EXHIBIT 99.4
DRAFT
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Forthe fiscal year ended September 30, 2016
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: None
VANGUARD ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
COLORADO | | 27-2888719 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
21 Waterway Ave., Ste. 300 The Woodlands, Texas | | 77380 |
(Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (281) 362-2725
Securities registered pursuant to Section 12(b) of the Act: None.
Title of each class | | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations 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 filing). Yes o No x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
(Do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): ¨ Yes x No
The aggregate market value of the voting stock held by non-affiliates of the registrant on ______, 2017 was approximately $___
As of September 30, 2017, the registrant had 195,004,639 outstanding shares of common stock. It was also contractually committed to issue an additional 10,021,340 shares of common stock to certain holders or their successors of its common stock prior to July 1, 2017.
Documents Incorporated by Reference: None
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PART I
ITEM 1. BUSINESS.
We were incorporated in Colorado on June 21, 2010. Between February 1, 2011 and June 14, 2014 we were involved in the exploration and development of oil and gas properties in southeast Texas.
We were never able to earn a profit and in January of 2013 we began investigating the possibility of selling our oil and gas properties.
On June 17, 2014 we sold our oil and gas properties to Vast Exploration, Inc..
The sale of our oil and gas properties represented the sale of substantially all of our assets.
On August 19, 2014, a 100-for-1 reverse split of our common stock became effective.
Subsequent Events
On July 1, 2017 the Company authorized an increase in its authorized common shares to 500,000,000 and its authorized preferred shares to 10,000,000.
On July 1, 2017 the company acquired all of the shares of Solar Quartz Technologies Limited, a company incorporated in New Zealand (“SQTNZ”). These shares were purchased from Solar Quartz Technologies, Inc. (“SQTI”). The agreed value of that company’s assets is US$530 million. We subsequently changed our name to Solar Quartz Technologies Corporation in Colorado and with FINRA, and have also been cleared by FINRA to use the new trading symbol SQTX. The Company issued 213,402,755 new shares of common stock to SQTI in exchange for 122 (100%) of the common shares of SQTNZ. The issuance of these shares was equivalent to 95% of the Company's shares issued, after we issue an additional 10,021,224 shares of common stock to those holders of our common stock immediately prior to the acquisition. The Company does not anticipate any further reorganization of its common stock. We are currently preparing filing all necessary reports to the SEC with audited financial statements to resume our status as fully reporting with the SEC, and subsequently apply to trade on the more senior OTCQX exchange or NASDAQ.
SQTNZ is a corporation that has had no prior business activity other than being the title owner of the exclusive mining and development rights for two High Purity Quartz (HPQ) Silica deposits known as Quartz Hill (represented by leases ML 30235, ML 30236 and ML 30237) and White Springs (represented by leases ML 30238 and ML 30239) located in North Queensland, Australia. Together they contain deposits in excess of 15 million tons of 99% pure High Purity Quartz which is feedstock in high demand in the marketplace to be used in the production of High Purity Quartz Sand (HPQS) according to independent professional reports.
HPQS is an essential primary material for the manufacture of: Photo-Voltaic (PV) solar panels; Semiconductors; all High-end Electronic products; Fiber Optical cables; Halogen Lamps; HD and LCD television screens; and Epoxy Mounding Compounds (EMC).
Employees and Offices
As of September 30, 2017, we did not have any employees.
Our office is located at 21 Waterway Avenue, Suite 300, The Woodlands, Texas 77380. This a virtual office leased for two years ended June 30, 2019 at a rate of $197 per month.
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ITEM 1.A. RISK FACTORS.
Not applicable.
ITEM 1.B. UNRESOLVED STAFF COMMENTS.
Not Applicable
ITEM 2. PROPERTIES.
None.
ITEM 3. LEGAL PROCEEDINGS.
Not applicable
ITEM 4. MINE SAFETY DISCLOSURE.
Not applicable
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Our common stock trades in the over-the-counter market under the symbol “SQTX”. Shown below is the range of high and low closing prices for our common stock for the periods indicated as reported by the FINRA. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.
