UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |||||||||||
Washington, D.C. 20549 | |||||||||||
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FORM 10-Q | |||||||||||
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x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
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For the quarterly period ended: | November 30, 2009 |
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o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||
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| For the transition period from | ___________ | to | ____________ |
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| Commission file number: | 333-155277 |
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| EFL OVERSEAS, INC. |
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| (Exact name of registrant as specified in its charter) |
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| Nevada |
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| 26-3062721 |
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
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| 112 North Curry Street, Carson City, NV 89703-4934 |
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| (Address of principal executive offices) (Zip Code) |
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| (775) 284-3708 |
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| (Registrant’s telephone number, including area code) |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |||||||||||
| Yes x| No o | ||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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Large accelerated filer o | Accelerated filer o | ||||||||||
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). | |||||||||||
| Yes x No o | ||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of December 15, 2009, the registrant had 5,165,000 shares of common stock, $0.001 par value, issued and outstanding.
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INDEX
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| PART I – FINANCIAL INFORMATION |
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Item 1 | Financial Statements | 3 |
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Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
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Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 12 |
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Item 4 | Controls and Procedures | 12 |
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| PART II – OTHER INFORMATION |
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Item 1 | Legal Proceedings | 14 |
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Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 14 |
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Item 3 | Defaults Upon Senior Securities | 14 |
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Item 4 | Submission of Matters to a Vote of Security Holders | 14 |
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Item 5 | Other Information | 14 |
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Item 6 | Exhibits | 14 |
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EFL OVERSEAS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
NOVEMBER 30, 2009
Unaudited
EFL OVERSEAS, INC.
(A Development Stage Company)
BALANCE SHEETS
| November 30, 2009 (Unaudited) |
August 31, 2009 (Audited) |
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ASSETS |
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CURRENT ASSETS |
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Cash | $ 160 | $ 230 |
Total current assets | 160 | 230 |
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TOTAL ASSETS | $ 160 | $ 230 |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities | $ 9,950 | $ 7,819 |
Due to related party | 6,337 | 2,383 |
TOTAL CURRENT LIABILITIES | 16,287 | 10,202 |
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STOCKHOLDERS’ DEFICIT |
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Capital stock (Note 4) |
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Authorized |
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75,000,000 shares of common stock, $0.001 par value, |
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Issued and outstanding |
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5,165,000 shares of common stock | 5,165 | 5,165 |
Additional paid-capital | 4,785 | 4,785 |
Deficit accumulated during the exploration stage | (26,077) | (19,922) |
Total stockholders’ deficit | (16,127) | (9,972) |
Total Liabilities and Stockholders’ Deficit | $ 160 | $ 230 |
The accompanying notes are an integral part of these financial statements
EFL OVERSEAS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months ended November 30, 2009 | Three Months ended November 30, 2008 | From inception (July 22, 2008) to November 30, 2009 |
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EXPENSES |
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Office and general | $ (655) | $ (20) | $ (3,682) |
Professional fees | (5,500) | (4,750) | (22,395) |
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Net Loss | $ (6,155) | $ (4,770) | $ (26,077) |
BASIC NET LOSS PER COMMON SHARE |
$ 0.00 |
$ 0.00 | |
| WEIGHTED AVERAGE NUMBER OF | |||
| BASIC COMMON SHARES | |||
| OUTSTANDING | 5,165,000 | 5,000,000 | |
The accompanying notes are an integral part of these financial statements
EFL OVERSEAS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS’ DEFICIT
FROM INCEPTION (July 22, 2008) TO NOVEMBER 30, 2009
(Unaudited)
| Common Stock | Additional Paid-in Capital | Deficit Accumulated During the Exploration Stage | Total | |
Number of shares | Amount | ||||
Balance, July 22, 2008 | - | $ - | $ - | $ - | $ - |
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Common stock issued for cash at $0.001 per share |
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July 31, 2008 | 5,000,000 | 5,000 | - | - | 5,000 |
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Net Loss | - | - | - | (5,145) |
(5,145) |
Balance, August 31, 2008 | 5,000,000 | 5,000 | - | (5,145) |
(145) |
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Common stock issued for cash at $0.03 per share | 165,000 | 165 | 4,785 | - | 4,950 |
Net loss | - | - | (14,777) | (14,777) | |
Balance, August 31, 2009 | 5,165,000 | 5,165 | 4,785 |
(19,922) | (9,972) |
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Net loss | - | - |
| (6,155) | (6,155) |
Balance, November 30, 2009 (unaudited) | 5,165,000 | $ 5,165 | $ 4,785 | $ (26,077) | $ (16,127) |
The accompanying notes are an integral part of these financial statements
EFL OVERSEAS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months ended November 30, 2009 | Three Months ended November 30, 2008 | From inception (July 22, 2008) to November 30, 2009 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net loss | $ (6,155) | $ (4,770) | $ (26,077) |
Adjustment to reconcile net loss to net cash used in operating activities |
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Increase in accrued expenses | 2,131 | 1,500 | 9,950 |
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NET CASH USED IN OPERATING ACTIVITIES | (4,024) | (3,270) | (16,127) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Increase in loan to related party | 3,954 | - | 6,337 |
Proceeds from sale of common stock | - | - | 9,950 |
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NET CASH PROVIDED BY FINANCING ACTIVITIES | 3,954 | - | 16,287 |
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NET INCREASE (DECREASE) IN CASH | (70) | (3,270) | 160 |
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CASH, BEGINNING OF PERIOD | 230 | 3,855 | - |
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CASH, END OF PERIOD | $ 160 | 585 | $ 160 |
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Supplemental cash flow information and noncash financing activities: Cash paid for:
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Interest | $ - | $ - | $ - |
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Income taxes | $ - | $ - | $ - |
The accompanying notes are an integral part of these financial statements
EFL OVERSEAS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
November 30, 2009 |
NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
EFL Overseas, Inc. (“Company”) is in the initial development stage and has incurred losses since inception totalling ($26,077). The Company was incorporated on July 22, 2008 in the State of Nevada and established a fiscal year end at August 31. The Company is a development stage company as defined under FASB ASC 915-10, “Development Stage Entities” organized to recruit both qualified professional and unqualified amateur instructors to teach English in Japan. All activities of the Company to date relate to its organization, initial funding and share issuances.
