UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10Q
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(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, 2009
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________
Commission file number: 333-151398
BEDROCK ENERGY, INC.
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(Exact name of registrant as specified in its charter)
Colorado 02-0511381
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(State of Incorporation) (IRS Employer ID Number)
8950 Scenic Pine Drive, Suite 100, Parker, Colorado 80134
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(Address of principal executive offices)
303-794-4398
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(Registrant's Telephone number)
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 past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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 files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated file, 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 [ ] (Do not check if a smaller reporting company)
Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [ X]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of May 13, 2009, there were 3,495,524 shares of the registrant's common stock
issued and outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
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Balance Sheets - March 31, 2009 and December 31, 2008 F-1
Statements of Operations -
Three months ended March 31, 2009 and 2008 and
From March 17, 1999 (Inception) to March 31, 2009 F-2
Statements of Cash Flows -
Three months ended March 31, 2009 and 2008 and
From March 17, 1999 (Inception) to March 31, 2009 F-4
Notes to the Financial Statements F-5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 1
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- Not Applicable
Item 4. Controls and Procedures 3
Item 4T. Controls and Procedures 4
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - Not Applicable 4
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 4
Item 3. Defaults Upon Senior Securities - Not Applicable 5
Item 4. Submission of Matters to a Vote of Security Holders
- Not Applicable 5
Item 5. Other Information - Not Applicable 5
Item 6. Exhibits 5
SIGNATURES 6
PART I
ITEM 1. FINANCIAL STATEMENTS
BEDROCK ENERGY, INC.
(A Company in the Development Stage)
BALANCE SHEETS
March 31, December 31,
2009 2008
--------------- ----------------
ASSETS (Unaudited) (Audited)
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CURRENT ASSETS:
Cash $ 6,113 $ 11,662
Prepaid Expenses 15,750 -
--------------- ----------------
Total Current Assets 21,863 11,662
PROPERTY:
Oil and Gas Lease 1,122 -
--------------- ----------------
TOTAL ASSETS $ 22,985 $ 11,662
=============== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 3,464 $ 2,368
Loan from Affiliates 3,750 3,750
Loan from Shareholders 6,930 6,930
--------------- ----------------
Total Liabilities 14,144 13,048
--------------- ----------------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred shares, no par value, non voting: 10,000,000
shares authorized; no shares issued and outstanding - -
Common shares, $.001 par value, voting: 200,000,000
shares authorized; 3,495,524 and 2,845,524 issued and
outstanding, respectively 3,495 2,845
Additional paid in capital 419,780 387,930
Deficit accumulated during the development stage (414,434) (392,161)
--------------- ----------------
Total Shareholders' Equity (Deficit) 8,841 (1,386)
--------------- ----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 22,985 $ 11,662
=============== ================
The accompanying notes are an integral part of these statements.
F-1
BEDROCK ENERGY, INC.
(A Company in the Development Stage)
STATEMENTS OF OPERATIONS
(Unaudited)
Period From
(Inception)
March 17, 1999
For the Three Months Ended Through
March 31, 2009 March 31, 2008 March 31, 2009
----------------------- ----------------------- -----------------
OPERATING EXPENSES:
Salaries and related expenses $ $ - $ 112,128
Professional fees 2,804 6,485 92,087
Rent - - 3,801
Service fees 16,750 3,375 199,025
Travel and entertainment 1,251 - 34,447
General and administrative 1,468 1,614 33,087
----------------------- ----------------------- -----------------
Total Operating Expenses 22,273 11,474 474,575
----------------------- ----------------------- -----------------
Operating loss (22,273) (11,474) (474,575)
OTHER INCOME:
Other, net - - 60,141
----------------------- ----------------------- -----------------
NET LOSS
BEFORE INCOME TAXES (22,273) (11,474) (414,434)
Provision for income taxes - - -
----------------------- ----------------------- -----------------
NET LOSS $ (22,273) $ (11,474) $ (414,434)
======================= ======================= =================
Basic and diluted
(loss) per common share $ (0.01) $ (0.01)
======================= =======================
Basic and diluted
weighted-average number
of common shares outstanding 3,203,857 2,363,024
======================= =======================
The accompanying notes are an integral part of these statements.
