UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended June 30, 2004
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from , 20 , to , 20 .
Commission File Number 0-8447
DOL RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Wyoming | 83-0219465 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
3233 West Kingsley Road, Garland, Texas 75041
(Address of Principal Executive Offices)
(972) 840-3223
(Registrant’s Telephone Number, Including Area Code)
[Missing Graphic Reference]
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): xYES ¨ NO
There were 25,500,000 shares of the Registrant’s $.01 par value common stock outstanding as of June 30, 2004.
Transitional Small Business Format (check one) Yes ¨ NO x
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Table of Contents
Financial Information
DOL Resources.
Six Months Ended
June 30, 2004 and 2003 (Unaudited)
| Item 1. | Financial Statements | |
| Balance Sheet as of June 30, 2004 (Unaudited) | ||
| Statements of Operations for the Three and Six Months Ended June 30, 2004 and 2003 and cumulative from October 2, 2002 through June 30, 2004 (Unaudited) | ||
| Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003 and cumulative from October 2, 2002 through June 30, 2004 (Unaudited) | ||
| Notes to Financial Statements | ||
| Item 2. | Management’s Discussion & Analysis of Financial Condition and Plan of Operation | |
| Item 3. | Controls and Procedures | |
Part II - Other Information | ||
| Item 1. | Legal Proceedings | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
| Item 3. | Defaults Upon Senior Securities | |
| Item 4. | Submission of Matters to a Vote of Security Holders | |
| Item 5. | Other Matters | |
| Item 6. | Exhibits and Reports on Form 8-K | |
| Signatures | ||
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DOL RESOURCES, INC.
(A Development Stage Company)
BALANCE SHEET
JUNE 30, 2004
(Unaudited)
Asset | |
| Current assets: | |
| Cash | $ - |
Liabilities and Stockholders’ Equity | |
| Current liabilities: | |
| Accounts payable, trade | $ - |
| Stockholders' equity: | |
| Preferred stock; $5 par value; 10,000,000 shares authorized; none issued or outstanding | - |
| Common stock; $.01 par value; 100,000,000 shares authorized; 25,500,000 shares issued and outstanding | 255,000 |
| Additional paid in capital | 1,899,078 |
| Accumulated deficit | (2,154,078) |
| - | |
| $ - | |
The accompanying notes are an integral part of the financial statements.
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DOL RESOURCES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended June 30, | For the Six Months Ended June 30, | Cumulative From October 2, 2002 Through June 30, | |||||||||
| 2004 | 2003 | 2004 | 2003 | 2004 | |||||||
| Revenues | $ - | $ - | $ - | $ - | $ - | ||||||
| Operating expenses: | |||||||||||
| General and administrative | - | - | - | - | - | ||||||
| Total operating expenses | - | - | - | - | - | ||||||
| Net income | $ - | $ - | $ - | $ - | $ - | ||||||
Basic net income per weighted average common share | $ - | $ - | $ - | $ - | $ - | ||||||
Weighted average number of common shares outstanding | 25,500,000 | 25,500,000 | 25,500,000 | 25,500,000 | 25,500,000 | ||||||
The accompanying notes are an integral part of the financial statements.
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DOL RESOURCES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended June 30, 2004 | Six Months Ended June 30, 2003 | Cumulative From October 2, 2002 Through June 30, 2004 | |
| Cash flows from operating activities: | |||
| Net income | $ - | $ - | $ - |
| Net cash provided by operating activities | - | - | - |
| Net cash provided by investing activities | - | - | - |
| Net cash provided by financing activities | - | - | - |
| Net change in cash | - | - | - |
| Cash at the beginning of period | - | - | - |
| Cash at the end of period | $ - | $ - | $ - |
The accompanying notes are an integral part of the financial statements.
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DOL RESOURCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and business
DOL Resources, Inc. was organized on November 6, 1973 under the laws of the State of Wyoming. Its primary activities through October 1, 2002 had been the acquisition of interests in various oil and gas properties, coal properties and exploration for oil and gas. On June 30, 2006, the Company’s board of directors formalized an agreement to sell its oil and gas properties with a net book value of $570,030 to Glauber Management Company in exchange for assuming a note payable to a bank of $263,000, a payable to Glauber Management Company of $354,030 less an accounts receivable balance of $7,454 effective October 1, 2002. See Note 3. On October 2, 2002, the Company became a development stage company, whose activities to date have been limited to the organization of the company, the filing of this registration statement and activities incidental thereto. The Company has not conducted any research, development or other business, and has not been involved in any bankruptcy, receivership or similar proceeding, or any material reclassification, merger, consolidation, or purchase of assets. The Company has not offered any products or services since September 30, 2002.
Basis of presentation
The accompanying financial statements have been prepared in accordance with the regulations of the Securities and Exchange Commission (“SEC”) for inclusion in the Company's quarterly report on Form 10-QSB. The accompanying financial statements reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair statement of the results of operations for the interim periods. The results of operations for the six-month period ended June 30, 2004 are not necessarily indicative of those to be expected for the entire year.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The results of operations for its current fiscal quarter are not necessarily indicative of the operating results expected for any succeeding fiscal quarter or for the fiscal year.
Development stage activities
Subsequent to the Company’s sale of oil and gas properties as described above, the Company had not conducted any operations. All of the Company’s operating results and cash flows reported in the accompanying financial statements from October 2, 2002 (date entered development stage) through June 30, 2004 are considered to be those related to development stage activities and represent the ‘cumulative from inception’ amounts from its development stage activities required to be reported pursuant to Statements of Financial Accounting Standards (“SFAS”) No. 7, Development Stage Enterprises.