Quarter Ended | | High | | | Low | |
| | | | | | |
December 31, 2014 | | $ | 1.55 | | | $ | 0.40 | |
March 31, 2015 | | $ | 2.09 | | | $ | 0.90 | |
June 30, 2015 | | $ | 1.99 | | | $ | 1.01 | |
September 30, 2015 | | $ | 1.65 | (1) | | $ | 1.01 | |
| | | | | | | | |
December 31, 2015 | | $ | 1.40 | | | $ | 0.80 | |
March 31, 2016 | | $ | 1.05 | | | $ | 0.85 | |
June 30, 2016 | | $ | 3.00 | | | $ | 0.85 | |
September 30, 2016 | | $ | 1.15 | | | $ | 0.75 | |
Holders of our common stock are entitled to receive dividends as may be declared by the Board of Directors. Our Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated that cash dividends will ever be paid.
Our Articles of Incorporation authorize our Board of Directors to issue up to 500,000,000 shares of common stock and up to10,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow our directors to issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our common stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by our management.
As of September 30, 2017, we had approximately 215 shareholders of record.
We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate declaring or paying any dividends on our common stock for the foreseeable future. We currently intend to retain any future earnings to finance future growth. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors the board of directors considers relevant.
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ITEM 6. SELECTED FINANCIAL DATA.
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As a result of the sale of our oil and gas properties, as discussed in Item 1 of this report, we no longer have any oil and gas assets With the acquisition of Solar Quartz Technologies Limited we now own significant deposts of High Purity Quartz Silica.
Since we no longer have any field activity and have only minimal operations, a comparison of our financial statements with any prior period would not be meaningful.
Contractual Obligations
Our material future contractual obligations as of September 30, 2017 were as follows:
| | Total | | | 2017 | |
| | | | | | |
2012 Convertible notes | | $ | 70,747 | | | $ | 70,747 | |
Critical Accounting Policies and New Accounting Pronouncements
See Note 2 to the financial statements included as part of this report, for a description of our critical accounting policies and the potential impact of the adoption of any new accounting pronouncements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See the financial statements and accompanying notes included with this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
An evaluation was carried out under the supervision and with the participation of our management, including our Principal Executive and Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report on Form 10-K. Disclosure controls and procedures are procedures designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-K, is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and is communicated to our management, including our Principal Executive and Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our management concluded that, as of September 30, 2017, our disclosure controls and procedures were effective.
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Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of our Principal Executive and Financial Officer and implemented by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles.
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.
Warren Dillard, our Principal Executive and Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of September 30, 2017 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework (1992). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls.
Based on this evaluation, management concluded that our internal control over financial reporting was effective as of September 30, 2017.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Our officers and directors are listed below. Our directors are generally elected at our annual shareholders’ meeting and hold office until the next annual shareholders’ meeting, or until their successors are elected and qualified. Our executive officers are elected by our directors and serve at their discretion.
Name | | Age | | Position |
| | | | |
Warren Dillard | | 75 | | President, Chief Executive, Financial and Accounting Officer and a Director |
| | | | |
Steven M. Powers | | 75 | | Vice President of Business Development, Secretary and a Director |
| | | | |
Roger T. May | | 71 | | Director |
David AB Halstead 70 Director
Michael Selsman 80 Director
The principal occupations of our officers and directors during the past several years are as follows:
Warren M. Dillard has been our President, Chief Executive, Financial and Accounting Officer and a director since June 2010. Since February 2011 Mr. Dillard has been our Principal Financial and Accounting Officer. He has previously managed mutual funds with the American Funds group of funds, was CFO of Pepperdine University and has been active in the development of numerous early stage companies in a variety of industries. Since 2005, Mr. Dillard has served as the President and a director of Enercor, Inc., a private corporation involved in oil and gas exploration and development in the western United States. Since the spring of 2010, Mr. Dillard’s involvement with Enercor has been minimal. Mr. Dillard holds a degree in Accounting from Texas A & M University and an MBA in Finance from the Harvard Business School.
DRAFT
Steven M. Powers has been a director since June 2010. Since February 2011, Mr. Powers has been our Vice President of Business Development and our Secretary. Since 2005, Mr. Powers has served as Chief Executive Officer, Chairman and a director of Enercor, Inc., a private corporation involved in oil and gas exploration and development. Prior to his association with Enercor, Mr. Powers was a real estate developer. Mr. Powers earned a degree in philosophy from the University of California at Santa Barbara as well as an MBA from the University of California at Los Angeles.
