SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
OR
[ ] 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 00054147
(Exact Name of Registrant as Specified in its Charter)
BRISTOL RHACE NATURAL RESOURCE CORPORATION
(Exact Name of Registrant as Sepcified in its Charter)
OAKWOOD ACQUISITION CORPORATION
(Former name of Registrant)
Delaware 27-3567767
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
PO Box 535
Manson, Iowa 50573
(Address of Principal Executive Offices)(zip code)
712-469-3648
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
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 Accelerated Filer
Non-accelerated filer 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 Exchange Act).
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of stock, as of the latest practicable date.
Class Outstanding at
March 31, 2012
Common Stock, par value $0.0001 1,962,000
Documents incorporated by reference: None
FINANCIAL STATEMENTS
Balance Sheets as of March 31, 2012 (unaudited) and
December 31, 2011 1
Statements of Operations for the Three Months Ended
March 31, 2012 and 2011 and the for the Period from
July 19, 2010 (Inception) to March 31, 2012 (unaudited) 2
Statements of Cash Flows for the Three Months Ended
March 31, 2012 and 2011 and for the Period from
July 19, 2010 to (Inception) to March 31, 2012 (unaudited) 3
Notes to Financial Statements (unaudited) 4-7
BRISTOL RHACE NATURAL RESOURCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
March 31, December 31,
2012 2011
---------- -----------
(Unaudited)
Current Assets
Cash $ 2,011 $ 1,050
Prepaid expense 51,000 85,000
--------- ---------
TOTAL ASSETS $ 53,011 $ 86,050
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accrued liability $ - $ 400
--------- ---------
Total liabilities - 400
--------- ---------
Stockholders' Equity
Preferred stock, $0.0001 par value,
20,000,000 shares authorized;
None outstanding - -
Common Stock, $0.0001 par value,
100,000,000 shares authorized:
1,962,000 shares issued and
outstanding 196 150
(2011 - 1,500,000 shares issued
and outstanding)
Additional paid-in capital 92,335 87,900
Deficit accumulated during the
development stage (39,520) (2,400)
--------- ---------
Total Stockholders' Equity 53,011 85,650
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 53,011 $ 86,050
========== =========
The accompanying notes are an integral part of these financial statements.
1
BRISTOL RHACE NATURAL RESOURCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(unaudited)
The three The three For the period from
months ended months ended July 19, 2010
March 31, March 31, (inception) to
2012 2011 March 31, 2012
------------- ------------ -----------------
Sales $ - $ - $ -
Cost of sales - - -
------------- ------------ -----------------
Gross profit - - -
------------- ------------ -----------------
Operating expenses 37,120 - 39,520
------------- ------------ -----------------
Net loss $ (37,120) $ - $ (39,520)
============= ============ ================
Loss per share -
basic and diluted $ (0.00) $ -
============= ============
Weighted average shares -
basic and diluted 1,938,068 20,000,000
------------- ------------
The accompanying notes are an integral part of these financial statements.
2
BRISTOL RHACE NATURAL RESOURCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(unaudited)
The three The three For the period from
months ended months ended July 19, 2010
March 31, March 31, (inception) to
2012 2011 March 31, 2012
------------- ------------ -----------------
OPERATING ACTIVITIES
Net loss $ (37,120) $ - $ (39,520)
Changes in operating assets
and liabilites
Prepaid expense 34,000 - (51,000)
Accounts payable (400) - -
------------- ------------ -----------------
Net cash used in
operating activities (3,520) - (90,520)
------------- ------------ -----------------
FINANCING ACTIVITIES
Redemption of common stock - - (1,950)
Proceeds from the issuance of
common stock 462 - 3,462
Proceeds from shareholder 4,019 - 91,019
------------- ------------ -----------------
Net cash provided by
financing activities 4,481 - 92,531
------------- ------------ -----------------
Net increase in cash 961 - 2,011
Cash, beginning of period 1,050 2,000 -
------------- ------------ -----------------
Cash, end of period $ 2,011 $ 2,000 $ 2,011
============ ============ =================
The accompanying notes are an integral part of these financial statements.
3
BRISTOL RHACE NATURAL RESOUORCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT POLICIES
NATURE OF OPERATIONS
Bristol Rhace Natural Resource Corporation ("the Company"), formerly
Oakwood Acquisition Corporation, was incorporated on July 19, 2010
under the laws of the State of Delaware to engage in any lawful
corporate undertaking, including, but not limited to, selected mergers
and acquisitions. The Company has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its shareholders.
