UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C and 14F
Information Statement Pursuant to Section 14c and Section 14f of the
Securities Exchange Act of 1934
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
ý | Preliminary Information Statement | |
o | Confidential, for use of the Commission only (as permitted by Rule 14c-5 (d)(2)) | |
o | Definitive Information Statement |
WHISTLEPIG ENTERPRISES, INC. |
(Name of Registrant as Specified in its Charter) |
Payment of Filing Fee (Check the appropriate box):
ý | No fee required | ||
o | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. | ||
(1) | Title of each class of securities to which transactions applies. | ||
(2) | Aggregate number of securities to which transaction applies. | ||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (Set forth the amount on which the filing fee is calculated and state how it was determined). | ||
(4) | Proposed maximum aggregate value of transaction: | ||
(5) | Total fee paid: | ||
o | Fee paid previously with preliminary materials | ||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
(1) | Amount Previously Paid: | ||
(2) | Form, Schedule or Registration Statement No.: | ||
(3) | Filing Party: | ||
(4) | Date Filed: |
WHISTLEPIG ENTERPRISES, INC.
7060-B South Tucson Way
Centennial, Colorado 80112
(303)350-1255
Information statement pursuant to Section 14c and Section 14f
of the Securities Exchange Act of 1934
and Rule 14c-1 et seq and Rule 14f-1 et seq.
WE ARE PROVIDING THIS INFORMATION STATEMENT SOLELY FOR INFORMATIONAL PURPOSES AND NOT IN CONNECTION WITH ANY STOCKHOLDER VOTE OF WHISTLEPIG ENTERPRISES, INC.
DECEMBER__, 2009
As used in this Information Statement, “we”, “us”, “our”, “Company” and “WhistlePig” refer to WHISTLEPIG ENTERPRISES, INC. and CST Oil & Gas Corporation, a Colorado corporation,
This Information Statement is being furnished to the record holders of our common stock of November 23, 2009 (“Record Date”), according to the Sections 14(c) and 14(f) and Rule 14c-1 et seq. and Rule 14f-1 et seq requirements of the Securities Act of 1934, as amended. This also notifies our stockholders that on or about November 23, 2009, we received written consents in lieu of a meeting of stockholders from holders of a majority of our common stock (84.6%) (”Majority Stockholders”) for the following:
· | Approving a change in the majority of our Directors (“Change of Control”); |
· | Approving the Amendment to our Articles of Incorporation to change our name to CST Holding Corp. (“Name Change”); |
Our Board of Directors knows of no other matters other than those described in this Information Statement that have been recently approved or considered by the holders of a majority of the shares of the Company’s voting stock.
This Information Statement is first being mailed or furnished to the Company’s stockholders on or about _____________, 2009. The change in a majority of our Directors will not become effective until at least 10 days thereafter, and the Name Change will not become effective until at least 20 days thereafter. We will pay all expenses in connection with our distributing this Information Statement.
OUTSTANDING VOTING SECURITIES
As of the Record Date, 9,696,000 shares of our common stock were issued and outstanding. No shares of preferred stock have been issued or are outstanding. Each share of common stock entitles the holder to one vote on each matter that may come before a meeting of the stockholders. Only holders of record of the Common Stock at the close of business on the Record Date were entitled to participate in the written consent of the Company’s stockholders.
On November 23, 2009, our Board approved the Change of Control and the Name change and recommended that the Articles of Incorporation be amended in order to change our name to CST Holding Corp. Stockholders holding an aggregate of 8,200,000 shares or 84.6% approved these actions.
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The Change of Control will be effective 10 days after this Information Statement has been filed and mailed. The proposed Amendment to the Articles of Incorporation for the Name Change will be filed with the Colorado Secretary of State on or before ______________, 2009. If the proposed Amendment were not adopted by written majority shareholder consent, it would have been necessary for this action to be considered by the Company’s shareholders at a special shareholder’s meeting convened for the specific purpose of approving the Amendment.
Our Board has determined that all Shareholders ARE NOT REQUIRED to return their certificates to have them re-issued by the Transfer Agent.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our Common Stock as of November 23, 2009, for: (i) each person who we know beneficially owns more than 5% of our Common Stock; (ii) each of our Directors; (iii) each of our Officers and (iv) all of our Directors and Executive Officers as a group. As of November 23, 2009, (the “Record Date”), there were 9,696,000 shares of the Company’s common stock issued and outstanding. Each stockholder’s percentage ownership is based on 9,696,000 shares of our common stock outstanding as of November 23, 2009.
