SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2012
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to _________
Commission File Number 333-177406
Chimera Energy Corporation
(Exact name of small business issuer as specified in its charter)
| Nevada | 45-2941876 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 2800 Post Oak Blvd., Suite 4100 | ||
| Houston, TX | 77056 | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (832) 390-2334
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 þ 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. 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 þ | ||
There were 66,000,000 shares of the registrant’s common stock issued and outstanding as of July 12, 2012.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
IMPORTANT INFORMATION REGARDING THIS FORM 10-Q
Unless otherwise indicated, references to “we,” “us,” and “our” in this Quarterly Report on Form 10-Q refer to Chimera Energy Corporation.
Readers should consider the following information as they review this Quarterly Report:
Forward-Looking Statements
The statements contained or incorporated by reference in this Quarterly Report on Form 10-Q that are not historical facts are “forward-looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements include any statement that may project, indicate or imply future results, events, performance or achievements. The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expect,” “may,” “will,” “should,” “intend,” “plan,” “could,” “estimate” or “anticipate” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.
Given the risks and uncertainties relating to forward-looking statements, investors should not place undue reliance on such statements. Forward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the date of this Quarterly Report on Form 10-Q and are not guarantees of future performance. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may prove to have been incorrect. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.
Except to the extent required by applicable securities laws, we expressly disclaim any obligation or undertakings to release publicly any updates or revisions to any statement or information contained in this Quarterly Report on Form 10-Q, including the forward-looking statements discussed above, to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement or information is based.
CHIMERA ENERGY CORPORATION
CONTENTS
| Balance Sheets as of May 31, 2012 (Unaudited) and August 31, 2011 | F-2 | |
| Statements of Operations for the three and nine months ended May 31, 2012 and for the period from August 5, 2011 (date of inception) through May 31, 2012 (Unaudited) | F-3 | |
| Statements of Cash Flows for the nine months ended May 31, 2012 and for the period from August 5, 2011 (date of inception) through May 31, 2012 (Unaudited) | F-4 | |
| Notes to Financial Statements | F-5 | |
| 4 | ||
| 5 | ||
| 5 | ||
| 6 | ||
| 6 | ||
| 6 |
| CHIMERA ENERGY CORP | ||||||||
| (Development Stage Company) | ||||||||
| BALANCE SHEETS | ||||||||
| ASSETS | ||||||||
| May 31, 2012 | August 31, 2011 | |||||||
| (UNAUDITED) | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and Cash Equivalents | $ | 97,708 | $ | 78,989 | ||||
| Accounts Receivable, Net | 2,800 | 17,000 | ||||||
| Inventory | 15,970 | 15,000 | ||||||
| Total Current Assets | 116,478 | 110,989 | ||||||
| TOTAL ASSETS | $ | 116,478 | $ | 110,989 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts Payable and Accrued Expenses | $ | 309 | $ | 69 | ||||
| Accrued Interest on Notes Payable | 11,620 | 370 | ||||||
| Total Current Liabilities | 11,929 | 439 | ||||||
| Notes Payable | 100,000 | 100,000 | ||||||
| TOTAL LIABILITIES | 111,929 | 100,439 | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Common stock, $0.01 par value, 100,000,000 shares authorized; | ||||||||
| 16,500,000 and 10,000,000 shares outstanding, respectively | 16,500 | 10,000 | ||||||
| Additional Paid In Captial | 91,000 | - | ||||||
| Retained Earnings (Deficit Accumulated) During Development Stage | (102,951 | ) | 550 | |||||
| TOTAL STOCKHOLDERS' EQUITY | 4,549 | 10,550 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 116,478 | $ | 110,989 | ||||
The accompanying notes are an integral part of these financial statements.
F-1
| CHIMERA ENERGY CORP | ||||||||||||
| (Development Stage Company) | ||||||||||||
| STATEMENTS OF OPERATIONS (UNAUDITED) | ||||||||||||
| Period from Inception | ||||||||||||
| For the Three Months Ended | For the Nine Months Ended | (August 5, 2011) to | ||||||||||
| May 31, 2012 | May 31, 2012 | May 31, 2012 | ||||||||||
| REVENUES | $ | 2,880 | $ | 8,000 | $ | 25,000 | ||||||
| COST OF REVENUES | 2,000 | 5,870 | 20,870 | |||||||||
| GROSS PROFIT | 880 | 2,130 | 4,130 | |||||||||
| OPERATING EXPENSES | ||||||||||||
| Selling, General and Administrative | 13,630 | 43,548 | 44,628 | |||||||||
| Professional Fees | 50,833 | 50,833 | 50,833 | |||||||||
| Total Operating Expenses | 64,463 | 94,381 | 95,461 | |||||||||
| OPERATING INCOME | (63,583 | ) | (92,251 | ) | (91,331 | ) | ||||||
| OTHER EXPENSES | ||||||||||||
| Interest expense | (3,750 | ) | (11,250 | ) | (11,620 | ) | ||||||
| Total Other Expenses | (3,750 | ) | (11,250 | ) | (11,620 | ) | ||||||
| NET LOSS | $ | (67,333 | ) | $ | (103,501 | ) | $ | (102,951 | ) | |||
NET LOSS PER SHARE: | ||||||||||||
Common Stock: | ||||||||||||
| Basic and Diluted Net Loss Per Share | $ | (0.00 | ) | $ | (0.01 | ) | ||||||
| Denominator for Basic and Diluted Net Loss Per Share | ||||||||||||
| Weighted Average Number of | ||||||||||||
| Common Shares Outstanding | 15,098,901 | 12,505,494 | ||||||||||
The accompanying notes are an integral part of these financial statements.