F-2
BEDROCK ENERGY, INC.
(A Company in the Development Stage)
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
(Unaudited)
Total
Common Shares Preferred Shares Additional Shareholders'
$.001 Par Value No Par Value Paid-in Equity
Shares Amount Shares Amount Capital Deficit (Deficit)
--------------------------- ------------------------- ------------ ------------ ----------------
BALANCES, Inception, March 17,
1999 - $ - - $ - $ - $ - $ -
Issuance of shares for
services and cash 950,706 950 - - 43,825 - 44,775
Net loss - - - - - (29,784) (29,784)
--------------------------- ------------- ---------- ------------ ------------ ----------------
BALANCES, December 31, 1999 950,706 950 - - 43,825 (29,784) 14,991
Issuance of shares for debt,
services and cash 39,818 40 - - 140,960 - 141,000
Net loss - - - - - (215,994) (215,994)
--------------------------- ------------- ---------- ------------ ------------ ----------------
BALANCES, December 31, 2000 990,524 990 - - 184,785 (245,778) (60,003)
Net income - - - - - 9,233 9,233
--------------------------- ------------- ---------- ------------ ------------ ----------------
BALANCES, December 31, 2001 990,524 990 - - 184,785 (236,545) (50,770)
Net income - - - - - 49,137 49,137
--------------------------- ------------- ---------- ------------ ------------ ----------------
BALANCES, December 31, 2002 990,524 990 - - 184,785 (187,408) (1,633)
Net loss - - - - - (890) (890)
--------------------------- ------------- ---------- ------------ ------------ ----------------
BALANCES, December 31, 2003 990,524 990 - - 184,785 (188,298) (2,523)
Net loss - - - - - (5,657) (5,657)
--------------------------- ------------- ---------- ------------ ------------ ----------------
BALANCES, December 31, 2004 990,524 990 - - 184,785 (193,955) (8,180)
Net loss - - - - - (36,000) (36,000)
--------------------------- ------------- ---------- ------------ ------------ ----------------
BALANCES, December 31, 2005 990,524 990 - - 184,785 (229,955) (44,180)
Net loss - - - - - (36,000) (36,000)
--------------------------- ------------- ---------- ------------ ------------ ----------------
BALANCES, December 31, 2006 990,524 990 - - 184,785 (265,955) (80,180)
Issuance of shares for debt,
services and cash 1,245,000 1,245 - - 165,255 - 166,500
Net loss - - - - - (78,097) (78,097)
--------------------------- ------------- ---------- ------------ ------------ ----------------
BALANCES, December 31, 2007 2,235,524 2,235 - - 350,040 (344,052) 8,223
Issuance of shares for
services and cash 610,000 610 - - 37,890 - 38,500
Net loss - - - - - (48,109) (48,109)
--------------------------- ------------- ---------- ------------ ------------ ----------------
BALANCES, December 31, 2008 2,845,524 2,845 - - 387,930 (392,161) (1,386)
Issuance of shares for
services 650,000 650 - - 31,850 - 32,500
Net loss - - - - - (22,273) (22,273)
--------------- ---------- --------------------------------------- ------------ ----------------
BALANCES, March 31, 2009 3,495,524 $ 3,495 - $ - $ 419,780 $(414,434) $ 8,841
=============== ========== ======================================= ============ ================
The accompanying notes are an integral part of these statements.
F-3
BEDROCK ENERGY, INC.
