America Greener (OSLE) 10-Q 2010 Q3 Quarterly report

FORM 10-Q

U.S Securities and Exchange Commission

Washington, D.C. 20549

For the Quarterly Period ended March 31, 2010
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Transition Period from _______________________

Commission File No. 333-146163

OSLER INCORPORATED
(Name of Small Business Issuer in its Charter)
Nevada	20-8195637
(State of Incorporation)	(I.R.S. Employer Identification No.)

500 Fairway Drive, Suite 108, Deerfield Beach, FL 33441

(Address of Principal Executive Offices)

(954) 580-1102

(Registrant’s Telephone Number, Including Area Code)

(Former Name, Address and 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. Yes x 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 the definitions 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 x

(Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of Exchange Act):

Yes x No o

The number of shares outstanding of the Registrant’s Common Stock, Par Value $.001 per share, on April 30, 2010 was 25,050,000 shares.

OSLER INCORPORATED

FORM 10-QSB

For the quarterly period ended March 31, 2010

INDEX

		Page
PART I	FINANCIAL INFORMATION
Item 1	Financial Statements
	Condensed Balance Sheets at March 31, 2010 and June 30, 2009 (unaudited at March 31, 2010)	1
	Condensed Statements of Operations for the three months ended March 31, 2010 and 2009 and from June 30, 2004 (inception) through March 31, 2010 (unaudited)	2
	Condensed Statements of Operations for the nine months ended March 31, 2010 and 2009 and from June 30, 2004 (inception) through March 31, 2010 (unaudited)	3
	Condensed Statements of Cash Flows for the nine months ended March 31, 2010 and 2009 and from June 30, 2004 (inception) through March 31, 2010 (unaudited)	4
	Notes to Condensed Financial Statements	5
Item 2	Management’s Discussion and Analysis or Plan of Operation	7
Item3	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4T	Controls and Procedures	8
PART II
Item 1	Legal Proceedings	9
Item 1A	Risk Factors	9
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3	Defaults Upon Senior Securities	9
Item 4	Submission of Matters to a Vote of Security Holders	9
Item 5	Other Information	9
Item 6	Exhibits	9
Signatures		10
Certifications

PART 1 – FINANCIAL INFORMATION

Item 1: Financial Statements

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2010

OSLER INCORPORATED

 (A DEVELOPMENT STAGE COMPANY)

CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2010

TABLE OF CONTENTS

CONDENSED FINANCIAL STATEMENTS
Balance Sheets	1
Statements of Operations	2-3
Statements of Cash Flows	4
Notes to Financial Statements	5-6

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

	(UNAUDITED)			(AUDITED)
	MARCH 31, 2010			JUNE 30, 2009
ASSETS
CURRENT ASSETS:
Cash	$	14,782		$	—
TOTAL ASSETS	$	14,782		$	—
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses	$	—		$	6,397
Notes Payable – Related Party		—			23,616
TOTAL CURRENT LIABILITIES		—			30,313
SHAREHOLDERS’ EQUITY (DEFICIENCY):
Common Stock - $.001 Par Value; 75,000,000 Shares Authorized; 25,050,000 Shares Issued and Outstanding at March 31, 2010 and 54,800,000 at June 30, 2009		25,050			54,800
Additional Paid-In Capital		82,561			(27,000	)
(Deficit) Accumulated During the Development Stage		(92,829	)		(57,813	)
TOTAL SHAREHOLDERS’ EQUITY (DEFICIENCY)		14,782			(30,013	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)	$	14,782		$	—

See accompanying notes to financial statements.

1

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

							Development Stage
							July 30, 2004
							(Inception)
	For the Three Months Ended						through
	March 31, 2010			March 31, 2009			March 31, 2010
REVENUES	$	—		$	—		$	—
GENERAL AND ADMINISTRATIVE EXPENSES		(4,017	)		(2,332	)		(100,794	)
(LOSS) FROM OPERATIONS		(4,017	)		(2,332	)		(100,794	)
OTHER INCOME		—			—			7,965
NET (LOSS)	$	(4,017	)	$	(2,332	)	$	(92,829	)
NET (LOSS) PER SHARE:
Basic and Diluted	$	(.00	)	$	(.00	)	$	(.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		25,050,000			54,800,000			38,291,618

See accompanying notes to financial statements.