The Company intends to develop an oil, gas and mining company with a
main goal to purchase existing oil and gas production with proven
reserves. The short-term corporate goals are to purchase oil and gas
productions to establish a cash flow, invest proceeds of production in
drill sites, primarily in offset wells which have minimal risk. The
primary focus will be in known production areas such as Texas,
Oklahoma, Wyoming and Colorado. In the long-term, the company
would like to acquire actively pumping natural gas wells. No assurances
can be given that the Company will be successful in achieving the
aforementioned goals. The Company selected December 31 as its fiscal
year end.
BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission (SEC) for interim financial information. Accordingly, they
do not include all of the information and notes required by U.S. GAAP
for complete financial statements. The accompanying unaudited
financial statements include all adjustments, composed of normal
recurring adjustments, considered necessary by management to fairly
state our results of operations, financial position and cash flows. The
operating results for interim periods are not necessarily indicative of
results that may be expected for any other interim period or for the full
year. These unaudited financial statements should be read in conjunction
with the financial statements and notes thereto included in our Annual
Report on Form 10-K for the year ended December 31, 2011 as filed
with the SEC.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP
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 periods.
Actual results could differ from those estimates.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
places its cash with high quality banking institutions. The Company did
not have cash balances in excess of the Federal Deposit Insurance
Corporation limit as of March 31, 2012 and December 31, 2011.
4
BRISTOL RHACE NATURAL RESOUORCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
INCOME TAXES
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are
expected to be recovered or settled. Valuation allowances are established
when it is more likely than not that some or all of the deferred tax assets
will not be realized. As of March 31, 2012 and December 31, 2011, there
were no deferred taxes.
LOSS PER COMMON SHARE
Basic loss per common share excludes dilution and is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per common share reflects
the potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the loss of
the entity. As of March 31, 2012 and December 31, 2011, there were no
outstanding dilutive securities.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value
measurements of financial assets and financial liabilities and for fair
value measurements of nonfinancial items that are recognized or
disclosed at fair value in the financial statements on a recurring basis.
Additionally, the Company adopted guidance for fair value measurement
related to nonfinancial items that are recognized and disclosed at fair
value in the financial statements on a nonrecurring basis. The guidance
establishes a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to
measurements involving significant unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy are as
follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for
identical assets or liabilities that the Company has the ability to access
at the measurement date.
Level 2 inputs are inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly or
indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The level in the fair value hierarchy within which a fair measurement in
its entirety falls is based on the lowest level input that is significant
to the fair value measurement in its entirety.
5
BRISTOL RHACE NATURAL RESOUORCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 2 - GOING CONCERN
The Company has sustained losses since its inception. The Company has
a total accumulated deficit of $39,520 at March 31, 2012. The Company's
continuation as a going concern is dependent on its ability to generate
sufficient cash flows from operations to meet its obligations, which it
has not been able to accomplish to date, and /or obtain additional
financing from its stockholders and/or other third parties.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to meet its obligations and
continue its operations for the next fiscal year. The continuation of the
Company as a going concern is dependent upon financial support from
its stockholders, the ability of the Company to obtain necessary equity
financing to continue operations, successfully locating and negotiate
with a business entity for the combination of that target company with
the Company.
Management plans to use their personal funds to pay all expenses
incurred by the Company in 2012. There is no assurance that the
Company will ever be profitable. The financial statements do not include
any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company be
unable to continue as a going concern.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
Adopted
In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve
Common Fair Value Measurement and Disclosure Requirements in U.S.
GAAP and International Financial Reporting Standards (IFRS) of Fair
Value Measurement Topic 820." ASU 2011-04 is intended to provide
a consistent definition of fair value and improve the comparability of
fair value measurements presented and disclosed in financial statements
prepared in accordance with U.S. GAAP and IFRS. The amendments
include those that clarify the FASB's intent about the application of
existing fair value measurement and disclosure requirements, as well as
those that change a particular principle or requirement for measuring fair
value or for disclosing information about fair value measurements. This
update is effective for annual and interim periods beginning after
December 15, 2011. The adoption of this accounting guidance did not
have a material impact on our financial statements and related
disclosures.
NOTE 4 COMMON STOCK
The Company is authorized to issue 100,000,000 shares of common
stock and 20,000,000 shares of preferred stock. As of March 31, 2012,
there are 1,500,000 shares of common stock issued and outstanding and
none of preferred stock.
On July 19, 2010, the Company issued 20,000,000 common shares to its
sole director and officer for $2,000 in cash.
On November 30, 2011, the Company redeemed an aggregate of
19,500,000 of the then 20,000,000 shares of outstanding stock at a
redemption price of $.0001 per share for an aggregate redemption price
of $1,950.