Roger May has been a director since July 1, 2017. Mr. May has extensive international business experience over the last 40 years, resided in the USA for 22 years, returning to Australia September 2001. Recognized Expert in "start-up" enterprises from inception to fully operational commercial ventures. He has overcome obstacles with great ability, tenacity, flexibility and creative initiative. Acknowledged visionary and creator combined with strong implementation skills. He has excellent capital raising skills in tens of millions of dollars. He has been Founder, Chairman & CEO of five (5) publicly listed companies in the USA and Australia. He resided in the USA for 22 years. He has founded several high-tech. communications and mineral resource development companies. Presently focused on Global commercialization of primary component material essential in manufacture of PV Solar panels, Semi-conductor, and all high-end electronics in the USA and Australia.
David AB Halstead has been a director since July 1, 2017. David has a wide range of corporate, secretarial and trusts experience, in both offshore and onshore companies. In 1973 he became a partner in a local chartered accounting firm and in 1984 a principal in the Hong Kong office of Coopers & Lybrand [now PWC] specializing in international corporate and secretarial services, and offshore tax structures. Upon his return to Auckland in 1994, he established and operated, several integrated medical centers, a surgical hospital in Auckland and a state of the art diagnostic center. He then spent 3 years working with World Vision fund raising for its micro finance arm “Vision Fund” involved with the capitalization and establishment of Vision Fund Cambodia. Since 2006, David has acted as company secretary and treasurer for a group of international clients. Contemporaneously he established and operated, until recently, a unique world-first web based joint venture service for the New Zealand Government processing immigration medicals online in a secure platform. Mr. Halstead was educated at Kings College, Auckland, the son of a former New Zealand Cabinet Minister and diplomat. He is a graduate of the University of Auckland with a Bachelor of Commerce and further qualifications in taxation.
Michael Selsman has been a director since July 17, 2017. Mr. Selsman, as principal of Public Communications Company, Beverly Hills, CA, represents publicly traded companies as a consultant in both public relations and investor relations. He is a Director of Gawk, Inc. and is CEO of Archer Entertainment Media Communications, Inc. He also researches and writes due diligence reports for brokerages, public and private companies (www.publiccommunicationsco.com). He is also a partner in Troika Publishing Media, a digital new media company. He entered the entertainment industry with 20th Century-Fox in New York City, and was subsequently hired by Paramount Pictures as East Coast Publicity manager. In Hollywood, he became a public relations executive for motion picture actors, directors and writers. As a talent agent at Artists Agency (now ICM), he structured arrangements for prominent films and TV series. Becoming a producer, he re-joined 20th Century-Fox, and then MGM, and became an independent producer making films in various states. He has recently published his autobiography, “All is Vanity”. He has been a talent agent with Artist Agency Corporation (now ICM) participating in many highly regarded television series and talent. He has provided investor relations counsel to numerous publicly traded companies. Mr. Selsman has served on the boards of a number of major charities and lectured at most of the major universities in the Los Angeles area.
DRAFT
We believe that each of our directors’ experience in high quality minerals and/or business development qualifies him to serve as one of our directors.
Warren Dillard acts as our Principal Financial Officer.
We have adopted a code of ethics applicable to our principal executive, financial and accounting officers and persons performing similar functions.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes the compensation received by our principal executive and financial officers during the two years ended September 30, 2016.
| | | | | | | Other | | | | |
Name and Principal Position | | Fiscal Year | | Salary (1) | | | Compensation (2) | | | Total | |
| | | | | | | | | | | |
Warren Dillard | | 2016 | | $ | 3,000 | | | | - | | | $ | 3,000 | |
President, Principal | | 2015 | | $ | 20,000 | | | | - | | | $ | 20,000 | |
Financial and Accounting Officer | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Steven M Powers | | 2016 | | | - | | | | - | | | | - | |
Vice Presaident, Business | | 2015 | | | - | | | | - | | | | - | |
___________
| (1) | The dollar value of base salary (cash and non-cash) earned. |
| |
| (2) | All other compensation received that could not be properly reported in any other column of the table. |
Long-Term Incentive Plans. We do not provide our officers or employees with pension, stock appreciation rights, long-term incentive or other plans.
Employee Pension, Profit Sharing or other Retirement Plans. We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.
Compensation of Directors During Year Ended September 30, 2016. During the year ended September 30, 2016, we did not compensate our directors for acting as such.