Amount and Nature of Beneficial | |||||||||||||||||||||||
Ownership | |||||||||||||||||||||||
Notes Convertible | |||||||||||||||||||||||
and Options and | |||||||||||||||||||||||
Warrants | |||||||||||||||||||||||
Exercisable Within | |||||||||||||||||||||||
Name of Beneficial Owner | Shares | 60 Days | Percent of Class | ||||||||||||||||||||
Directors and Executive Officers | |||||||||||||||||||||||
Christine Tedesco(1) | 8,200,000 | 0 | 84.6% | ||||||||||||||||||||
Michael Thomsen | 0 | 0 | 0 | ||||||||||||||||||||
Steven A. Tedesco(1) | 8,200,000 | 0 | 84.6% | ||||||||||||||||||||
All executive officers and directors as a group (2 persons) | 8,200,000 | 0 | 84.6% | ||||||||||||||||||||
(1) | Includes 4,050,000 shares owned of record by Christine Tedesco and 4,050,000 shares owned of record by Steven A. Tedesco. In addition, Steven A. Tedesco owns 100,000 shares of record. Christine and Steven Tedesco are husband and wife. A total of 8,000,000 shares were acquired in the Share Exchange transaction. A total of 100,000 shares have been privately purchased from existing shareholders. |
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Directors and Executive Officers
The following tables set forth information regarding the Company’s current executive officers and directors and the proposed executive officers and directors of the Company:
Name | Age | Position | |
Christine Tedesco | 57 | President, Chief Executive and Financial Officer, Treasurer and Director | |
Michael Thomsen | 56 | Executive Vice President, Secretary, and Director |
The biographies of each of our executive officers and directors are as follows:
Christine Tedesco is the co-founder and Chief Operating Officer of CST and has held this position since its founding in 1985. Since 1994, she has also been a Vice President and Director of Atoka Coal Bed Methane Laboratories, a provider of surface geochemical technologies for natural gas exploration companies. In 2000, she co-founded Running Foxes Petroleum, a petroleum and natural gas exploration and production company. She continues with these companies in these capacities to the present. Ms. Tedesco obtained a BA Degree in Marketing from Kent State University in 1974.
Michael Thomsen has over 30 years experience in the natural resources industry and has worked in over 40 countries in exploration and project acquisitions. He is the former Chairman of Oil Quest Resources plc, a British oil and gas exploration company which merged into the North Sea oil explorer, Encore Oil plc in 2006. His work with US energy producer Freeport-McMoRan Inc. from 1977 to 1987 included exploration in the Gulf of Mexico, the Permian Basin of west Texas, the Sinai-Sea region of Egypt, the Sergipe Basin offshore Brazil and the Neuquen Basin of western Argentina. His US experience with Freeport was primarily directed at the Permian Basin of west Texas and his international work involved basin evaluation in Egypt, Brazil and Argentina. From 1988 to 2002 he was a director of exploration for Gold Fields and Newmont, two major international natural resources groups. He is currently Chairman of Nighthawk Energy plc, a London listed company with oil and gas assets in the US. Mr. Thomsen obtained a Bachelors Degree from the University of Wisconsin majoring in Geology graduating with honors.
The Board of Directors currently does not have any committees. Following the completion of the Share Exchange, we intend to establish audit and compensation committees and such other committees as determined advisable by our Board.
Term of Office
The Company’s directors are appointed for one-year term to hold office until the next annual general meeting of the Company’s stockholders or until removed from office in accordance with the Company’s bylaws and the provisions of the Colorado Revised Statutes.
The Company’s officers are appointed by the Company’s Board of Directors and hold office until they resign, are removed, or elect not to stand for re-election.
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Legal Proceedings Involving Directors, Executive Officers and Certain Beneficial Owners.
The Company is not aware of any legal proceedings to which any current or prospective director, officer, affiliate of the Company, or owner of more than five percent of the Company’s Common Stock (beneficially or of record) is a party adverse in interest to the Company.
Family Relationships
Our control shareholders, Steven A. Tedesco and Christine Tedesco, are husband and wife.
Certain Relationships and Related Transactions
The Company currently occupies approximately 450 square feet of office space which we rent from our President and largest shareholder on a month-to-month basis, currently without charge.
In 2008 and the six months ended June 30, 2009 CST paid a company related by common control approximately $4,500 and $14,500 for general and administrative expenses. At December 31, 2008 and June 30, 2009 we owed $40,000 to an officer for due on demand, non-interest bearing working capital advances.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s executive officers and directors and persons who own more than 10% of a registered class of the Company’s securities (the “Reporting Persons”) to file reports of ownership and changes in ownership with the SEC. The Reporting Persons are required by SEC regulations to furnish the Company with copies of all forms they file pursuant to Section 16(a). Based solely on a review of such reports received by the Company, the Company believes that, during the last fiscal year, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them.
Directors Independence
Currently, none of the Company’s directors are classified as independent directors under this definition.
Committees of the Company’s Board of Directors.
We currently do not have standing audit, nominating or compensation committees of its Board of Directors. Currently our entire Board performs these functions. The Company does not have charters for any of the above committees.
Meetings of Directors
There were no meetings of the Board of Directors during the last full fiscal year and all actions taken by the Board of Directors were taken by consent resolution. The Company did not hold an annual meeting of the Company’s security holders during the prior fiscal year and does not have a policy requiring attendance by members of the Board of Directors.
Compensation of Executive Officers and Directors
As of June 30, 2009, the Company has paid no compensation to any executive or director.
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Outstanding Equity Awards at Fiscal Year-End
We did not grant any equity awards since its inception.
Employment Contracts
We have no employment contracts, termination of employment or change-in-control arrangements with any of our executive officers or directors.