6
BRISTOL RHACE NATURAL RESOUORCE CORPORATION
(formerly OAKWOOD ACQUISITION CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
On December 1, 2011, the Company issued 1,000,000 shares of its
common stock at par for an aggregate of $1,000.
In January 2012, the Company issued 462,000 common shares to various
investors for $462 in cash.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Bristol Rhace Natural Resource Corporation (formerly Oakwood
Acquisition Corporation (the "Company") was incorporated
on July 19, 2010 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions.
The Company registered its common stock on a Form 10
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-Q and annual reports Form 10-K.
On November 30, 2011 the Company effected a change in its control
with the following actions:
1. The Company redeemed an aggregate of 19,500,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001
per share for an aggregate redemption price of $1,950.
2. New officers and directors were appointed and elected and the
prior officers and directors resigned.
3. On December 1, 2011, the Company then issued 1,000,000 shares
of its common stock pursuant to Section 4(2) of the Securities Act
of 1933.
On November 30, 2011, the shareholders of the Corporation and the
Board of Directors unanimously approved the change of the Registrant's
name to Bristol Rhace Natural Resource Corporation and filed such changes
with the State of Delaware.
The Company has been in the developmental stage since inception
and its operations to date have been limited to filing a registration
statement and issuing shares of its common stock to the original
shareholders and to the subsequent shareholders to whom control of the
Company was transferred. Subsequent to the period covered by this
report, the Company is raising capital through the private sale of
its securities pursuant to Regulation D of the Rules and Regulations
of the Securities and Exchange Commission. The Company filed a Form
D in 2012.
The Company has sustained operating losses since inception on
July 19, 2010. At March 31, 2012, the Company has total accumulated
deficit of $39,520.
The Company's independent auditors have issued a report raising
substantial doubt about the Company's ability to continue as a going
concern. At present, the Company has no operations and the continuation
of the Company as a going concern is dependent upon financial support from
its stockholders, its ability to obtain necessary equity financing to
continue operations and/or to successfully locate and negotiate with a
business entity for the combination with a target company.
Management plans to use their personal funds to pay all
expenses incurred by the Company in 2012. There is no assurance that the
Company will ever be profitable. The financial statements do not include
any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company be
unable to continue as a going concern.
The Company intends to develop an oil, gas and mining company with
a main goal to purchase existing oil and gas production with proven
reserves. The short-term corporate goals are to purchase oil and gas
productions to establish a cash flow, invest proceeds of production in
drill sites, primarily in offset wells which have minimal risk. The
primary focus will be in known production areas such as Texas,
Oklahoma, Wyoming and Colorado. In the long-term, the company would
like to acquire actively pumping natural gas wells. No assurances can
be given that the Company will be successful in achieving these goals.
The Company may enter into a business combination with an existing
company. A combination will normally take the form of a merger, stock-for-
stock exchange or stock-for-assets exchange. In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended. The Company has not
entered into any agreements or contracts as of the date of this report for
any such business combination.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Information not required to be filed by Smaller reporting companies.
ITEM 4. Controls and Procedures.
Disclosures and Procedures
Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its disclosure controls and procedures pursuant to
Exchange Act Rules. This evaluation was done as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).
Based upon that evaluation, he believes that the Company's
disclosure controls and procedures are effective in gathering, analyzing
and disclosing information needed to ensure that the information
required to be disclosed by the Company in its periodic reports is
recorded, processed, summarized and reported, within the time periods
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and
communicated to the issuer's management, including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.
This Quarterly Report does not include an attestation report of
the Company's registered public accounting firm regarding internal
control over financial reporting. As an emerging growth company,
Management's report was not subject to attestation by the Company's
registered public accounting firm.
Changes in Internal Controls
There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this report
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the Company
is unaware of such proceedings contemplated against it.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the past three years, the Company has issued the following
common shares:
On July 19, 2010, the Company issued 20,000,000 common shares to its
sole director and officer for $2,000 in cash.
On November 30, 2011, the Company redeemed an aggregate of
19,500,000 of the then 20,000,000 shares of outstanding stock at a
redemption price of $.0001 per share for an aggregate redemption price
of $1,950.
On December 1, 2011, the Company issued 1,000,000 shares of its
common stock at par for an aggregate of $1,000.
In January, 2012, the Company issued 462,000 sharese of common stock
for an aggregate purchase price of $462.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security
holders during the quarter covered by this Report.
ITEM 5. OTHER INFORMATION
(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:
During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.
ITEM 6. EXHIBITS
(a) Exhibits
31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BRISTOL RHACE NATURAL RESOURCE CORPORATION
By: /s/ David Wooldridge
President and Chief Financial Officer
Dated: May 15, 2012