Compensation Committee Interlocks and Insider Participation.. During the year ended September 30, 2016, none of our officers was also a member of the compensation committee or a director of another entity, which other entity had one of its executive officers serving as one of our directors.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table shows the beneficial ownership of our common stock, as of September 30, 2017 by (i) each person whom we know beneficially owns more than 5% of the outstanding shares of our common stock, (ii) each of our officers, (iii) each of our directors, and (iv) all the officers and directors as a group. Unless otherwise indicated, each owner has sole voting and investment powers over his shares of common stock. Unless otherwise indicated, beneficial ownership is determined in accordance with the Rule 13d-3 promulgated under the Securities and Exchange Act of 1934, as amended, and includes voting or investment power with respect to shares beneficially owned.
| | Number of Shares | | | | |
| | Beneficially | | | Percentage | |
Name and Address of Beneficial Owner | | Owned | | | of Class | |
| | | | | | |
Warren M. Dillard | | | | | | |
21 Waterway Ave., Ste. 300 | | | | | | |
The Woodlands, TX 77380 | | | -- | | | | -- | |
| | | | | | | | |
Steven M. Powers | | | 7,750 | (1) | | | - | |
2426 Topanga Canyon Blvd. | | | | | | | | |
Topanga, CA 90290 | | | | | | | | |
| | | | | | | | |
Roger May | | | | | | | | |
| | | | | | | | |
David AB Halstead | | | | | | | | |
| | | | | | | | |
Michael Selsman | | | | | | | | |
| | | | | | | | |
All officers and directors as a group (5 persons) | | | - | | | | | |
___________
| (1) | Mr. Powers is entitled to the issuance of an additional 77,500 shares pursuant to the Purchase and Sale Agreement in which the Company purchased the shares of Solar Quartz Technologies Limited on July 1, 2017 as reported in the Company’s Form 8-K filing on July 11, 2017. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
None.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Briggs & Veselka Co. provided certain audit related services during the year ended September 30, 2015. Thayer O’Neal Company, LLC was engaged to audit our financial statements for the years ended September 30, 2015 and September 30, 2017 in September of 2017. The following table shows the fees billed to us for the periods presented by Briggs & Veselka.
| | Year Ended | | Year Ended |
| | September 30, 2016 | | September 30, 2015 |
| | | | |
Audit Fees | $ | | $ | |
Audit-Related Fees | $ | | $ | |
Tax Fees | $ | | $ | |
Audit fees represent amounts billed for professional services rendered for the audit of our annual financial statements and reviews of our quarterly financial statements.
Audit-related fees represent amounts billed for consents related to regulatory filings, audit/review of financial statements included in our registration statements filed with the Securities and Exchange Commission, and consulting related to the implementation of accounting standards.
Tax fees include professional services for tax return preparation and income tax audit support.
The policy of our directors is to pre-approve all audit and non-audit services provided by our independent auditors.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
Exhibits | | |
| | |
The following exhibits were filed with the company’s Registration Statement in 2011: |
| | |
3.1* | | Articles of Incorporation |
3.2* | | Bylaws |
10.10* | | Form of Convertible Note |
14* | | Code of Ethics |
21* | | Subsidiaries |
31 | | Rule 13a-14(a) Certifications |
32 | | Section 1350 Certifications |
| | |
| | The following exhibit was filed with the company’s Form 8-K on July 11, 2017: |
| | |
| | Amendment to Articles of Incorporation |
________
* | | Incorporated by reference to the same exhibit filed with the Company’s Registration Statement on Form S-1 (File # 333-174194). |
** | | Incorporated by reference to the same exhibit filed with the Company’s registration statement on Form S-1 (File # 333-180987). |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the __ day of _____, 2017.