Director Compensation
We currently have no formal plan for compensating our directors for their services in their capacity as directors.
Trading Activities
The Company’s common stock is not quoted on trading system.
DESCRIPTION OF STOCKHOLDER MATTERS
The two proposals described in this Information Statement are
· | A Change of Control of the majority of our Directors; |
· | Name Change of our company to CST Holding Corp. |
On November 23, 2009, our Board voted to recommend these proposals and on November 23, 2009, the Majority Stockholders holding approximately 86.4% of the outstanding shares approved and adopted these resolutions. This eliminates the need for a special Stockholder meeting to approve these proposals. This also reduces the costs and management time involved in holding a special meeting and in order to effect the Amendment as early as possible in order to accomplish our purposes.
No further action will be needed with respect to the Change of Control, which will be effective 10 days following the filing and mailing of this Information Statement. The Amendments to our Articles of Incorporation for the Name Change, the Share Increase, and the Combinations will be filed on or about November__, 2009 with the Secretary of State of the State of Colorado, which is not less than 20 days from the date of this mailing.
CHANGE OF CONTROL OF A MAJORITY OF OUR DIRECTORS
On September 30, 2009, WhistlePig and CST Oil & Gas Corporation, a Colorado corporation, (“CST”) entered into a Share Exchange agreement (the “Share Exchange Agreement”) whereby the shareholders of CST exchanged all of their common stock for common shares of WHISTLEPIG(the “Share Exchange”). In connection with the Share Exchange, the stockholders of CST exchanged all of their CST stock for a total of 8,000,000 shares of common stock of WHISTLEPIG. Immediately prior to the Share Exchange, certain existing shareholders of WHISTLEPIG tendered a total of 8,000,000 shares of WHISTLEPIG’s common stock to the company for cancellation, leaving 1,696,000 issued and outstanding WHISTLEPIG common shares. As a result, following the Share Exchange WHISTLEPIG had 9,696,000 shares of its common stock issued and outstanding, of which approximately 84.6% were held by the former shareholders of CST. Following the closing of the Share Exchange, WHISTLEPIG’s name will be changed to CST Holding Corp, or some derivation thereof. Upon completion of the Share Exchange, we adopted CST’s business plan.
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Effective with the closing of the stock exchange transaction, our then Board of Directors consisting of Jeanie Clifford, appointed Christine Tedesco as our Chief Executive Officer, Chief Financial Officer, Director, and Chair.
Ten days after the mailing of this Information Statement, our two Directors will nominate and appoint Mr. Michael Thomsen to our Board. Following that action, Mrs. Clifford will resign as a Board member. Our Bylaws provide that at all times there will not be less than one Director. Additionally, vacancies and newly-created directorships resulting from any increase in the number of directors may be filled by a majority of the directors then in office, or by the sole director. As such, Madames Clifford and Tedesco have full authority to appoint Mr. Thomsen to our Board without shareholder approval.
Thereafter, Mrs. Clifford, who has delivered her letter of resignation as an officer and Director of the Company, will resign. Mrs. Tedesco will remain on the Board and continue as its Chair. Mrs. Clifford stated that her resignation was not because of any disagreement with the Board, but because of the change in control of the Company. This change of control will be effectuated as a result of the September 30, 2009 transaction.
NAME CHANGE
Our Board of Directors and the Majority Stockholders have also determined that it is in our best interest to amend our name. Our business strategy is to carry on active operations in the oil and gas business. Currently, our focus is to provide well servicing and roustabout services to the petroleum industry in Kansas. CST Oil & Gas Corporation is the active component of our company. Therefore, we believe that, the name “CST Holding Corp.” better describes our business model. We have reserved the name in Colorado.
FINANCIAL STATEMENTS
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WHISTLEPIG ENTERPRISES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Quarter Ended September30, 2009
TABLE OF CONTENTS
Page | |
CONSOLIDATED FINANCIAL STATEMENTS | |
Consolidated balance sheets | 4 |
Consolidated statements of operations | 5 |
Consolidated statements of cash flows | 6 |
Notes to consolidated financial statements | 8 |
9Months Ended 9-30-2009 Page 1
WHISLTEPIG ENTERPRISES, INC. | ||||||||
CONSOLIDATED BALANCE SHEETS | ||||||||
Spet. 30, 2009 | ||||||||
Dec. 31, 2008 | (Unaudited) | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 63,150 | $ | 28,142 | ||||
Accounts receivable | - | 37,717 | ||||||
Prepaid expenses | 2,197 | |||||||
Total current assets | 65,347 | 65,859 | ||||||
Fixed assets | 24,442 | |||||||
Accumulated depreciation | (1,879 | ) | ||||||
- | 22,563 | |||||||
Total Assets | $ | 65,347 | $ | 88,422 | ||||
LIABILITIES & STOCKHOLDERS' EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | - | $ | 33,109 | ||||
Related party payable | 40,000 | 40,000 | ||||||
Total current liabilties | 40,000 | 73,109 | ||||||
Total Liabilities | 40,000 | 73,109 | ||||||
Stockholders' Equity | ||||||||
Common stock, $.001 par value; | ||||||||
50,000,000 shares authorized; | ||||||||
8,000,000 (2008) and 9,696,000 (2009) | ||||||||
shares issued and outstanding | 8,000 | 9,696 | ||||||
Additional paid in capital | 92,141 | 90,489 | ||||||
Accumulated deficit | (74,794 | ) | (84,872 | ) | ||||
Total Stockholders' Equity | 25,347 | 15,313 | ||||||
Total Liabilities and Stockholders' Equity | $ | 65,347 | $ | 88,422 |
The accompanying notes are an integral part of the financial statements.