F-2
| CHIMERA ENERGY CORP | ||||||||
| (Development Stage Company) | ||||||||
| STATEMENTS OF CASH FLOWS (UNAUDITED) | ||||||||
| Period from Inception | ||||||||
| For the Nine Months Ended | (August 5, 2011) to | |||||||
| May 31, 2012 | May 31, 2012 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net Income | $ | (103,501 | ) | $ | (102,951 | ) | ||
| Adjustments to reconcile net loss to net cash | ||||||||
| used in operating activities: | ||||||||
| Compensatory Element of Stock Issuance | 22,500 | 22,500 | ||||||
| Changes in Operating Assets and Liabilities: | ||||||||
| Accounts Receivable | 14,200 | (2,800 | ) | |||||
| Inventory | (970 | ) | (15,970 | ) | ||||
| Accrued Interest on Notes Payable | 11,250 | 11,250 | ||||||
| Accounts Payable and Accrued Expenses | 240 | 679 | ||||||
| NET CASH USED IN OPERATING ACTIVITIES | (56,281 | ) | (87,292 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from Notes Payable | - | 100,000 | ||||||
| Proceeds from the Sale of Common Stock | 75,000 | 85,000 | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | 75,000 | 185,000 | ||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | 18,719 | 97,708 | ||||||
| CASH AND CASH EQUVALENTS, Beginning of Period | 78,989 | - | ||||||
| CASH AND CASH EQUIVALENTS, End of Period | $ | 97,708 | $ | 97,708 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Interest Paid | $ | - | $ | - | ||||
| Income Taxes Paid | $ | - | $ | - | ||||
The accompanying notes are an integral part of these financial statements.
F-3
(A Development Stage Corporation)
Notes to Financial Statements
May 31, 2012 (Unaudited)
1. Background Information
Chimera Energy Corporation, a Nevada corporation (the “Company”), supplies equipment and components that are used in the exploration and production of oil and gas. The Company is a development stage corporation and is seeking to implement its business plan. The Company was incorporated on August 5, 2011 (Date of Inception) with its corporate headquarters located in Houston, Texas and its year-end is August 31. In addition to our present product line, we intend to develop and commercialize additional products and technologies for the oil and gas industry. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2011, as reported in the Form S-1 of the Company, have been omitted.
2. Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period from August 5, 2011 through May 31, 2012, the Company incurred a net loss of $102,951 and had limited operations. In view of these matters, the Company's ability to continue as a going concern is dependent upon its ability to achieve a higher level of operations and profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
3. Note Payable
On August 22, 2011, the Company borrowed $100,000 through a promissory note, for the purpose of raising operating capital. Under the terms of the note, interest shall accrue at 15% per annum; and principal and accrued interest shall become due on August 21, 2013, unless extended by mutual consent of the parties.
The note is secured by all the assets, properties, goods, inventory, equipment, furniture, fixtures, leases, supplies, records, money, documents, instruments, chattel paper, accounts, intellectual property rights (including but not limited to, copyrights, moral rights, patents, patent applications, trademarks, service marks, trade names, trade secrets) and other general intangibles, whether owned by the Company on August 22, 2011 or acquired thereafter.
4. Common Stock
In January 2012, the Company sold five million shares of its common stock pursuant in conjunction with a registration statement filed with the Securities and Exchange Commission on Form S-1, effective December 21, 2011. The total proceeds raised in the offering were $75,000 and the offering price per share was $0.015.
On May 25, 2012 the Company’s Board of Directors authorized the issuance of 1,500,000 shares of the Company’s common stock to its Chairman and CEO, Charles Grob. The shares were issued for compensation. The issuance was value at $22,500 based solely on the per share price of $0.015 paid by the subscribers to the Company’s recent public offering.
5. Subsequent Event
On June 26, 2012 the Company’s Board of Directors approved a 4:1 forward split of the Company’s issued and outstanding shares of common stock. The forward split will be effectuated through the issuance of 4 new additional shares for each share held as of the records date, July 6, 2012. After giving effect to the forward split, the Company will have 66,000,000 shares of common stock issued and outstanding. The increase in authorized shares and forward stock split have not been retroactively applied.
F-4
| ITEM 2: | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
FORWARD LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of the Company. Forward-looking statements are based on management's current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from these expectations and assumptions due to changes in global political, economic, business, competitive, market, regulatory and other factors. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.
The following discussion and analysis should be read in connection with the Company’s financial statements and related notes thereto, as included in this report, as well as the Company’s effective Registration Statement filed on form S-1/A on December 5, 2011.