| VANGUARD ENERGY CORPORATION | |
| | | |
| By: | | |
| | Warren Dillard, Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature | | Title | | Date |
| | | | |
| | Principal Executive, Financial and Accounting Officer and Director | | __ __, 2017 |
Warren Dillard | | | | |
| | | | |
| | Secretary, Director | | J____, 2017 |
Steven M. Powers | | | | |
| | | | |
Vanguard Sept 2015 10-K 9-22-17
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CONTENTS
| | | Page | |
| | | | |
Report of Independent Registered Public Accounting Firm | | | F-1 | |
| | | | |
Unaudited Consolidated Balance Sheets | | | F-2 | |
| | | | |
Unaudited Consolidated Statements of Operations | | | F-3 | |
| | | | |
Unaudited Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | | | F-4 | |
| | | | |
Unaudited Consolidated Statements of Cash Flows | | | F-5 | |
| | | | |
Notes to the Unaudited Consolidated Financial Statements | | | F-6 | |
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Vanguard Energy Corporation
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VANGUARD ENERGY CORPORATION
UNAUDITED CONSOLIDATED BALANCE SHEETS
| | September 30, | | | September 30, | |
| | 2016 | | | 2015 | |
| | (Unaudited) | | | | |
ASSETS |
Current assets | | | | | | |
Cash and cash equivalents | | $ | 35 | | | $ | 5 | |
Other receivables | | | 966 | | | | - | |
Total current assets | | | 1,001 | | | | 5 | |
| | | | | | | | |
Fixed assets | | | - | | | | - | |
| | | | | | | | |
Total assets | | $ | 1,001 | | | $ | 5 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
Current liabilities | | | | | | | | |
Accounts payable | | $ | 51,212 | | | $ | 20,217 | |
Accrued interest payable | | | 36,044 | | | | 38,571 | |
Accrued liabilities | | | 17,511 | | | | 10,463 | |
Short term notes payable | | | 85,000 | | | | 50,000 | |
Other liabilities | | | 92 | | | | 275 | |
Current portion of notes payable, net of discount $- and $71,754 | | | 70,747 | | | | 146,937 | |
Total current liabilities | | | 260,606 | | | | 266,463 | |
| | | | | | | | |
Stockholders' deficit | | | | | | | | |
Preferred stock, $0.00001 par value; 5,000,000 shares authorized; none issued or outstanding | | | - | | | | - | |
Common stock, $0.00001 par value; 100,000,000 and 50,000,000 shares authorized; 1,002,134 and 979,109 shares issued and outstanding | | | 1,002 | | | | 979 | |
Additional paid-in capital | | | 6,318,920 | | | | 6,318,920 | |
Accumulated deficit | | | (6,579,527 | ) | | | (6,586,357 | ) |
| | | | | | | | |
Total stockholders' deficit | | | (259,605 | ) | | | (266,458 | ) |
| | | | | | | | |
Total liabilities and stockholders' deficit | | $ | 1,001 | | | $ | 5 | |
The accompanying notes are an integral part of these consolidated financial statements.
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VANGUARD ENERGY CORPORATION
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
| | September 30 | | | September 30 | |
| | 2016 | | | 2015 | |
| | (Unaudited) | | | (Unaudited) | |
Revenues | | | | | | |
Sales | | $ | - | | | $ | - | |
| | | | | | | | |
Costs and expenses | | | | | | | | |
General and administrative | | | 64,790 | | | | 109,593 | |
Total costs and expenses | | | 64,790 | | | | 109,593 | |
| | | | | | | | |
Loss from operations | | | (64,790 | ) | | | (109,593 | ) |
| | | | | | | | |
Other income (expense) | | | | | | | | |
Other income | | | - | | | | (23,810 | ) |
Interest income | | | - | | | | - | |
Interest expense | | | (12,408 | ) | | | (31,608 | ) |
Other interest costs | | | (7,074 | ) | | | - | |
Gain on debt extinguishment | | | 91,102 | | | | 2,576,890 | |
Total other income (expense) | | | 71,620 | | | | 2,521,472 | |
| | | | | | | | |
Net Income (Loss) before income taxes | | | 6,830 | | | | 2,411,879 | |
| | | | | | | | |
Provision for income taxes | | | - | | | | - | |
| | | | | | | | |
Net Income (Loss) | | $ | 6,830 | | | $ | 2,411,879 | |
| | | | | | | | |
Income (Loss) per share: | | | | | | | | |
Basic and diluted | | $ | 0.01 | | | $ | 2.46 | |
| | | | | | | | |
Weighted average shares outstanding | | | 1,002,134 | | | | 979,109 | |
The accompanying notes are an integral part of these consolidated financial statements.
