254-16 Midlake, Alberta, Canada T2X 2X7
Address of principal executive offices)
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 [ ]
No [ ]
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 [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ]
Accelerated Filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [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 []
There were shares of 25,500,000 Common Stock outstanding as of May , 2010
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
(Unaudited)
Page
Balance Sheets – March 31, 2010 and June 30, 2009 (Audited) F-1
Statements of Operations -
Three months and Nine Months ended March 31, 2010 and 2009 and
From December 20, 2006 (Inception) to March 31, 2010
F-2,
Statements of Cash Flows –
Nine months ended March 31, 2010 and 2009 and
From December 20, 2006 (Inception) to March 31, 2010
F-3
Notes to the Financial Statements
F-4
Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
1
Item 3. Quantitative and Qualitative Disclosures About Market Risk 4
–Not Applicable
Item 4. Controls and Procedures
4
Item 4T. Controls and Procedures
4
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
6
Item 1A. Risk Factors-Not Applicable
6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
9
Item 3. Defaults Upon Senior Securities –Not Applicable
9
Item 4. Submission of Matters to a Vote of Security Holders –Not Applicable
9
Item 5. Other Information
9
Item 6. Exhibits
9
SIGNATURES
Item 1. Financial Statements
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. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act. The words “believes,” “anticipates,” “plans,” “seeks,” “expects,” “intends” and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. The factors discussed elsewhere in this Form 10-Q could also cause actual results to differ materially from those indicated by the Company’s forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements.
Business 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 October 13, 2009 Fero Industries, Inc. (the “Registrant”) entered into a Definitive Share Exchange Agreement to acquire Pyro Pharmaceuticals, Inc. of Irvine California. On December 8, 2009 the registrant and Pyro Pharmaceuticals, Inc. mutually terminated the Share Exchange Agreement and Entered in to an Asset Purchase Agreement. Pyro Pharmaceuticals, Inc. is engaged in the business of developing therapeutics against multi-drug resistant infectious microorganisms. The Definitive Agreement provides for the Purchase of Pyro’s assets for shares of the Company’s common stock, with Fero remaining as the parent entity and Pyro as a subsidiary. It is anticipated that a final closing to occur upon completion of Pyro’s audited financial Statements and will be subject to certain terms and conditions as set forth in the definitive agreement.
Liquidity and Capital Resources
As of March 31, 2009 we had no available cash. We plan to continue to provide for our capital needs by issuing debt or equity securities or receiving advances from shareholders or our officers and directors.
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 no 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.
2
Results of Operations
For the Nine months Ended March 31, 2010 compared to the Nine months Ended February 28, 2009
We are an exploration stage and have no revenues to date.
We incurred operating expenses of $2,250 and $10,250for the nine month periods ended March 31, 2010 and 2009, respectively. The decrease of $ 8,000 is a result of the decrease in professional fees and general and administrative expenses over the prior period. The decrease in our operating expenses for the Nine months ended March 31, 2010 was a result of decreased administrative expenses and exploration activities in connection with our on going exploration efforts.
During the Nine months ended March 31, 2010, we recognized a net loss of $2,250 compared to a net loss of 10,250 for the Nine months ended February 28, 2009. The decrease was a result of the decrease in operational expenses as discussed above.
Liquidity and Capital Resources
At March 31, 2010, we had total assets of $0 consisting of cash. At March 31, 2010, we had total current liabilities of $37,905, consisting of accrued expenses of $12,500 and an advance from shareholders of $25,405,
During the Nine months ended March 31, 2010, we used cash of $4,905 in operations. During the Nine months ended March 31, 2010, net losses of $4,905 were not adjusted for any non-cash items. During the nine months ended March 31, 2009, net losses of $15,155 were not adjusted for any non-cash items.
During the Nine months ended March 31, 2010 and 2009, we did not have any cash flows from investment activities.
During the Nine months ended March 31, 2010, we received $0 from our financing activities. During the Nine months ended March, 2009, we received $0 from our financing activities
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Need for Additional Financing
We do not have capital sufficient to meet our cash needs. We will have to seek loans or equity placements to cover such cash needs. Once exploration commences, our needs for additional financing is likely to increase substantially.
No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred.
3
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Principal Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), Mr. Schlosser our Chief Executive Officer and Principal Accounting Officer, carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation,
Mr. Schlosser has concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of the deficiency in our internal control over financial reporting discussed below.
ITEM 4T. CONTROLS AND PROCEDURES
Management’s Quarterly Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
(1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
4
Management's assessment of the effectiveness of the registrant's internal control over financial reporting is as of the three months ended March 31, 2010. We believe that internal control over financial reporting is effective, We have not identified any, current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2010, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1.
Legal Proceedings.
Fero Industries Inc. is not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.
Item 1A. Risk Factors.
Not applicable
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
There were no sales of unregistered securitiesduring the period covered by this report
Item 3. Defaults Upon Senior Securities.
There were no defaults upon senior securities during the period covered by this report.
Item 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders during the period covered by this report.
Item 5. Other Information.
We did not file Current Reports on Form 8-K during the period ended March 31, 2010
5
Item 6. Exhibits.
Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
Exhibit 31.1
Certification of Chief Executive and Principal Accounting Officer pursuant to
Section 302 of the Sarbanes-Oxley Act
Exhibit 32.1
Certification of Principal Executive and Accounting Officer pursuant to Section 906
of the Sarbanes-Oxley Act
6
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 18, 2010
Fero Industries Inc. (Registrant)
By:
/s/ Kyle Schlosser
______________________________
Kyle Schlosser
Chief Executive Officer
and Principal Accounting Officer