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DOL RESOURCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Management estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
2. Going Concern
The financial statements of the Company have been prepared assuming that the Company will continue as a going concern. However, the Company has sustained recurring losses and, as of June 30, 2004, had no business operations. These conditions, among others, give rise to substantial doubt about the Company's ability to continue as a going concern. Management is continuing to seek additional equity capital to fund a merger or acquisition or to purchase an ongoing business. Until such time, the Company anticipates its working capital needs to be funded through advances from its major stockholders. Management believes that these steps will provide the Company with adequate funds to sustain its continued existence. There is, however, no assurance that the steps taken by management will meet all of the Company's needs or that it will continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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PART I - FINANCIAL INFORMATION
THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “ANTICIPATED,” “BELIEVE,” “EXPECT,” “PLAN,” “INTEND,” “SEEK,” “ESTIMATE,” “PROJECT,” “WILL,” “COULD,” “MAY,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.
This Management's Discussion and Analysis and Plan of Operation presents a review of the operating results and financial condition of the Company for the three month periods ended June 30, 2004 and 2003. This discussion and analysis is intended to assist in understanding the financial condition and results of operations of the Company and its subsidiaries. This section should be read in conjunction with the financial statements and the related notes.
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DOL RESOURCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
RESULTS OF OPERATIONS
As a development stage company, DOL Resources has funded operations through short-term borrowings and equity investments in order to meet obligations. Our future operations are dependent upon external funding and our ability to increase revenues and reduce expenses. Management believes that sufficient funding will be available from additional related party borrowings and private placements to meet our business objectives including anticipated cash needs for working capital, for a reasonable period of time.
As of the date of this quarterly report, there is substantial doubt regarding our ability to continue as a going concern as we have not generated sufficient cash flow to fund our business operations and material commitments. Our future success and viability, therefore, are dependent upon our ability to generate capital financing. We are optimistic that we will be successful in our new business operations and capital raising efforts; however, there can be no assurance that we will be successful in generating revenue or raising additional capital. The failure to generate sufficient revenues or raise additional capital may have a material and adverse effect upon the Company and our shareholders.
FINANCIAL INVORMATION
The Company has not yet made any determination about the future business plans. The Company's Board of Directors is evaluating possible directions, including possible transaction in which the Company sells or merges its "public shell" corporation to or with a private operating business whereby the Company's shareholders would retain some ownership interest in the surviving public corporation. However, the Board of Directors may not choose to pursue one or more options not yet considered.
The Company is not performing any product research and development at this time and it is not expected to purchase equipment or incur significant changes in the number of employees.
OFF BALANCE SHEET ARANGEMENT
As of the date of this report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which
we have: (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
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DOL RESOURCES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Under the supervision and with the participation of the Company’s management, including the Company’s Principal Executive Officer and Principal Financial Officer, the Company conducted an evaluation of the effectiveness of the design and operations of its disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based on their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective so as to timely identify, correct and disclose information required to be included in our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the audit process, management believes that the financial statements and other information presented herewith are materially correct.
(b) Changes in internal controls. There were no significant changes in our internal controls or to our knowledge, in other factors that could significantly affect our disclosure controls and procedures subsequent to the evaluation date.
None
During the three month period ended June 30, 2004, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.
None
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During the three month period ended June 30, 2004, the Company did not submit any matters to a vote of its security holders.
The Company does not have any other material information to report with respect to the three month period ended June 30, 2004.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
| (a) | Exhibits included herewith are: |
31.1 | Certification of the Chief Executive Officer, dated April 17, 2006 (This certification required as Exhibit 31 under Item 601(a) of Regulation S-K is filed as Exhibit 99.1 pursuant to SEC interim filing guidance.) (2) | |||
31.2 | Certification of the Chief Financial Officer, dated April 17, 2006 (This certification required as Exhibit 31 under Item 601(a) of Regulation S-K is filed as Exhibit 99.2 pursuant to SEC interim filing guidance.) (2) | |||
32 | Written Statements of the Chief Executive Officer and Chief Financial Officer, dated April 17, 2006 (This certification required as Exhibit 32 under Item 601(a) of Regulation S-K is furnished in accordance with Item 601(b)(32)(iii) of Regulation S-K as Exhibit 99.3 pursuant to SEC interim filing guidance.) (2) |
| (b) | Reports on Form 8-K |
None
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Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized:
DOL RESOURCES, INC
| Dated: | April 17, 2006 | By:/s/ S. MORT ZIMMERMAN |
| S. Mort Zimmerman | ||
| Chairman of the Board, President and | ||
| Chief Executive Officer | ||
| Dated: | April 17, 2006 | By:/s/FRED M. UPDEGRAFF |
| Fred M. Updegraff | ||
| Vice President, Chief Financial Officer, and Treasurer |
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Exhibit Index
Exhibit Description
31.1 | Certification of the Chief Executive Officer, dated April 17, 2006 (This certification required as Exhibit 31 under Item 601(a) of Regulation S-K is filed as Exhibit 99.1 pursuant to SEC interim filing guidance.) (2) | |||
31.2 | Certification of the Chief Financial Officer, dated April 17, 2006 (This certification required as Exhibit 31 under Item 601(a) of Regulation S-K is filed as Exhibit 99.2 pursuant to SEC interim filing guidance.) (2) | |||
32 | Written Statements of the Chief Executive Officer and Chief Financial Officer, dated April 17, 2006 (This certification required as Exhibit 32 under Item 601(a) of Regulation S-K is furnished in accordance with Item 601(b)(32)(iii) of Regulation S-K as Exhibit 99.3 pursuant to SEC interim filing guidance.) (2) |
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