America Greener (OSLE) 10-Q 2014 Q2 Quarterly report

FORM 10-Q

U.S Securities and Exchange Commission

Washington, D.C. 20549

(Mark One)

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Quarterly Period Ended December 31, 2013
o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Transition Period From to ___________

Commission File No. 000-53757

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

900 S.E. 3rd Avenue, Suite 202, Fort Lauderdale, FL 33316

(Address of Principal Executive Offices)

(954) 767-6339

(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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 February 10, 2014 was 2,505,014 shares.

OSLER INCORPORATED

FORM 10-Q

For the Quarterly Period Ended December 31, 2013

TABLE OF CONTENTS

PART 1
Item 1	Financial Statements	4
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3	Quantitative and Qualitative Disclosures Regarding Market Risks	11
Item 4	Controls and Procedures	12
PART 2		12
Item 1	Legal Proceedings	12
Item 1A	Risk Factors	12
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3	Defaults upon Senior Securities	12
Item 4	Mine Safety Disclosures	12
Item 5	Other Information	12
Item 6	Exhibits	12
SIGNATURES		13
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1

1

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2013

2

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2013

TABLE OF CONTENTS

CONDENSED FINANCIAL STATEMENTS

Balance Sheets	4
Statements of Operations	5-6
Statements of Cash Flows	7
Notes to Financial Statements	8-10

3

PART 1 – FINANCIAL INFORMATION

Item 1: Financial Statements.

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONDENSED FINANCIAL STATEMENTS

December 31, 2013

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

	(UNAUDITED)			(AUDITED)
	DECEMBER 31,			JUNE 30,
	2013			2013
ASSETS
CURRENT ASSETS:
Cash	$	650		$	60
TOTAL ASSETS	$	650		$	60
LIABILITIES AND SHAREHOLDERS’ (DEFICIT)
CURRENT LIABILITIES:
Accounts Payable and Accrued Expenses	$	13,136		$	3,741
TOTAL CURRENT LIABILITIES		13,136			3,741
SHAREHOLDERS’ (DEFICIT):
Preferred Stock - $.001 Par Value; 5,000,000 Shares Authorized; No Shares Issued and Outstanding		—			—
Common Stock - $.001 Par Value; 75,000,000 Shares Authorized; 2,505,014 Shares Issued and Outstanding		2,505			2,505
Additional Paid-In Capital		191,306			182,906
(Deficit) Accumulated During the Development Stage		(206,297	)		(189,092	)
TOTAL SHAREHOLDERS’ (DEFICIT)		(12,486	)		(3,681	)
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT)	$	650		$	60

See accompanying notes to financial statements.

4

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

							Development Stage
							July 30, 2004
							(Inception)
	For the Three Months Ended						through
	December 31,			December 31,			December 31,
	2013			2012			2013
REVENUES	$	—		$	—		$	—
GENERAL AND ADMINISTRATIVE EXPENSES		(5,676	)		(5,503	)		(214,262	)
(LOSS) FROM OPERATIONS		(5,676	)		(5,503	)		(214,262	)
OTHER INCOME		—			—			7,965
NET (LOSS)	$	(5,676	)	$	(5,503	)	$	(206,297	)
NET (LOSS) PER SHARE:
Basic and Diluted	$	(.00	)		(.00	)	$	(.06	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		2,505,014			2,505,014			3,301,812

See accompanying notes to financial statements.

5

OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

							Development Stage
							July 30, 2004
							(Inception)
	For the Six Months Ended						through
	December 31,			December 31,			December 31,
	2013			2012			2013
REVENUES	$	—		$	—		$	—
GENERAL AND ADMINISTRATIVE EXPENSES		(17,205	)		(17,291	)		(214,262	)
(LOSS) FROM OPERATIONS		(17,205	)		(17,291	)		(214,262	)
OTHER INCOME		—			—			7,965
NET (LOSS)	$	(17,205	)	$	(17,291	)	$	(206,297	)
NET (LOSS) PER SHARE:
Basic and Diluted	$	(.01	)		(.01	)	$	(.06	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED		2,505,014			2,505,014			3,301,812

See accompanying notes to financial statements.

6

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

							Development Stage
	For the Six Months Ended						July 30, 2004
	December 31,			December 31,			through
	2013			2012			December 31,2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss)	$	(17,205	)	$	(17,291	)	$	(206,297	)
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		9,395			3,961			19,533
NET CASH (USED) BY OPERATING ACTIVITIES		(7,810	)		(13,330	)		(183,029	)
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		—			—			54,866
Contributions to Capital		8,400			12,500			104,748
NET CASH PROVIDED BY FINANCING ACTIVITIES		8,400			12,500			187,414
NET INCREASE (DECREASE) IN CASH		590			(830	)		650
CASH– Beginning of Period		60			958			—
CASH– End of Period	$	650		$	128		$	650
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash Paid for Taxes and Interest	$	—		$	—		$	—

See accompanying notes to financial statements.