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VANGUARD ENERGY CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' DEFICIT
| | | | | | | | Additional | | | | |
| | Common Stock | | | Paid In | | | Accumulated | | | Stockholders’ | |
| | Shares | | | Amount | | | Capital | | | Deficit | | | Equity | |
| | | | | | | | | | | | | | | |
Balance at September 30, 2014 | | | 115,243 | | | $ | 127 | | | $ | 5,522,204 | | | $ | (9,022,045 | ) | | $ | (3,499,714 | ) |
| | | | | | | | | | | | | | | | | | | | |
| Correction of par value | | | | | | | (12 | ) | | | 12 | | | | | | | | - | |
Return of common stock | | | (2,484 | ) | | | (2 | ) | | | 2 | | | | | | | | - | |
Write off of Treasury Stock | | | | | | | | | | | | | | | 23,810 | | | | 23,810 | |
| | | | | | | | | | | | | | | | | | | | |
Issuance of shares for settlement of debt | | | 866,350 | | | | 866 | | | | 796,702 | | | | - | | | | 797,568 | |
Net Income | | | - | | | | - | | | | - | | | | 2,411,879 | | | | 2,411,879 | |
Balance at September 30, 2015 | | | 979,109 | | | | 979 | | | $ | 6,318,920 | | | $ | (6,586,357 | ) | | $ | (266,458 | ) |
| | | | | | | | | | | | | | | | | | | | |
Issuance of shares for settlement of debt | | | 23,025 | | | | 23 | | | | | | | | | | | | 23 | |
Net Income | | | - | | | | - | | | | - | | | | 6,830 | | | | 6,830 | |
| | | | | | | | | | | | | | | | | | | | |
Balance at September 30, 2016 | | | 1,002,134 | | | | 1,002 | | | | 6,318,920 | | | | (6,579,527 | ) | | | (259,605 | ) |
The accompanying notes are an integral part of these consolidated financial statements.
DRAFT
VANGUARD ENERGY CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW
| | Year Ended | |
| | 2016 | | | 2015 | |
Cash flows from operating activities | | | | | | |
Net Income (loss) | | $ | 6,830 | | | $ | 2,456,346 | |
Adjustments to reconcile net income/(loss) to net cash from operating activities: | | | | | | | | |
Amortization of debt issuance costs | | | - | | | | 4,107 | |
Gain on debt extinguishment | | | (76,190 | ) | | | (2,677,698 | ) |
Amortization of debt discount | | | - | | | | 3,523 | |
Other assets | | | (966 | ) | | | 12,500 | |
Accounts payable | | | 30,995 | | | | 8,813 | |
Accrued interest payable | | | (2,527 | ) | | | 105,341 | |
Accrued liabilities | | | 7,048 | | | | - | |
Other liabilities | | | (183 | ) | | | - | |
Net cash from operating activities | | | (34,993 | ) | | | (87,068 | ) |
| | | | | | | | |
Cash flows from investing activities | | | | | | | | |
Capital expenditures on oil and gas properties | | | - | | | | - | |
Net cash from investing activities | | | - | | | | - | |
| | | | | | | | |
Cash flows from financing activities | | | | | | | | |
Issuance of common stock | | | 23 | | | | - | |
Issuance of short term note payable | | | 35,000 | | | | 50,000 | |
Net cash from financing activities | | | 35,023 | | | | 50,000 | |
Net change in cash and cash equivalents | | | 30 | | | | (37,068 | ) |
Cash and cash equivalents | | | | | | | | |
Beginning of period | | | 5 | | | | 39,251 | |
End of period | | $ | 35 | | | $ | 2,183 | |
| | | | | | | | |
Supplemental cash flow information |
| | Fiscal Year Ended |
| | 2016 | | | 2015 | |
| | | | | | | | |
Noncash investing and financing activities: | | | | | | | | |
Issuance of shares for settlement of debt | | | - | | | | 797,562 | |
The accompanying notes are an integral part of these consolidated financial statements.
DRAFT
VANGUARD ENERGY CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION
These consolidated financial statements of Vanguard Energy (Vanguard or the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, these financials statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the interim periods. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to Securities and Exchange Commission (SEC) rules and regulations.
The sale of the Company’s oil and gas properties, as explained in Note 3, raised substantial doubt of the Company to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation— The consolidated financial statements include the accounts of Vanguard Energy Corporation and its subsidiaries. Vanguard’s significant accounting policies are consistent with those discussed in the audited financial statements as of September 30, 2016 and 2015. All significant intercompany accounts and transactions have been eliminated in consolidation.