2

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

							Development Stage
							July 30, 2004
							(Inception)
	For the Nine Months Ended						through
	March 31, 2010			March 31, 2009			March 31, 2010
REVENUES	$	—		$	—		$	—
GENERAL AND ADMINISTRATIVE EXPENSES		(35,016	)		(11,228	)		(100,794	)
(LOSS) FROM OPERATIONS		(35,016	)		(11,228	)		(100,794	)
OTHER INCOME		—			—			7,965
NET (LOSS)	$	(35,016	)	$	(11,228	)	$	(92,829	)
NET (LOSS) PER SHARE:
Basic and Diluted	$	(.00	)	$	(.00	)	$	(.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		26,509,124			54,800,000			38,291,618

See accompanying notes to financial statements.

3

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

							Development Stage
							July 30, 2004
	For the Nine Months Ended						through
	March 31, 2010			March 31, 2009			March 31 , 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss)	$	(35,016	)	$	(11,228	)	$	(92,829	)
Adjustments to Reconcile Net (Loss) to Net Cash (Used) by Operating Activities:
Depreciation		—			—			170
Impairment		—			—			3,565
Changes in Operating Assets and Liabilities:
Accounts Payable and Accrued Expenses		—			11,228			6,397
NET CASH (USED) BY OPERATING ACTIVITIES		(35,016	)		—			(82,697	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Property and Equipment		—			—			(3,735	)
NET CASH (USED) BY INVESTING ACTIVITIES		—			—			(3,735	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash Received from Shareholder Advances		—			—			27,800
Proceeds from Sale of Stock		31,250			—			54,866
Contributions of Capital		18,548			—			18,548
NET CASH PROVIDED BY FINANCING ACTIVITIES		49,798			—			101,214
NET INCREASE IN CASH		14,782			—			14,782
CASH – Beginning of Period		—			—			—
CASH –  End of Period	$	14,782		$	—		$	14,782
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash Paid for Taxes and Interest	$	—		$	—		$	—

The Company received 30,000,000 shares of its common stock and reduced its liabilities by $30,013 as non-cash transactions in connection with the recapitalization on July 16, 2009.

See accompanying notes to financial statements.

4

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A  -	BUSINESS AND ACCOUNTING POLICIES –
	Business:
		Osler Incorporated was incorporated in the State of Nevada on July 30, 2004.  The Company’s office is in Deerfield Beach, Florida.
		The Company is in the development stage.  It is in the process of developing a business plan, raising capital and seeking potential merger candidates.
	Basis of Presentation:
		In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the information set forth therein.  These financial statements are condensed and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.
	Going Concern:
		The Company has suffered recurring losses from operations and has not generated operating revenues and has an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is presently seeking to raise additional capital through private equity investments and/or merger with an operating company. The accompanying financial statements have been prepared on the basis of a going concern, and do not reflect any adjustments from an alternative assumption.
	Estimates:
		The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period.  Actual results may differ from the estimates and assumptions used in preparing the financial statements.
	Income Taxes:
		Income taxes are determined based upon income and expenses recorded for financial reporting purposes.  Income taxes for the three months ended consider the expected tax rate in effect for the entire fiscal year.  The Company does not anticipate incurring taxable income for the year ended June 30, 2010.