(A Company in the Development Stage)
STATEMENTS OF CASH FLOWS
(Unaudited)
Period From
(Inception)
March 17, 1999
For the Three Months Ended Through
March 31, 2009 March 31, 2008 March 31, 2009
---------------------- ---------------------- -----------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ $ (22,273) $ (11,474) $ (414,434)
Adjustments to reconcile net (loss) to net cash
(used in) operating activities:
Issuance of common shares for services 32,500 9,000 155,775
Issuance of debt for services - - 12,000
Debt forgiveness - - (62,509)
(Increase) in current assets (15,750) (5,625) (15,750)
Increase in accounts payable 1,096 1,316 127,041
---------------------- ---------------------- -----------------
Net cash used in operating activities (4,427) (6,783) (197,877)
---------------------- ---------------------- -----------------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Lease (1,122) - (1,122)
---------------------- ---------------------- -----------------
Net cash used in investing activities (1,122) - (1,122)
---------------------- ---------------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party payable - - 21,612
Sale of common shares - 10,000 183,500
---------------------- ---------------------- -----------------
Net cash provided by financing activities - 10,000 205,112
---------------------- ---------------------- -----------------
NET (DECREASE) INCREASE IN CASH (5,549) 3,217 6,113
CASH, BEGINNING OF PERIOD 11,662 18,771 -
---------------------- ---------------------- -----------------
CASH, END OF PERIOD $ 6,113 $ 21,988 $ 6,113
====================== ====================== =================
NONCASH ACTIVITIES:
Issuance of common shares for debt $ - $ - $ 84,000
====================== ====================== =================
The accompanying notes are an integral part of these statements.
F-4
BEDROCK ENERGY, INC.
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
March 31, 2009
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated in Colorado on August 11, 2004, and its name
changed to Bedrock Energy, Inc. on October 18, 2007 from CellTouch, Inc.
Enviromart.com, Inc. was incorporated in New Hampshire in March of 1999. On
September 21, 2004 CellTouch, Inc. and Enviromart.com, Inc. (collectively the
"Company") were merged under the laws of the State of Colorado and CellTouch,
Inc. became the surviving entity. The Company has been in the development stage
since its inception. Activities through March 31, 2009 include the raising of
equity capital and the formation of a previous business plan to sell
environmental products over the Internet as well as the current business plan to
merge with or acquire and develop assets from a company in the oil and gas
industry.
Interim Presentation
In the opinion of the management of the Company, the accompanying unaudited
financial statements include all material adjustments, including all normal and
recurring adjustments, considered necessary to present fairly the financial
position and operating results of the Company for the periods presented. The
financial statements and notes are presented as permitted by Form 10-Q, and do
not contain certain information included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2008. It is the Company's opinion
that when the interim financial statements are read in conjunction with the
December 31, 2008 Annual Report on Form 10-K, the disclosures are adequate to
make the information presented not misleading. Interim results are not
necessarily indicative of results for a full year or any future period.
Statement of Cash Flows
For purposes of the statements of cash flows, cash includes deposits in
commercial bank accounts.
Income Taxes
The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under the asset and
liability method of SFAS No. 109, deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax basis. Deferred tax assets and liabilities
are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled.
Income Per Share
Income per share requires presentation of both basic and diluted income per
common share. Common share equivalents are not included in the weighted average
calculation since their effect would be anti-dilutive.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amount of assets and
liabilities and disclosures 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,
and such differences may be material to the financial statements.
F-5
BEDROCK ENERGY, INC.
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
March 31, 2009
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair Value of Financial Instruments
The Company's financial instruments, including cash, other assets and payables
approximate fair value due to the short-term nature of those instruments.
Going Concern
The Company's financial statements for the three months ended March 31, 2009
have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business. The Company reported an accumulated deficit in the development
stage of $414,434 as of March 31, 2009. The Company did not recognize revenues
from its activities during the three months ended March 31, 2009. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.
Management's plans in this regard are to raise capital through the issuance of
common shares as well as seek a merger partner. The accompanying financial
statement do not include any adjustments relating to the recovery and
classification of recorded asset amounts or the amount and classification of
liabilities that might be necessary should the Company discontinue operations.
NOTE 2 - OIL AND GAS LEASE
On February 12, 2009,the Company acquired a 100% net revenue interest in 240
acres in Morgan County, Colorado in exchange for cash of $1,122. The acreage in
Morgan County, Colorado, is located approximately forty-five miles north of
Denver, Colorado and lies in what is called the Denver, Julesberg Basin (DJ
Basin). The DJ Basin is the predominant geological structure in Northern
Colorado. The shallow "J" and "D" sand formations of the DJ Basin constitutes a
common source of oil and gas. The acreage in Morgan County has forty (40) acre
drilling and spacing units for the production of oil and gas from the "D" and
"J" sand formations.