The Company's fiscal year-end is September 30. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). A summary of the significant accounting policies applied in the preparation of the accompanying financial statements follows
Earnings Per Share – Basic earnings per share have been calculated based upon the weighted-average number of common shares outstanding. Diluted earnings per share have been calculated based upon the weighted-average number of common and potential shares. The calculation of diluted weighted-average shares outstanding for the years ended September 30, 2016 and 2015 excludes 62,974 and 79,474 shares, respectively, issuable pursuant to outstanding warrants and debt conversions features because their effect is anti-dilutive.
Reclassifications – Certain amounts previously presented for prior periods have been reclassified to conform to the current presentation. The reclassifications had no effect on net loss, working capital or equity previously reported.
Recently Issued Accounting Pronouncements – Various accounting standards updates have been recently issued, most of which represented technical corrections to the accounting literature or were applicable to specific industries. No new accounting pronouncements have been issued that are likely to have a material impact to the Company’s consolidated financial statements.
DRAFT
VANGUARD ENERGY CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Measurements—The carrying value of cash and cash equivalents, accounts receivable, and accounts payable, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments. The estimated fair value of long-term debt was determined by discounting future cash flows using rates currently available to the Company for debt with similar terms and remaining maturities. The Company calculated that the estimated fair value of the long term debt is not significantly different than the carrying value of the debt. The participation liability associated with outstanding long-term debt was determined by utilizing a present value factor of 10 applied to proved developed reserves associated with the wells drilled with the proceeds of the notes.
Fair value is defined as the price that would be received to sell an asset or price paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used in determining fair value are classified for disclosure purposes according to a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The three levels of the fair-value-measurement hierarchy are as follows:
| · | Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| | |
| · | Level 2—Inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| | |
| · | Level 3—Unobservable inputs reflecting the Company's own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. |
In determining fair value, the Company utilizes observable market data when available, or models that incorporate observable market data. In addition to market information, the Company incorporates transaction-specific details that, in management's judgment, market participants would take into account in measuring fair value. The Company utilizes the most observable inputs available for the valuation technique employed. If a fair value measurement reflects inputs at multiple levels within the hierarchy, the fair-value measurement of both financial and nonfinancial assets and liabilities are characterized based upon the lowest level of input that is significant to the fair value measurement.
DRAFT
VANGUARD ENERGY CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUBSEQUENT EVENT
On July 1, 2017 the company acquired all of the shares of Solar Quartz Technologies Limited, a company incorporated in New Zealand (“SQTNZ”). These shares were purchased from Solar Quartz Technologies, Inc. (“SQTI”). We have agreed with SQTI that the market value of that SQTNZ’s assets is US$530 million. We subsequently changed our name to Solar Quartz Technologies Corporation in Colorado and with FINRA, and have also been cleared by FINRA to use the new trading symbol SQTX. During July 2017 the Company issued 213,402,755 new shares of common stock to SQTI in exchange for 122 (100%) of the common shares of SQTNZ. The issuance of these shares was equivalent to 95% of the Company's shares issued, after we issue in the future an additional 10,021,224 shares of common stock to those holders of our common stock immediately prior to the acquisition. The Company does not anticipate any further reorganization of its common stock. We plan to apply to trade on the more senior OTCQX exchange or NASDAQ.
SQTNZ is a corporation that has no prior business activity other than being the title owner of the exclusive mining and development rights for two High Purity Quartz (HPQ) Silica deposits known as Quartz Hill (represented by leases ML 30235, ML 30236 and ML 30237) and White Springs (represented by leases ML 30238 and ML 30239) located in North Queensland, Australia. Together they contain deposts in excess of 15 million tons of 99% pure High Purity Quartz which is feedstock in high demand in the marketplace to be used in the production of High Purity Quartz Sand (HPQS) according to independent professional reports.
HPQS is an essential primary material for the manufacture of: Photo-Voltaic (PV) solar panels; Semiconductors; all High-end Electronic products; Fiber Optical cables; Halogen Lamps; HD and LCD television screens; and Epoxy Mounding Compounds (EMC).