9Months Ended 9-30-2009 Page 2
WHISLTEPIG ENTERPRISES, INC. | ||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
Sept. 30, 2008 | Sept. 30, 2009 | Sept. 30, 2008 | Sept. 30, 2009 | |||||||||||||
Sales (net of returns) - related party | $ | 600 | $ | 119,396 | $ | 600 | $ | 321,158 | ||||||||
Cost of goods sold | - | 30,000 | 56,123 | |||||||||||||
Gross profit | 600 | 89,396 | 600 | 265,035 | ||||||||||||
Operating expenses: | ||||||||||||||||
Depreciation | - | 1,222 | 1,879 | |||||||||||||
General and administrative | 22,732 | 98,475 | 22,742 | 223,234 | ||||||||||||
22,732 | 99,697 | 22,742 | 225,113 | |||||||||||||
Income (loss) from operations | (22,132 | ) | (10,301 | ) | (22,142 | ) | 39,922 | |||||||||
Other income (expense): | ||||||||||||||||
- | - | - | - | |||||||||||||
Income (loss) before | ||||||||||||||||
provision for income taxes | (22,132 | ) | (10,301 | ) | (22,142 | ) | 39,922 | |||||||||
Provision for income tax | - | - | - | - | ||||||||||||
Net income (loss) | $ | (22,132 | ) | $ | (10,301 | ) | $ | (22,142 | ) | $ | 39,922 | |||||
Net income (loss) per share | ||||||||||||||||
(Basic and fully diluted) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | 0.00 | |||||
Weighted average number of | ||||||||||||||||
common shares outstanding | 8,000,000 | 8,000,000 | 8,000,000 | 8,000,000 |
The accompanying notes are an integral part of the financial statements.
9Months Ended 9-30-2009 Page 3
WHISTLEPIG ENTERPRISES, INC. | ||||||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
Sept. 30, 2008 | Sept. 30, 2009 | Sept. 30, 2008 | Sept. 30, 2009 | |||||||||||||
Cash Flows From Operating Activities: | ||||||||||||||||
Net income (loss) | $ | (22,132 | ) | $ | (10,301 | ) | $ | (22,142 | ) | $ | 39,922 | |||||
Adjustments to reconcile net loss to | ||||||||||||||||
net cash provided by (used for) | ||||||||||||||||
operating activities: | ||||||||||||||||
Depreciation | - | 1,222 | - | 1,879 | ||||||||||||
Accounts receivable | (37,717 | ) | (37,717 | ) | ||||||||||||
Prepaid expenses | - | 2,197 | ||||||||||||||
Accrued payables | (10 | ) | 33,109 | 33,109 | ||||||||||||
Net cash provided by (used for) | ||||||||||||||||
operating activities | (22,142 | ) | (13,687 | ) | (22,142 | ) | 39,390 | |||||||||
Cash Flows From Investing Activities: | ||||||||||||||||
Fixed assets | - | - | - | (24,442 | ) | |||||||||||
Net cash provided by (used for) | ||||||||||||||||
investing activities | - | - | - | (24,442 | ) | |||||||||||
(Continued On Following Page) |
The accompanying notes are an integral part of the financial statements.
9Months Ended 9-30-2009 Page 4
WHISTLEPIG ENTERPRISES, INC. | ||||||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||||
(Unaudited) | ||||||||||||||||
(Continued From Previous Page) | ||||||||||||||||
Three Months | Three Months | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | |||||||||||||
Sept. 30, 2008 | Sept. 30, 2009 | Sept. 30, 2008 | Sept. 30, 2009 | |||||||||||||
Cash Flows From Financing Activities: | ||||||||||||||||
Related party payable - borrowings | 40,000 | (30,000 | ) | 40,000 | ||||||||||||
Paid in capital | ||||||||||||||||
Common stock issuances | 44 | 44 | ||||||||||||||
Distributions | - | (50,000 | ) | |||||||||||||
Net cash provided by (used for) | ||||||||||||||||
financing activities | 40,000 | (29,956 | ) | 40,000 | (49,956 | ) | ||||||||||
Net Increase (Decrease) In Cash | 17,858 | (43,643 | ) | 17,858 | (35,008 | ) | ||||||||||
Cash At The Beginning Of The Period | - | 71,785 | - | 63,150 | ||||||||||||
Cash At The End Of The Period | $ | 17,858 | $ | 28,142 | $ | 17,858 | $ | 28,142 | ||||||||
Schedule Of Non-Cash Investing And Financing Activities | ||||||||||||||||
None | ||||||||||||||||
Supplemental Disclosure | ||||||||||||||||
Cash paid for interest | $ | - | $ | - | $ | - | $ | - | ||||||||
Cash paid for income taxes | $ | - | $ | - | $ | - | $ | - |
The accompanying notes are an integral part of the financial statements.
