploration and production activities is dependent the ability of the Company to obtain necessary financing, which is not guaranteed at this point in time.
NOTE 3 - MINERAL CLAIMS
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 was accrued as an account payable and $500 was paid by issuing 500,000 shares of common stock of the Company. The Company paid the $15,000 payable amount in August of 2006. 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 during the year ended June 30, 2006.
NOTE 4 - 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 year ended June 30, 2006 the Company issued 37,000,000 shares of its common stock in exchange for cash. The shares were valued at $.01 per share for an aggregate value of $37,000.
On January 8, 2007, the Board of Directors of the Company authorized a ten to one (10 - 1) forward split of the Company’s issued and outstanding shares of common stock. The total issued and outstanding shares of common stock before the split were 5,200,000 and immediately after the split the total issued and outstanding shares were 52,000,000. In addition the Company changed the par value of its common stock from $0.001 to $.0001. The effect of this stock split has been reflected retroactively in the financial statements as if the stock split had occurred at the inception of the Company.
NOTE 5 - LOANS FROM SHAREHOLDER
Loans from shareholder consist of note payable to a shareholder of the Company for advances made to the Company in the amount of $16,800. This note payable is unsecured, non-interest bearing and without specific terms for repayment.
NOTE 6 - STOCK PURCHASE OPTIONS
The Company uses the Fair Value Method in accordance with SFAS 123R for accounting of stock based compensation.
On September 24, 2007, the Company granted 3,000,000 non-qualified employee stock options exercisable until September 24, 2012. These options vest 100% on the date of the grant and are exercisable at $1.81 per share.
The fair value of these share purchase options which were granted during the three months ended September 30, 2007 was determined using the Company’s historical stock prices and the Black-Scholes option-pricing model with the following assumptions:
Risk free rate | | | 3.875 | % |
Dividend yield | | | 0 | % |
Weighted average expected volatility | | | 90 | % |
| | | | |
Weighted average expected option life | | | 5 yrs | |
| | | | |
Weighted average fair value of options | | $ | 1.292 | |
| | | | |
Total options outstanding | | | 3,000,000 | |
| | | | |
Total fair value of options outstanding | | $ | 3,876,000 | |
In the quarter ended September 30, 2007 the Company recorded a non-cash stock-based compensation expense of $3,876,000 related to the above mentioned stock options.
NOTE 7 - INCOME TAXES
The Company has accumulated operating losses available to carry forward of $3,958,051, which will begin to expire in the year 2027. The tax benefit of approximately $1,187,415 resulting from the loss carry forward has been offset by a valuation reserve because the losses are unlikely to be realized.
NOTE 8 - SIGNIFICANT TRANSACTIONS
On September 25, 2007, we signed a binding Letter of Intent (the “LOI”) with LMA Hughes, LLLP and Swansi Holdings Corp. to acquire an effective fifty-percent (50%) ownership interest in Nyati Botswana (PTY) Limited, the company having ownership of prospecting licenses, allowing for the exploration and production rights to more than two million (2,000,000) net acres of what the Company believes to contain contiguous coal beds for the production of coal bed methane gas (“CBM”), another form of natural gas, in the country of Botswana.
Pursuant to the terms of the LOI, Zulu will acquire (i) eighty-four (84) shares of the Common Stock of Nyati Mauritius Limited, a Mauritius corporation ("Nyati Mauritius") from LMA Hughes LLLP ("LMA Hughes"); and (ii) eight (8) shares of the Common Stock BPULA of Nyati Botswana (PTY) Limited, a Botswana corporation ("Nyati Botswana") from Swansi Holdings Corp. ("Swansi"). Zulu will receive, prior to Closing, confirmation that Nyati Mauritius and Swansi own 50% each of Nyati Botswana, thereby giving Zulu a majority interest in Nyati Botswana.
Zulu will deliver at the closing of the transaction (the "Closing Date") 30,000,000 shares of Zulu to LMA Hughes and $1,500,000 in cash to Swansi. Another $1,500,000 in cash will be payable to Swansi upon the earlier of (i) four years from the Closing Date or (ii) the date Zulu raises gross proceeds of at least an aggregate of $5,000,000 in one or more financings, through an offering of equity, debt or a combination thereof. The ensuing definitive agreements were initially expected to be executed on or before October 31, 2007.
NOTE 9 - GOING CONCERN
These interim consolidated 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 twelve months. 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 September 30, 2007, the Company has not yet achieved profitable operations, has insufficient working capital to fund ongoing operations for the next fiscal year, has accumulated losses of $3,958,051 since its inception and expects to incur further losses in the development of its business, all of which casts 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.
