United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
Commission file Number 333-146859
FERO INDUSTRIES INC.
Exact name of small business issuer as specified in its charter
Colorado 01-0884561
(State or other jurisdiction of
I.R.S. Employer
incorporation or organization)
Identification Number
16125 Shawbrooke RD SW T2Y 3B3 Calgary, AB Canada
(Address of principal executive office)
(403) 827-7936
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:25,500,000 shares
Transitional Small Business Disclosure Format (check one) Yes ___ No X
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [__]
As of the date of this report the Registrant had 25,500,000 shares issued and outstanding
FERO INDUSTRIES INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
March 31, 2010
(Unaudited)
FERO INDUSTRIES INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Unaudited)
(Unaudited) see accompanying notes to the financial statements
FERO INDUSTRIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
NATURE OF OPERATIONS
Fero Industries, Inc. (the “Company”) was incorporated under the laws of the State of Colorado on December 11, 2000. The Company’s activities to date have been limited to organization and capital formation. The Company is a “development stage company” and has acquired seventeen different domain names with sites all linking with the main website, oil-n-gasbrokerage.net. Fero Industries, Inc. will act as a brokerage/clearing house for oil and gas leases and royalty interests and a variety of drilling and production equipment (both new and used) employed by oil and gas exploration companies. The Company will also act as a referring agent and broker for those drilling programs seeking outside participation.
On October 13, 2009, the Company entered into a Share Exchange Agreement with Pyro Pharmaceuticals, Inc. (a Development Stage Company) (Pyro). Under the terms of the agreement, the Company will issue 38,250,000 shares of common stock in exchange for all of the issued and outstanding common shares of Pyro. As of February 16, 2010, this transaction has not been completed, pending due diligence requirements being met.
BASIS OF PRESENTATION
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.
The accompanying unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments considered necessary for a fair presentation of the results for the interim periods have been made and are of a normal, recurring nature. Operating results for the three and nine months ended March 31, 2010 are not necessarily indicative of the results that may be expected for any interim period or the entire year. For further information, these financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2009 included in the Company’s report on Form 10-K.
NOTE 2 – 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 recognizes revenue at the time services are 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 accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. 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 warrants. Basic and diluted EPS are the same for the Company, as of March 31, 2010, as the Company does not have any common share equivalents outstanding.
INCOME TAXES:
The Company uses the asset and liability method of accounting for income. This method 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. As of March 31, 2010, the Company has recorded a valuation allowance to fully offset the deferred tax asset of approximately $26,000 related to its cumulative net operating losses of $74,505.
CONCENTRATION OF CREDIT RISK:
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.
RECENT ACCOUNTING PRONOUNCEMENTS:
The Company does not expect that the adoption of any recent accounting pronouncements will have a material impact on its financial statements.
NOTE 3 – ADVANCES FROM SHAREHOLDER
The Company has received advances from one of its shareholders in the amount of $12,500. These advances have been used to pay for operating expenses. Additionally, the advances are non-interest bearing as they are short term in nature.
NOTE 4 – COMMON STOCK
On December 11, 2000 the Company issued 600,000 shares of its common stock to its President and Chief Executive Officer, Kyle Schlosser at a deemed price of $0.001 per share or $600 in return for his time effort and expense of forming the company and keeping it in good standing.
On December 28, 2006 the Company issued 500,000 shares of our common stock to our Secretary/Treasurer and Chief Financial Officer, Leigh-Ann Squire at a deemed price of $0.001 per share or $500 in return for her agreement to join our Board of Directors, become an officer of the registrant and his agreement to provide the computer and internet expertise in constructing our websites and providing the server for operation of the sites, at no charge.
On April 20, 2007 the Company issued 500,000 shares of our common stock to Mr. Jerry Capehart of Grand Prairie, Texas at a deemed price of $0.001 per share, or $500, as a good faith deposit for seventeen domain names relating to the oil and gas industry.
On April 30, 2007 the Company issued 3,100,000 shares of our common stock to thirty-one non US persons at a price of $0.01 per share.
On May 10, 2007 the Company issued 400,000 shares of our common stock to three US individuals (one representing a Grandchildren’s Trust), at a price of $0.01 per share.
On November 18, 2008 the Board of Directors of the registrant unanimously passed a resolution authorizing a forward split of the issued and outstanding common shares on a five to one (5 – 1) basis bringing the total common shares issued and outstanding to 25,500,000. The financial statements have been retroactively adjusted back to inception (December 11, 2000) to show the effect of this forward split.