9Months Ended 9-30-2009 Page 5
WHISTLEPIG ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Whistlepig Enterprises, Inc. (the “Company”), was incorporated in the State of Colorado on May 30, 2007. The Company was formed to provide equestrian consulting and advisory services to individuals, businesses and other organizations. The Company is currently considered to be in the development stage, having generated no revenues and conducted only limited activities.
On September 30, 2009 Whistlepig Enterprises, Inc. entered into a share exchange agreement (the "Agreement") with CST Oil and Gas Corporation, exchanging 8,000,000 shares of its common stock with no readily available market price for 100% of the outstanding common stock of CST Oil and Gas Corporation. The transaction was accounted for as a reverse acquisition as the shareholders of CST Oil and Gas Corporation retained the majority of the outstanding common stock of Whistlepig Enterprises, Inc. after the share exchange. Effective with the Agreement, the Company's stockholders' equity was retroactively recapitalized as that of CST Oil and Gas Corporation, while 100% of the assets and liabilities of Whistlepig Enterprises, Inc. valued at $44 were recorded as being acquired in the reverse merger for its 1,696,000 outstanding common shares on the merger date. The accompanying financial statements exclude the financial position, results of operations and cash flows of Whistlepig Enterprises, Inc. prior to the September 30, 2009 reverse acquisition. The activity of the two companies subsequent to September 30, 2009 will be consolidated.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of Whistlepig Enterprises, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
9Months Ended 9-30-2009 Page 6
WHISTLEPIG ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated methods over each item's estimated useful life.
Revenue recognition
Revenue is recognized on an accrual basis after services have been performed under contract terms, the event price to the client is fixed or determinable, and collectibility is reasonably assured.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income tax
The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
9Months Ended 9-30-2009 Page 7
WHISTLEPIG ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Financial Instruments
The carrying value of the Company’s financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.
9Months Ended 9-30-2009 Page 8
CST OIL AND GAS CORPORATION
FINANCIAL STATEMENTS
December 31, 2007 and 2008,
& June 30, 2009 (Unaudited)
CST OIL AND GAS CORPORATION
Financial Statements
TABLE OF CONTENTS
Page | |
REPORT OF INDEPENDENT REGISTERED | |
PUBLIC ACCOUNTING FIRM | F-1 |
FINANCIAL STATEMENTS | |
Balance sheets | F-2 |
Statements of operations | F-3 |
Statements of stockholders’ equity | F-4 |
Statements of cash flows | F-5 |
Notes to financial statements | F-7 |
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
CST Oil and Gas Corporation
Centennial, Colorado
I have audited the accompanying balance sheets of CST Oil and Gas Corporation as of December 31, 2007 and 2008, and the related statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CST Oil and Gas Corporation as of December 31, 2007 and 2008, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Aurora, Colorado | /s/ Ronald R. Chadwick, P.C. |
September 17, 2009 | RONALD R. CHADWICK, P.C. |
F - - 1
CST OIL AND GAS CORPORATION | ||||||||||||
BALANCE SHEETS | ||||||||||||
June 30, 2009 | ||||||||||||
Dec. 31, 2007 | Dec. 31, 2008 | (Unaudited) | ||||||||||
ASSETS | ||||||||||||
Current assets | ||||||||||||
Cash | $ | - | $ | 63,150 | $ | 71,785 | ||||||
Prepaid expenses | 2,197 | |||||||||||
Total current assets | - | 65,347 | 71,785 | |||||||||
Fixed assets | 24,442 | |||||||||||
Accumulated depreciation | (657 | ) | ||||||||||
- | - | 23,785 | ||||||||||
Total Assets | $ | - | $ | 65,347 | $ | 95,570 | ||||||
LIABILITIES & STOCKHOLDERS' EQUITY | ||||||||||||
Current liabilities | ||||||||||||
Related party payable | $ | - | $ | 40,000 | $ | 40,000 | ||||||
Total current liabilties | - | 40,000 | 40,000 | |||||||||
Total Liabilities | - | 40,000 | 40,000 | |||||||||
Stockholders' Equity | ||||||||||||
Common stock, no par value; | ||||||||||||
100,000 shares authorized; | ||||||||||||
100,000 shares issued and outstanding | 100,000 | 100,000 | 100,000 | |||||||||
Additional paid in capital | 141 | 141 | 141 | |||||||||
Accumulated deficit | (100,141 | ) | (74,794 | ) | (44,571 | ) | ||||||
Total Stockholders' Equity | - | 25,347 | 55,570 | |||||||||
Total Liabilities and Stockholders' Equity | $ | - | $ | 65,347 | $ | 95,570 |
The accompanying notes are an integral part of the financial statements.