Organization and Basis of Presentation
We are a Houston based energy company, incorporated in the State of Nevada on August 5, 2011, with a fiscal year end of August 31. Our business and registered office is located at 2800 Post Oak Blvd., Suite 4100, Houston, Texas 77056. Our telephone number is 832-390-2334. Our Internet address is http://www.chimeraenergyusa.com. The information on, or that may be accessed through, our website is not incorporated by reference into this quarterly filing and should not be considered a part of this disclosure.
Our current business supplies equipment and components that are used in the exploration and production of oil and gas. In August 2011, we capitalized our business operations with a $100,000 note that bears interest at an annual rate of 15% per annum and is due and payable on August 21, 2013, and commenced our operations with the purchase of $30,000 of inventory. On August 22, 2011, our founder, sole officer and director, Charles Grob, purchased 10,000,000 shares of our common stock for $10,000 at a price per share of $0.001.
In January 2012, the Company sold five million shares of its common stock pursuant to a registration statement filed with the Securities and Exchange Commission on Form S-1, effective December 21, 2011. The total proceeds raised in the offering were $75,000 and the offering price per share was $0.015. As of the date of this filing the offering is closed. The company intends to use the proceeds from the offering as described in its prospectus filed with the SEC. For additional information concerning this offering please refer to our EDGAR filings which can be found at http://edgar.sec.gov.
For the three and nine months ended May 31, 2012.
For the three and nine months ended May 31, 2012, we realized revenues of $2,880 and $8,000, respectively; and cost of goods sold of $2,000 and $5,870, respectively. Our operating expenses associated with the operations of the Company for the same periods were $64,463 and $94,381, respectively. Interest expense totaled $3,750 for the three months ended May 31, 2012 and totaled $11,250 for the nine months ended May 31, 2012. Interest expense for the periods ended May 31, 2012 was the interest that was accrued on our $100,000 note. For the three and nine months ended May 31, 2012, we recognized a net loss of $67,333 and $103,501, respectively. The primary reason for the net loss was due to early stage revenues from operations and an increase in operating expenses associated with going public.
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For the Period from August 5, 2011 (Inception) through May 31, 2012
For the period from August 5, 2011 (inception) through May 31, 2012, we realized revenues of $25,000 and cost of goods sold of $20,870. Our operating expenses associated with the operations of the Company for the same period were $95,461. Interest expense totaled $11,620. For the period ended May 31, 2012, we recognized a net loss of $102,951. The primary reason for the net loss was due to early stage revenues from operations and an increase in general and administrative expenses associated with going public.
Liquidity and Capital Resources
We incurred a net loss of $103,501 and $102,951 for the nine months ended May 31, 2012, and for the period from inception through May 31, 2012, respectively. As of May 31, 2012, we had a working capital surplus of $4,549. We anticipate that we will require approximately $500,000 to fund our operations and fully execute our business plan. We continue to rely on loans from third parties to fund operating shortfalls and do not foresee a change in this situation in the immediate future. There can be no assurance that we will continue to have such funding available. We will not be able to continue operations without additional financings. These conditions create substantial doubt as to the Company’s ability to continue as a going concern.
COMMON STOCK
We are authorized to issue 100,000,000 shares of Common Stock, with a par value of $0.001. There were 16,500,000 shares of Common Stock issued and outstanding as of July 13, 2012 and May 31, 2012 All shares of common stock have one vote per share on all matters including election of directors, without provision for cumulative voting. The common stock is not redeemable and has no conversion or preemptive rights. The common stock currently outstanding is validly issued, fully paid and non- assessable. In the event of liquidation of the company, the holders of common stock will share equally in any balance of the company's assets available for distribution to them after satisfaction of creditors and preferred shareholders, if any. The holders of common stock of the company are entitled to equal dividends and distributions per share with respect to the common stock when, as and if, declared by the board of directors from funds legally available.
PREFERRED STOCK
We have not authorized or issued any preferred stock as of the date of this filing.
| ITEM 3: | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS |
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 4T: CONTROLS AND PROCEDURES
Our principal executive have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated to our management, including our principal executive officer as appropriate, to allow for timely decisions regarding required disclosure.
Our principal executive officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report due to a lack of segregation of duties and an absence of written policies and procedures for accounting and financial reporting, which are identified in our Annual Report on Form S-1 for the period ended August 31, 2011 as a material weakness in our internal controls over financial reporting.
-5-
Change In Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the three months ended May 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1A: RISK FACTORS
A smaller reporting company is not required to provide the information required by this item.
ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities during the 9 month period ended May 31, 2012.
ITEM 3: Legal Proceedings
None
| ITEM 4: | EXHIBITS AND REPORTS ON FORM 8-K |
| (a) | Exhibits: |
| Exhibit No. | Description |
| 31.1 | Section 302 Certification * |
32.1 * filed herewith | Section 906 Certification * |
| (b) | Reports on Form 8-K: |
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Chimera Energy Corporation | ||
| By: | /s/ Charles Grob | |
| Charles Grob | ||
| Chairman of the Board and CEO | ||
| (Principal Executive Officer and | ||
| Principal Accounting Officer) |
Date: July 16, 2012
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