The acreage contained within these leases have a 10-year "primary term" (2018),
but may be extended if drilling operations are in progress, or if other
conditions are met. The term of a lease can continue as long as the lessee
produces oil and gas in paying quantities during the term of the lease.
NOTE 3 - SHAREHOLDERS' EQUITY
Preferred Share
The Company is authorized to issue 10,000,000 shares of no par value preferred
stock. As of March 31, 2009, the Company has no shares issued and outstanding.
Common Share
The Company is authorized to issue 200,000,000 shares of $.001 voting common
stock. On March 24, 2008, the Company, as a result of shareholder approval,
implemented a one share for two share reverse stock split. As of March 31, 2009
and 2008, there were a total of 3,495,524 and 2,425,524 shares of common stock
issued and outstanding respectively.
F-6
BEDROCK ENERGY, INC.
(A Company in the Development Stage)
NOTES TO FINANCIAL STATEMENTS
March 31, 2009
(Unaudited)
During the three months ended March 31, 2009, the Company issued a total of
650,000 shares of its common stock for services valued at a value of $32,500
(See Note 3) or $.05 per share. Of the 650,000 common shares, 350,000 shares
were issued to the Company's directors.
During the three months ended March 31, 2008, the Company issued 190,000 shares
of its common stock, of which 90,000 of these shares were issued for services
rendered at a value of $9,000 (See Note 3) and 100,000 shares issued as part of
a private placement in the amount of $10,000 in cash.
On August 2, 2007, the Company authorized the sale in a private placement of
1,000,000 shares of common stock (pre-reverse stock split) at a price of $.05
per share under an exemption from registration provision of the Securities Act
of 1933. The funds were used to pay the costs associated with its administration
and payment of professional fees to bring the Company to a fully reporting
company within compliance of the Securities Act of 1933 and 1934. As of March
31, 2008, the Company sold a total of 700,000 shares of common stock (pre
reverse stock split) as part of this private placement for a total of $35,000 in
cash.
NOTE 4 - RELATED PARTY TRANSACTIONS
As of March 31, 2009, the Company owes the officers a total $6,930 plus a total
of $2,368 in accrued interest relative to previously issued promissory notes.
During the three months ended March 31, 2009, the Company issued total of
350,000 shares of common stock to its two Board members in exchange for services
to be rendered during the period March 1, 2009 through December 31, 2009 at a
value of $17,500 (250,000 shares to Mr. Nichols and 100,000 shares to Mr. Sears
). As of March 31, 2009, the Company has prepaid expense of $15,750 in
consulting fees as a result of the issuance of the 350,000 shares of common
stock to its directors.
During the three months ended March 31, 2008, the Company authorized the
issuance of 30,000 shares of common stock to each of its three Board members in
exchange for services rendered during the year 2007 in the amount of $500 and
during the year 2008 in the amount of $2,500.
NOTE 5 - INCOME TAXES
As of March 31, 2009, the Company had net operating loss carryforwards for
income tax and financial reporting purposes of approximately $329,000 expiring
in the years 2014 through 2028. The deferred tax assets that result from such
operating loss carryforwards of approximately $110,000 as of March 31, 2009 have
been fully reserved for in the accompanying financial statements. During the
three months ended March 31, 2009, the valuation allowance established against
the net operating loss carryforwards increased by $8,000.
F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or on our behalf. We disclaim any obligation to update
forward-looking statements.
PLAN OF OPERATIONS
We had no operations prior to and we had no revenues during the three months
ended March 31, 2009. We have minimal capital and minimal cash. We are illiquid
and need cash infusions from investors or shareholders to provide capital, or
loans from any sources.
We are an oil and gas exploration and development company focused on creating a
portfolio of North American assets, located in the central and Western United
States that exhibit consistent, predictable, and long-lived production
capabilities. We plan to build value for its shareholders through the
acquisition and development of gas and oil assets that contain proven reserves
in domestic areas where reserves can be economically produced at a low risk to
us relying on joint venture partners to supply most of the funds needed to
explore or develop these properties.
We intend to participate in oil and gas prospects located in the states of Utah,
Wyoming, Kansas, New Mexico, and Colorado. Our main emphasis will be to acquire
production or revenue generating opportunities either by lease purchase or
farmout, when available, with third parties and industry partners.