F - - 2
CST OIL AND GAS CORPORATION | ||||||||||||||||
STATEMENTS OF OPERATIONS | ||||||||||||||||
Six Months | Six Months | |||||||||||||||
Ended | Ended | |||||||||||||||
Year Ended | Year Ended | June 30, 2008 | June 30, 2009 | |||||||||||||
Dec. 31, 2007 | Dec. 31, 2008 | (Unaudited) | (Unaudited) | |||||||||||||
Sales (net of returns) - related party | $ | - | $ | 109,061 | $ | - | $ | 201,762 | ||||||||
Cost of goods sold | 14,114 | 26,123 | ||||||||||||||
Gross profit | - | 94,947 | - | 175,639 | ||||||||||||
Operating expenses: | ||||||||||||||||
Depreciation | 657 | |||||||||||||||
General and administrative | 10 | 69,600 | 10 | 124,759 | ||||||||||||
10 | 69,600 | 10 | 125,416 | |||||||||||||
Income (loss) from operations | (10 | ) | 25,347 | (10 | ) | 50,223 | ||||||||||
Other income (expense): | ||||||||||||||||
- | - | - | - | |||||||||||||
Income (loss) before | ||||||||||||||||
provision for income taxes | (10 | ) | 25,347 | (10 | ) | 50,223 | ||||||||||
Provision for income tax | - | - | - | - | ||||||||||||
Net income (loss) | $ | (10 | ) | $ | 25,347 | $ | (10 | ) | $ | 50,223 | ||||||
Net income (loss) per share | ||||||||||||||||
(Basic and fully diluted) | $ | (0.00 | ) | $ | 0.25 | $ | (0.00 | ) | $ | 0.50 | �� | |||||
Weighted average number of | ||||||||||||||||
common shares outstanding | 100,000 | 100,000 | 100,000 | 100,000 |
The accompanying notes are an integral part of the financial statements.
F - - 3
CST OIL AND GAS CORPORATION | ||||||||||||||||||||
STATEMENTS OF STOCKHOLDERS' EQUITY | ||||||||||||||||||||
Common Stock | Stock- | |||||||||||||||||||
Amount | Paid in | Accumulated | holders' | |||||||||||||||||
Shares | No Par | Capital | Deficit | Equity | ||||||||||||||||
Balances at December 31, 2006 | 100,000 | $ | 100,000 | $ | 131 | $ | (100,131 | ) | $ | - | ||||||||||
Net income (loss) for the year | 10 | (10 | ) | - | ||||||||||||||||
Balances at December 31, 2007 | 100,000 | $ | 100,000 | $ | 141 | $ | (100,141 | ) | $ | - | ||||||||||
Net income (loss) for the year | 25,347 | 25,347 | ||||||||||||||||||
Balances at December 31, 2008 | 100,000 | $ | 100,000 | $ | 141 | $ | (74,794 | ) | $ | 25,347 | ||||||||||
Distributions | (20,000 | ) | (20,000 | ) | ||||||||||||||||
Net income (loss) for the period | 50,223 | 50,223 | ||||||||||||||||||
Balances at | ||||||||||||||||||||
June 30, 2009 - unaudited | 100,000 | $ | 100,000 | $ | 141 | $ | (44,571 | ) | $ | 55,570 |
The accompanying notes are an integral part of the financial statements.
F - - 4
CST OIL AND GAS CORPORATION | ||||||||||||||||
STATEMENTS OF CASH FLOWS | ||||||||||||||||
Six Months | Six Months | |||||||||||||||
Ended | Ended | |||||||||||||||
Year Ended | Year Ended | June 30, 2008 | June 30, 2009 | |||||||||||||
Dec. 31, 2007 | Dec. 31, 2008 | (Unaudited) | (Unaudited) | |||||||||||||
Cash Flows From Operating Activities: | ||||||||||||||||
Net income (loss) | $ | (10 | ) | $ | 25,347 | $ | (10 | ) | $ | 50,223 | ||||||
Adjustments to reconcile net loss to | ||||||||||||||||
net cash provided by (used for) | ||||||||||||||||
operating activities: | ||||||||||||||||
Depreciation | 657 | |||||||||||||||
Prepaid expenses | (2,197 | ) | 2,197 | |||||||||||||
Accrued payables | 10 | |||||||||||||||
Net cash provided by (used for) | ||||||||||||||||
operating activities | (10 | ) | 23,150 | - | 53,077 | |||||||||||
Cash Flows From Investing Activities: | ||||||||||||||||
Fixed assets | - | - | - | (24,442 | ) | |||||||||||
Net cash provided by (used for) | ||||||||||||||||
investing activities | - | - | - | (24,442 | ) | |||||||||||
(Continued On Following Page)
F - - 5
CST OIL AND GAS CORPORATION | ||||||||||||||||
STATEMENTS OF CASH FLOWS | ||||||||||||||||
(Continued From Previous Page) | ||||||||||||||||
Six Months | Six Months | |||||||||||||||
Ended | Ended | |||||||||||||||
Year Ended | Year Ended | June 30, 2008 | June 30, 2009 | |||||||||||||
Dec. 31, 2007 | Dec. 31, 2008 | (Unaudited) | (Unaudited) | |||||||||||||
Cash Flows From Financing Activities: | ||||||||||||||||
Related party payable - borrowings | 40,000 | |||||||||||||||
Paid in capital | 10 | |||||||||||||||
Distributions | - | (20,000 | ) | |||||||||||||
Net cash provided by (used for) | ||||||||||||||||
financing activities | 10 | 40,000 | - | (20,000 | ) | |||||||||||
Net Increase (Decrease) In Cash | - | 63,150 | - | 8,635 | ||||||||||||
Cash At The Beginning Of The Period | - | - | - | 63,150 | ||||||||||||
Cash At The End Of The Period | $ | - | $ | 63,150 | $ | - | $ | 71,785 | ||||||||
Schedule Of Non-Cash Investing And Financing Activities | ||||||||||||||||
None | ||||||||||||||||
Supplemental Disclosure | ||||||||||||||||
Cash paid for interest | $ | - | $ | - | $ | - | $ | - | ||||||||
Cash paid for income taxes | $ | - | $ | - | $ | - | $ | - |
The accompanying notes are an integral part of the financial statements.