7

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A -	BUSINESS AND ACCOUNTING POLICIES –
	Business:
		Osler Incorporated (“Osler”) was incorporated in the State of Nevada on July 30, 2004. The Company’s office is in Fort Lauderdale, Florida.
		Osler is a “shell company” as defined by the Securities and Exchange Commission to be an entity with no or nominal operations, and with no or nominal assets or nominal assets consisting solely of cash and cash equivalents.
		The Company is in the process of developing a business plan, raising capital and seeking potential merger candidates. Accordingly, the Company is classified as a “development stage company”.
	Basis of Presentation:
		Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted from these condensed financial statements. The Company believes the disclosures presented are adequate to make the information not misleading.
		These condensed financial statements reflect all normal adjustments that, in the opinion of management, are necessary for fair presentation of the information contained herein. These financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes for the year ended June 30, 2013.
	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.

8

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE A -	BUSINESS AND ACCOUNTING POLICIES – (continued) –
	Income Taxes:
		Income taxes are determined based upon income and expenses recorded for financial reporting purposes. Deferred taxes are recorded for estimated future tax effect of differences between the bases of assets and liabilities for financial reporting and income tax purposes giving consideration to enacted tax laws. If available, evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.
		The Company recognizes the tax benefits from uncertain positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  Management does not believe there were any uncertain tax positions taken by the Company.
		The tax benefits from uncertain positions recognized are reflected at the amounts most likely to be sustained on examination.
	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 –
	Net Loss  Carryforward:
		As of December 31, 2013, the Company has a net operating loss carryforward of approximately $206,000, which may be carried forward to 2033, to offset future taxable income.
	Uncertain Tax Positions:
		The Company’s income tax returns are subject to examination for years subsequent to June 30, 2010. The Company is not currently under any state or Federal tax exams.

9

OSLER INCORPORATED

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE C -	SHAREHOLDERS’ EQUITY –
		During the months ended December 31, 2013, the Company’s principal shareholder advanced funds to the Company. The advances are classified as additional paid in capital in the accompanying financial statements.
NOTE D -	SUBSEQUENT EVENTS –
		The Company has evaluated the need to disclose events subsequent to the balance sheet date through the filing of this Form10-Q and have no events to report.

10

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 comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as 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 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 relating 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.

Results of Operations

For the three months ended December 31, 2013, the Company had a net loss of $ 5,676, as compared to a net loss of $ 5,503 for the same period in 2012. The increase of $ 173 in 2013 is not material.

General and administrative expenses for the three month period ended December 31, 2013 were $ 5,676, as compared to $ 5,503 for the same period in 2012. The increase of $ 173 in 2013 is not material.

For the six months ended December 31, 2013, the Company had a net loss of $ 17,205, as compared to a net loss of $ 17,291 for the same period in 2012. The decreaseof $ 86 in 2013 is not material.

General and administrative expenses for the six month period ended December 31, 2013 were $ 17,205, as compared to $ 17,291 for the same period in 2012. The decrease of $ 86 in 2013 is not material.

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 three month period ended December 31, 2013, the Company satisfied its working capital needs by shareholder loans. As of December 31, 2013, the Company had cash on hand in the amount of $ 650. 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 for such loans. 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 or understandings 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).

11

Item 4: 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.

As of December 31, 2013, 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 period covered by this report.

There have been no changes in our internal controls over financial reporting that occurred during the three months ended December 31, 2013 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.
None
Item 3:	Defaults upon Senior Securities.

None
Item 4:	Mine Safety Disclosures.
��	Not applicable to our company.
Item 5:	Other Information.
None
Item 6:	Exhibits.

No.	Description
31.1	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *
31.2	Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer *
32.1	Section 1350 Certification of Chief Executive Officer *
32.2	Section 1350 Certification of Chief Financial Officer*
101.INS	XBRL Instance Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase *
101.LAE	XBRL Taxonomy Extension Label Linkbase *
101.DEF	XBRL Taxonomy Extension Definition Linkbase *
101.SCH	XBRL Taxonomy Extension Schema *

*          filed herewith

**        In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this report shall be deemed furnished and not filed.

12

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, on February 12, 2014.

/s/ C. Leo Smith

C. Leo Smith, President, principal financial and
accounting officer

13