Management considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.
NOTE 10 - RESTATEMENT ADJUSTMENT
The financial statements had previously been prepared reflecting the par value of the common stock at $.0001 per share. Management made a determination that the Company had not satisfied the legal requirements to change the par value of its common shares from $.001 per share to $.0001 per share.
In addition the Company had previously reported its total authorized common shares at 500,000,000 shares. The Company has 100,000,000 common shares authorized.
The Company is restating its financial statements to make the above corrections.
The restatement adjustments have no effect on the statement of operations or weighted average common shares outstanding.
The summary of the restatement adjustments on the affected accounts is as follows:
| | As previously reported | | Restated Amounts | | Restatement | |
| | | | | | Adjustment | |
| | | | | | | | | | |
| | $ | 5,200 | | $ | 52,000 | | $ | 46,800 | |
| | | | | | | | | | |
Paid in capital | | $ | 3,909,300 | | $ | 3,862,500 | | $ | (46,800 | ) |
ITEM 6. EXHIBITS
Pursuant to Rule 601 of Regulation SB, the exhibits filed as part of this Amendment No. 1 on Form 10-QSB/A are reflected on the Exhibit Index following the signature page.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ZULU ENERGY CORP. |
| |
By: | /s/ James Hostetler |
James Hostetler, Executive Vice President, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer |
|
Date: June 2, 2008 |
EXHIBIT LIST
Exhibit | | |
Number | | Description |
| | |
2.1 | | Stock Exchange Agreement and Plan of Reorganization among Zulu Energy Corp, Nyati Mauritius Limited and LMA Hughes LLLP dated December 19, 20071 |
| | |
3.1 | | Articles of Incorporation2 |
| | |
3.2 | | Articles of Amendment7 |
| | |
3.3 | | Statement of Correction7 |
| | |
3.4 | | Form of Amended and Restated Articles of Incorporation4† |
| | |
3.5 | | Amended and Restated Bylaws5 |
| | |
10.2 | | Stock Purchase Agreement between Zulu Energy Corp. and Swansi Holdings Corp. dated as of December 19, 20071 |
| | |
| | |
10.3 | | Tax Indemnification Letter Agreement between Zulu Energy Corp. and LMA Hughes LLLP dated December 19, 20071 |
| | |
| | |
10.4 | | Employment Agreement, dated effective March 1, 2008, by and between Zulu Energy Corp. and Paul Stroud4 |
| | |
10.5 | | Employment Agreement, dated effective March 1, 2008, by and between Zulu Energy Corp. and James Hostetler3 |
| | |
10.6 | | Employment Agreement, dated effective March 1, 2008, by and between Zulu Energy Corp. and Kevin Reeves3 |
| | |
10.7 | | Form of Option Holder Letter Agreement3 |
| | |
10.8 | | Letter Agreement dated April 25, 2008 between Zulu Energy Corp. and Swansi Holdings Corp.3 |
| | |
10.9 | | Zulu Energy Corp. 2008 Equity Incentive Plan3† |
| | |
10.10 | | Form of Restricted Stock Agreement5 |
| | |
10.11 | | Form of Stock Option Agreement5 |
| | |
10.12 | | Form of Common Stock Purchase Warrant6 |
| | |
10.13 | | Form of Subscription Agreement6 |
| | |
10.14 | | Form of Registration Rights Agreement6 |
| | |
10.15 | | Employment Agreement, dated effective May 15, 2008, by and between Zulu Energy Corp. and David Weisgerber8 |
| | |
10.16 | | Employment Agreement, dated effective May 21, 2008, by and between Zulu Energy Corp. and David Weisgerber8 |
31.1* | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
31.2* | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
32.1* | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
1. | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on December 27, 2007, File No. 000-52272. |
2. | Incorporated by reference to the Company’s Registration Statement on Form SB-2 filed with the Commission on September 1, 2006, File No. 333-137076. |
3. | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on April 21, 2008, File No. 000-52272. |
4. | Incorporated by reference to the Company’s Annual Report on Form 10-KSB/A filed with the Commission on April 29, 2008, File No. 000-52272. |
5. | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 2, 2008, File No. 000-52272. |
6. | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 9, 2008, File No. 000-52272. |
7. | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the Commission on May 20, 2008, File No. 000-52272. |
8. | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Commission on May 28, 2008, File No. 000-52272. |
† | The form of Amended and Restated Articles of Incorporation and 2008 Equity Incentive Plan were approved by the Board of Directors of Zulu Energy Corp. on April 28, 2008 and will be presented to shareholders for approval as part of the 2008 Annual Meeting of Shareholders. |