F - - 6
CST OIL AND GAS CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2008, & June 30, 2009 (Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CST Oil and Gas Corporation (the “Company”), was incorporated in the State of Colorado on May 8, 1985. The Company sells oil and gas field workover services.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.
Accounts receivable
The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At December 31, 2007 and 2008, and June 30, 2009 the Company had no balance in its allowance for doubtful accounts.
Property and equipment
Property and equipment are recorded at cost and depreciated under accelerated or straight line methods over each item's estimated useful life.
Revenue recognition
Revenue is recognized on an accrual basis as earned under contract terms. Specifically, revenue from product sales is recognized subsequent to a customer ordering a product at an agreed upon price, delivery has occurred, and collectibility is reasonably assured.
Advertising costs
Advertising costs are expensed as incurred. The Company had no advertising costs in 2007 or 2008, or for the six months ended June 30, 2009.
F - - 7
CST OIL AND GAS CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2008, & June 30, 2009 (Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Income tax
The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Because the Company through June 2009 has operated as an S-corporation, the Company is a pass-through entity for federal income tax purposes and pays no income tax at the corporate level.
Net income (loss) per share
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.
Financial Instruments
The carrying value of the Company’s financial instruments, as reported in the accompanying balance sheets, approximates fair value.
Long-Lived Assets
In accordance with Statement of Financial Accounting Standard 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company regularly reviews the carrying value of intangible and other long-lived assets for the existence of facts or circumstances, both internally and externally, that December suggest impairment. If impairment testing indicates a lack of recoverability, an impairment loss is recognized by the Company if the carrying amount of a long-lived asset exceeds its fair value.
F - - 8
CST OIL AND GAS CORPORATION
NOTES TO FINANCIAL STATEMENTS
December 31, 2007 and 2008, & June 30, 2009 (Unaudited)
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
Products and services, geographic areas and major customers
The Company earns revenue from the sale of oil and gas field workover services, but does not separate different services into operating segments. All sales each year were to domestic companies under common control of the Company’s officers.
NOTE 2. RELATED PARTY TRANSACTIONS
In 2008 and the six months ended June 30, 2009 the Company paid a company related by
common control approximately $4,500 and $14,500 for general and administrative expenses. At December 31, 2008 and June 30, 2009 the Company owed $40,000 to an officer for due on demand, non-interest bearing working capital advances.
F - - 9
WHISTLEPIG ENTERPRISES, INC.
(A Development Stage Company)
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008
F - - 10
WHISTLEPIG ENTERPRISES, INC. AND CST OIL AND GAS CORPORATION | ||||||||||||||||
PRO FORMA CONSOLIDATED BALANCE SHEET | ||||||||||||||||
December 31, 2008 | ||||||||||||||||
Adjustments | Consolidated | |||||||||||||||
WHISTLEPIG | CST | (See Notes) | Balance | |||||||||||||
ASSETS | ||||||||||||||||
Current assets | ||||||||||||||||
Cash | $ | 347 | $ | 63,150 | $ | - | $ | 63,497 | ||||||||
Prepaid expenses | 2,197 | 2,197 | ||||||||||||||
Total current assets | 347 | 65,347 | - | 65,694 | ||||||||||||
Total Assets | $ | 347 | $ | 65,347 | $ | - | $ | 65,694 | ||||||||
LIABILITIES | ||||||||||||||||
& STOCKHOLDERS' EQUITY | ||||||||||||||||
Current liabilities | ||||||||||||||||
Related party payables | $ | - | $ | 40,000 | $ | - | $ | 40,000 | ||||||||
Total current liabilties | - | 40,000 | - | 40,000 | ||||||||||||
Total Liabilities | - | 40,000 | - | 40,000 | ||||||||||||
Stockholders' Equity | ||||||||||||||||
Preferred stock, $.10 par value; | ||||||||||||||||
1,000,000 shares authorized; | ||||||||||||||||
none issued and outstanding | - | - | - | - | ||||||||||||
Common stock, $.001 par value; | ||||||||||||||||
50,000,000 shares authorized; | ||||||||||||||||
9,596,000 shares issued and | ||||||||||||||||
outstanding | 9,596 | 100,000 | (100,000 | ) | A | 9,596 | ||||||||||
Additional paid in capital | 23,904 | 141 | 100,000 | A | 124,045 | |||||||||||
Accumulated deficit | (33,153 | ) | (74,794 | ) | (107,947 | ) | ||||||||||
Total Stockholders' Equity | 347 | 25,347 | - | 25,694 | ||||||||||||
Total Liabilities and Stockholders' Equity | $ | 347 | $ | 65,347 | $ | - | $ | 65,694 |
The accompanying notes are an integral part of the Pro Forma financial statements.