The financial information is unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of November 30, 2009 and the results of operations, stockholders' equity and cash flows presented herein have been included in the financial statements.
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month period ended November 30, 2009, are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2010. For further information refer to the financial statements and footnotes thereto included in the Company’s Form 10-K for the year ended August 31, 2009.
The Company has evaluated subsequent events through December 17, 2009, the date which the financial statements were available to be issued. The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements present the balance sheet, statements of operations, stockholders' equity and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Use of Estimates and Assumptions
Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
EFL OVERSEAS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
November 30, 2009 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income Taxes
The Company follows the liability method of accounting for income taxes in accordance with FASB ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.
Net Loss per Share
Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.
Stock-based Compensation
The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date.
Share Based Expenses
In December 2004, the Financial Accounting Standards Board FASB ASC 505-10, “Equity-Based Payments.” This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. The Company adopted FASB ASC 505-10 upon creation of the company and expenses share based costs in the period incurred.
Going concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company has a deficit accumulated since inception (July 22, 2008) through November 30, 2009 of ($26,077). The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.
EFL OVERSEAS, INC.
(A Development Stage Enterprise)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
November 30, 2009 |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares. As of November 30, 2009, the Company had issued 5,000,000 Founder’s shares at $0.001 per share for net funds to the Company of $5,000.
Fair Value Instruments
In accordance with the requirements of FASB ASC 820-10, “Fair Value Measurements and Disclosures”, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.
NOTE 3– STOCKHOLDERS’ DEFICIT
The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
As of November 30, 2009, the Company has not granted any stock options and has not recorded any stock-based compensation.
On July 31, 2008, a director of the Company purchased 5,000,000 shares of the common stock in the Company at $0.001 per share for $5,000.
On February 26, 2009, 165,000 shares of the common stock in the Company were sold for cash at $0.03 for $4,950.
NOTE 4- RELATED PARTY
As of November 30, 2009 and August 30, 2009, the Company received advances from a Director in the amount of $6,337 and $2,383, respectively to pay for operating expenses. The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment.
Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
EFL OVERSEAS, INC. ("EFL", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on July 22, 2008. The Company is a development stage company organized to recruit both qualified professional and unqualified amateur instructors to teach English in Japan and Brazil.
Plan of Operation
The Company has not yet generated any revenue from its operations. As of the fiscal quarter ended November 30, 2009 we had $160 of cash on hand. We incurred operating expenses in the amount of $6,155 in the quarter ended November 30, 2009. These operating expenses were comprised of professional fees and office and general expenses.
Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We have registered 2,000,000 of our common stock for sale to the public. Our registration statement became effective on December 11, 2008 and we are in the process of seeking equity financing to fund our operations over the next 12 months.
Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If EFL is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in EFL having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because EFL is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If EFL cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in EFL common stock would lose all of their investment.
Over the 12 month period after we raise enough funds, we expect to accomplish the following steps in order to start our business activities. The first stage of our operations over this period is to develop the Grammar and Teaching Guides as well the English Test software for the website. We expect to complete this step within 90 days after we have raised enough funds.
In the second planned stage, we intend to develop our employee placement contracts. There will be different types of contracts, depending on the range of time the candidate is expected to work in Japan or Brazil. We will hire a specialized attorney to develop these contracts. We expect to complete this step 120 days after we have raised enough funds.
In the third stage, we intend to create the Company’s Internet website, which will show all the information about our business. We expect to have the website ready within 150 days after we have raised enough funds.
The fourth stage consists of our sales and marketing campaign, such as: contacting and negotiating exclusive partnerships with employers in Japan and Brazil; joining Teachers Associations in Canada, USA and Japan and Brazil; distributing flyers to students and teachers; attending EFL trade shows. Marketing will be a constant campaign of this Company and we expect to reach an optimum point within 360 days after we have raised enough funds, when we will start to run our business.
We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and have no current material commitments.
Off Balance Sheet Arrangement
The company is dependent upon the sale of its common shares to obtain the funding necessary to carry out its business plan. Our President, Gabriel Jones has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured advance. However, there is no contract in place or written agreement securing these agreements. Investors should be aware that Mr. Jones’ expression is neither a contract nor agreement between him and the company.
Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required.
Item 4. Controls and Procedures
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
As of November 30, 2009, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting
established in SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of November 30, 2009 and communicated the matters to our management.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not affect the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can affect the Company's results and its financial statements for the future years.
We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that occurred during the small business issuer's last fiscal quarter 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
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| None. |
Item 3. Defaults Upon Senior Securities
| None |
Item 4. Submission of Matters to a Vote Security Holders
| None |
Item 5. Other Information
| None |
Item 6. Exhibits
3.1 | Articles of Incorporation [1] |
3.2 | By-Laws [1] |
31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer |
31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer * |
32.1 | Section 1350 Certification of Chief Executive Officer |
32.2 | Section 1350 Certification of Chief Financial Officer ** |
[1] | Incorporated by reference from the Company’s filing with the Commission on November 12, 2008. |
* | Included in Exhibit 31.1 |
** | Included in Exhibit 32.1 |
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EFL OVERSEAS, INC.
| BY: | /s/ Gabriel Jones |
Gabriel Jones
President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer and sole Director
Dated: January 5, 2010