5

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A  -	BUSINESS AND ACCOUNTING POLICIES – (continued) –
	Earnings Per Share:
		Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period.  Diluted earnings (loss) per share are similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. There were no potentially dilutive common shares outstanding during the periods presented.
NOTE B  -	INCOME TAXES –
	As of June 30, 2009, the Company has a net operating loss carryforward of approximately $57,000. The ultimate utilization of the net operating loss resulting from the change in majority ownership, which has no effect on the financial statements at March 31, 2010, has not been determined.
NOTE C  -	RECAPITALIZATION –
	On July 16, 2009, the Company transferred its wholly owned subsidiary to a majority shareholder and officer for 30,000,000 shares of the Company’s common stock.  As a condition of the transfer, the subsidiary assumed the parent company’s liabilities amounting to approximately $30,000, primarily owing to the majority shareholder.
	The transaction (between members under common control) was recorded at historical values in shareholders’ equity.
NOTE D  -	SALE OF COMMON STOCK –
	The Company sold 250,000 shares of common stock, for a total of $31,250, during the nine months ended March 31, 2010.
NOTE E  -	SUBSEQUENT EVENT –
	Management has evaluated the adequacy of financial statement disclosures subsequent to the balance sheet date through April 29, 2010.

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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

Caution about 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 o r 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 may be required by applicable laws, including the Securities Laws of the United States, we do not intend to up-date any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements 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.

As used in this quarterly report, the terms “we”, “us”, “our”, “our Company” and “Osler” means Osler Incorporated, unless otherwise indicated.

Overview

Osler Incorporated, a development stage company, was incorporated on July 30, 2004 under the laws of the State of Nevada to engage in the mining business. Effective September 1, 2008, we discontinued our business efforts related to mining and we are currently seeking new economic opportunities, including a merger transaction. No assurance can be given that we will be successful in identifying or negotiating such a transaction.

7

Results of Operations

For the three months ended March 31, 2010, the Company experienced a net (loss) of $ (4,017), as compared to a net (loss) of $ (2,332) for the same period in 2009.

General and administrative expenses for the three month period ended March 31, 2010 were $ 4,017, as compared to $ 2,332 for the same period in 2009. The increase in 2010 is attributable to an increase in professional fees incurred for maintaining the Company’s publicly reporting status.

For the nine months ended March 31, 2010, the Company experienced a net (loss) of $ (35,016), as compared to a net (loss) of $ (11,228) for the same period in 2009.

General and administrative expenses for the nine month period ended March 31, 2010 were $ 35,016, as compared to $ 11,228 for the same period in 2009. The increase in 2010 is attributable to an increase in professional fees incurred for maintaining the Company’s publicly reporting status.

Revenues

We have not earned any revenues since our inception, and we do not anticipate earning any revenues in the upcoming quarter.

Liquidity

During the nine month period ended March 31, 2010, the Company satisfied its working capital needs by private sales of its stock and shareholder loans. As of March 31, 2010, the Company had cash on hand in the amount of $ 14,782. Management does not expect that the current level of cash on hand will be sufficient to fund our operations for the next twelve month period. If additional funds are required to maintain operations, we may be able to obtain loans from our shareholders, but there are currently no agreements or understandings in place. We may also be able to obtain additional funding in the form of equity financing from the sale of our common stock. However, we do not have any arrangements in place for any future equity financing.

Item 3: Quantitative Disclosures Regarding Market Risks

As a “smaller reporting company” (as defined by Item 10 of Regulation S-K), we are not required to provide the information required by this Item, as defined by Regulation S-K Item 305(e).

Item 4T: 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 principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

8

As of March 31, 2010, the end of the three month period covered by this report, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the three month period covered by this report.

There have been no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II: OTHER INFORMATION

Items 1: Legal Proceedings

None

Item 1A: Risk Factors

As a “smaller reporting company” (as defined by Item 10 of Regulation S-K), we are not required to provide information required by this Item.

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds
	No sale of unregistered equity securities was made during the three month period ended March 31, 2010.
Item 3:	Defaults Upon Senior Securities

None

Item 4: Submission of Matters to a Vote of Security Holders

None

Item 5: Other Information

None

Item 6: Exhibits and Reports on Form 8-K

(a) 31.1 Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) None

9

SIGNATURES: Pursuant to the requirements 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, May 4, 2010.

May 4, 2010	/s/ C. Leo Smith,
	C. Leo Smith, President

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