DRAFT
VANGUARD ENERGY CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – INCOME TAXES
The provision for income taxes consists of the following:
| | Fiscal Year | | | Fiscal Year | |
| | Ended | | | Ended | |
| | September 30, 2016 | | | September 30, 2015 | |
| | | | | | |
Current | | $ | - | | | $ | - | |
Deferred | | | - | | | | - | |
| | | | | | | | |
Total | | $ | - | | | $ | - | |
The provision for income taxes differs from the amount computed by applying the federal statutory income tax rate (34%) on operations as follows:
| | Fiscal Year | | | Fiscal Year | |
| | Ended | | | Ended | |
| | September 30, 2016 | | | September 30, 2015 | |
| | | | | | |
Income tax expense computed at statutory rates | | $ | - | | | $ | - | |
Non-deductible items | | | | | | | | |
Change in valuation allowance | | | | | | | | |
These three are $0 and need to be corrected. Embedded table | | | | | | | | |
Total | | $ | - | | | $ | - | |
The components of the net deferred tax asset were as follows:
| | September 30, 2015 | | | September 30, 2014 | |
Deferred tax assets | | | | | | |
Net operating loss carryforwards | | $ | - | | | $ | - | |
Stock-based compensation | | | | | | | | |
Deferred tax liability - oil & gas properties | | | | | | | | |
Participation liability | | | | | | | | |
Subtotal | | | | | | | | |
Valuation allowance | | | | | | | | |
Net deferred tax asset | | $ | - | | | $ | - | |
See note above
A valuation allowance has been established to offset reported deferred tax assets. The Company's accumulated net operating losses were approximately $__________ at September 30, 2016 and begin to expire if not utilized in the year 2030.
DRAFT
VANGUARD ENERGY CORPORATION
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 – STOCKHOLDERS' EQUITY
NOTE 6 – STOCK-BASED COMPENSATION
On January 10, 2011, the Board of Directors approved a Non-Qualified Stock Option Plan (the "Plan") which authorizes the issuance of up to 1,500,000 shares of Company common stock to persons that exercise options granted pursuant to the Plan. The Company's employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plan, provided
however that bona fide services must be rendered by such consultants or advisors, and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. As of September 30, 2016 no options were outstanding.
NOTE 7 – COMMITMENTS AND CONTINGENCIES
Office Lease – The Company leases a virtual office lease in The Woodlands, Texas until June 30, 2019 at $197 per month..
Contractual Obligations – The Company’s material future contractual obligations by fiscal year as of September 30, 2016 were as follows:
| | Total | | | 2016 | | | Thereafter | |
Convertible notes | | $ | 70,747 | | | $ | 70,747 | | | | - | |
The Company has contractual capital commitments outstanding in the principal balance of $70,474 at September 30, 2016. Accrued interest of $36,044 is due in addition to the principal balance of the Convertible notes.
NOTE 8 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table summarizes the financial liabilities measured at fair value on a recurring basis as of September 30, 2016 and 2015:
| | | | | September 30, | | | September 30, | |
| | Level | | | 2016 | | | 2015 | |
| | | | | | | | | |
Convertible Notes | | | 1 | | | $ | 70,474 | | | $ | 70,474 | |
DRAFT
EXHIBIT 31.1
CERTIFICATIONS
I, Warren Dillard, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Vanguard Energy Corporation; |
| |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | |
| b) | designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, 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; |
| | |
| c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | |
| d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| | |
| b) | any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal control over financial reporting. |
__, 2017 | | /s/ Warren Dillard, | |
| | Warren Dillard, | |
| | Principal Executive Officer | |
DRAFT
EXHIBIT 31.2
CERTIFICATIONS
I, Warren Dillard, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Vanguard Energy Corporation; |
| |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
| 4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| | |
| b) | designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, 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; |
| | |
| c) | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | |
| d) | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
| 5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
| | |
| b) | any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal control over financial reporting. |
| | | |
__, 2017 | | /s/ Warren Dillard | |
| | Warren Dillard, | |
| | Principal Financial Officer | |
DRAFT
EXHIBIT 32.1
CERTIFICATIONS
In connection with the Annual Report of Vanguard Energy Corporation (the "Company") on Form 10-K for the period ending September 30, 2015 as filed with the Securities and Exchange Commission (the "Report"), Warren Dillard, the Company’s Principal Executive and Financial Officer, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of the Company. |
| | | |
__, 2017 | By: | /s/ Warren Dillard | |
| | Warren Dillard, Principal Executive and Financial Officer | |
Vanguard Sept 2015 10-K 2-22-16