NOTE 5 – GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $74,505 since inception. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
NOTE 6 – SUBSEQUENT EVENTS
The Company has evaluated subsequent events through May 17, 2010, which is the date the financial statements were issued.
Item 2.
Managements discussion and Plan of Operations
We were incorporated in the State of Colorado on December 11, 2000 under the name Fero Industries, Inc. and were dormant until December 2006. We are a development stage company and have not commenced any operations other than initial corporate formation and capitalization, the building of a central website, and the acquisition of our domain names and the development of our business plan. It is our intention to create a web portal whereby we plan to serve as an all inclusive information provider for anyone worldwide who is looking to buy, sell or lease anything to do with the exploration and/or production of oil and gas.
Management believes that the focus of our web portal should be on delivering ease of use and convenience combined with capabilities designed to personalize business transacted over the Internet in the oil and gas industries. We have established a web portal at www.oil-n-gasbrokerage.net Upon obtaining adequate financing, we plan to refine this portal, include additional content, and begin marketing our services.
Thus far, our focus has been on than initial corporate formation and capitalization, the building of a central website, www.oil-n-gasbrokerage.net the acquisition of our domain names and the development of our business plan. We plan the operations for remainder of 2009 to be focused on the development of our website. The completion of this task will require additional capital beyond what we currently have on hand.
We plan on generating revenues based on two main sources: a) classified advertisements; and b) display ads. In addition, we will charge a listing fee for any item listed for sale or lease. No fees will be charged for those individuals or concerns responding to these. Display advertisements listing services from geophysical companies, geologists, engineers and oilfield drilling and servicing products on a continual basis will be charged a flat monthly fee plus production costs if we supply the ads.
We expect to pursue the implementation of our business plan and the development and marketing of our website. Our current cash position is not sufficient to fund our cash requirements during the next twelve months, including operations and capital expenditures. We intend to seek joint ventures or obtain equity and/or debt financing to support our current and proposed oil and gas operations and capital expenditures. We cannot assure that continued funding will be available. At the same time we intend to pursue other opportunities, hopefully to make financing easier.
Our future financial results will depend primarily on (1) our ability to fully implement our business plan, (2) our ability to develop our website (3) generate revenue from classified advertisements and display ads and (4) develop our brand awareness. We cannot assure that we will be successful in any of these activities or that the prices of oil and gas prevailing at the time of production will be at a level allowing for profitable production
We have not entered into commodity swap arrangements or hedging transactions. Although we have no current plans to do so, we may enter into commodity swap and/or hedging transactions in the future in conjunction with oil and gas production. We have no off-balance sheet arrangements.
On December 8, 2008 we entered into an Interim Agreement with Pyro Pharmaceuticals, Inc. of Los Angeles California. Pyro Pharmaceuticals, Inc. is engaged in the business of developing therapeutics against multi-drug resistant infectious microorganisms. A definitive agreement be entered into as soon as possible but no later than January 15, 2009, with Closing to occur on or before February 27, 2009 and will be subject to certain terms and conditions. The Definitive Agreement will provide for the exchange of each of the Company’s common stock, with Fero remaining as the parent entity and Pyro a wholly owned subsidiary.
Liquidity and Capital Resources
As of March 31, 2010 we had no available cash. We plan to continue to provide for our capital needs by issuing debt or equity securities.
We will require additional financing in order to complete our stated plan of operations for the next twelve months. We believe that we will require additional financing to carry out our intended objectives during the next twelve months. There can be no assurance, however, that such financing will be available or, if it is available, that we will be able to structure such financing on terms acceptable to us and that it will be sufficient to fund our cash requirements until we can reach a level of profitable operations and positive cash flows. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. We currently have no firm commitments for any additional capital.
The downturn in the United States stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our shares of common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.
We presently do not have any available credit, bank financing or other external sources of liquidity. Due to our brief history and historical operating losses, our operations have not been a source of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.
To date, we have generated minimal revenues and have incurred operating losses in every quarter. These factors among others may raise substantial doubt about our ability to continue as a going concern.
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 5. Other Events
None
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
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.
FERO INDUSTRIES INC.
Dated May 14, 2010
/s/Kyle Schlosser
Kyle Schlosser, President, Director and Chief Executive Officer
/s/Leigh Ann Squire
Leigh Ann Squire, Secretary/Treasurer, Director and Principal Accounting Officer