F - - 11
WHISTELPIG ENTERPRISES, INC. AND CST OIL AND GAS CORPORATION | ||||||||||||||||
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS | ||||||||||||||||
WHISTLEPIG | CST | |||||||||||||||
Year Ended | Year Ended | Adjustments | Consolidated | |||||||||||||
Dec. 31, 2008 | Dec. 31, 2008 | (See Notes) | Balance | |||||||||||||
Sales | $ | 5,280 | $ | - | $ | - | $ | 5,280 | ||||||||
Sales -related party | 109,061 | 109,061 | ||||||||||||||
Cost of goods sold | 14,114 | 14,114 | ||||||||||||||
Gross profit | 5,280 | 94,947 | - | 100,227 | ||||||||||||
Operating expenses: | ||||||||||||||||
General and administrative | 24,526 | 69,600 | 94,126 | |||||||||||||
24,526 | 69,600 | - | 94,126 | |||||||||||||
Income (loss) from operations | (19,246 | ) | 25,347 | - | 6,101 | |||||||||||
Other income (expense): | 50 | - | - | 50 | ||||||||||||
Income (loss) before provision | ||||||||||||||||
for income taxes | (19,196 | ) | 25,347 | - | 6,151 | |||||||||||
Provision for income tax | - | - | - | - | ||||||||||||
Net income (loss) | $ | (19,196 | ) | $ | 25,347 | $ | - | $ | 6,151 | |||||||
Net income (loss) per share | ||||||||||||||||
(Basic and fully diluted) | $ | (0 | ) | $ | 0.25 | |||||||||||
Weighted average number of | ||||||||||||||||
common shares outstanding | 9,596,000 | 100,000 |
The accompanying notes are an integral part of the Pro Forma financial statements.
F - - 12
WHISTLEPIG ENTERPRISES, INC.
(A Development Stage Company)
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008
Basis of Presentation
The following pro forma consolidated balance sheet as of December 31, 2008 and pro forma consolidated statement of operations for the year then ended between Whistlepig Enterprises, Inc. and CST Oil and Gas Corporation are presented to show what effects the reverse acquisition of Whistlepig Enterprises, Inc. by CST Oil and Gas Corporation, Inc. might have had on historical financial information had the transaction taken place on an earlier date. The pro forma consolidated financial statements are derived from the historical financial statements of Whistlepig Enterprises, Inc. and CST Oil and Gas Corporation and assume that for balance sheet purposes the transaction took place on December 31, 2008, and for statement of operations purposes on January 1, 2008 with resulting effects through December 31, 2008. The pro forma consolidated financial statements should be read in conjunction with the historical financial information. The pro forma consolidated financial statements are not necessarily indicative of the result that would have been attained had the transaction actually taken place earlier.
Pro Forma Adjustments
Pro forma adjustments from the pro forma consolidated financial statements are referenced below.
(A) Adjustment to restate common stock to that of Whistlepig Enterprises, Inc.
F - - 13
ADDITIONAL INFORMATION
Stock Certificates
It is not mandatory to surrender of our stock certificates. Our transfer agent will adjust the record books of the company to reflect the Name Change effective as of close of business on or about __________, 2009. New certificates will not be mailed to shareholders; however, new certificates will be issued during the ordinary course of business.
Dissenters’ Rights of Appraisal
Under Colorado Law, our dissenting shareholders, if any, are not entitled to appraisal rights with respect to our amendment.
Other
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended and according with the act, will file reports, proxy statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “1934 Act Filings”) with the Securities and Exchange Commission. Reports and other information filed by us can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street, NE Washington, D.C, 20549. Copies can be obtained upon written request addressed to the Commission, Public Reference Section, 100 F Street, NE Washington, D.C 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval System (EDGAR).
We will provide without charge, to each person to whom we deliver an Information Statement, and upon written or oral request, promptly mail a copy of any and all of the information that has been incorporated by reference in this Information Statement (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that the proxy statement incorporates). Such requests should be directed to the address and phone number indicated below. This includes information contained in documents filed subsequent to the date on which definitive copies of the Information Statement are sent or given to security holders, up to the date of responding to the request.
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT, PLEASE CONTACT us at: 7060-B South Tucson Way, Centennial, Colorado 80112. (303)350-1255
By order of the Board of Directors of
WHISTLEPIG ENTERPRISES, INC.
November 24, 2009
By: | /s/ Christine Tedesco | |
Christine Tedesco, President | ||
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