On February 12, 2009, we acquired a 100% net revenue interest in 240 acres in
Morgan County Colorado which is located approximately forty five miles north of
Denver, Colorado and lies in what is called the Denver, Julesberg Basin (DJ
Basin). The DJ Basin is the predominant geological structure in Northern
Colorado. The shallow "J" and "D" sand formations of the DJ Basin constitutes a
common source of oil and gas. The acreage in Morgan County has forty (40) acre
drilling and spacing units for the production of oil and gas from the "D" and
"J" sand formations.
The acreage contained within these leases have a 10-year "primary term" (2018),
but may be extended if drilling operations are in progress, or if other
conditions are met. The term of a lease can continue as long as the lessee
produces oil and gas in paying quantities during the term of the lease.
We will need substantial additional capital to support our proposed future
energy operations. We have no revenues. We have no committed source for any
funds as of date hereof. No representation is made that any funds will be
available when needed. In the event funds cannot be raised when needed, we may
not be able to carry out our business plan, may never achieve sales or royalty
income, and could fail in business as a result of these uncertainties.
Decisions regarding future participation in exploration wells or geophysical
studies or other activities will be made on a case-by-case basis. We may, in any
particular case, decide to participate or decline participation. If
1
participating, we may pay our proportionate share of costs to maintain our
proportionate interest through cash flow or debt or equity financing. If
participation is declined, we may elect to farmout, non-consent, sell or
otherwise negotiate a method of cost sharing in order to maintain some
continuing interest in the prospect.
RESULTS OF OPERATIONS
For the Three Months Ended March 31, 2009 Compared to the Three Months Ended
March 31, 2008
During the three months ended March 31, 2009 and 2008, we did not recognize any
revenues from our business activities.
During the three months ended March 31, 2009, we incurred total operating
expenses of $22,273 compared to $11,474 during the three months ended March 31,
2008. The increase of $10,799 was a result of $13,375 increase in services
offset by a decrease of $3,681 decrease in professional services. The increase
in services was a result of our activities in acquiring leases.
During the three months ended March 31, 2009, we incurred a net loss of $22,273
compared to a net loss of $11,474 during the three months ended March 31, 2008.
The decrease of $10,799 is a result of the $13,375 increase in services offset
by the $3,681 decrease in professional services, as discussed above.
LIQUIDITY
At March 31, 2009, we had total assets of $21,863, consisting of cash of $6,113
and a prepaid expense of $15,750. At March 31, 2009, we had total liabilities of
$14,144, consisting of $3,464 in accounts payables and $10,680 in loans from
affiliates and shareholders. At March 31, 2009, we had an accumulated deficit of
$414,434.
During the three months ended March 31, 2009, we used net cash of $4,427 in
operational activities. During the three months ended March 31, 2008, we used
net cash of $6,783 in operational activities. During the three months ended
March 31, 2009, we recognized a net loss of $22,273, which was adjusted for a
non-cash activity of $32,500 in common stock that was issued for services.
During the three months ended March 31, 2009, the Company issued 350,000 shares
of common stock to its two Board members in exchange for services to be rendered
during the period March 1, 2009 through December 31, 2009 at a value of $17,500.
As of March 31, 2009, the Company has prepaid expense of $15,750 in consulting
fees as a result of the issuance of the 350,000 shares of common stock to its
directors.
During the three months ended March 31, 2009, the Company used $1,122 in its
investing activities. The funds were used to purchase a 100% net revenue
interest in 240 acres in Morgan County, Colorado as discussed in the Plan of
Operations.
During the three months ended March 31, 2009, the Company neither received nor
used funds in its investing activities. During the three months ended March 31,
2008, the Company received $10,000 from its financing activities. The $10,000
was from the sale of 100,000 shares of the Company's restricted common stock.
We have minimal cash at March 31, 2009 and no other assets, and we will be
reliant upon shareholder loans or private placements of equity to fund any kind
of operations. We have secured no sources of loans or private placements at this
time.
2
Capital Resources
We have only common stock as our capital resource.
We have no material commitments for capital expenditures within the next year,
however if operations are commenced, substantial capital will be needed to pay
for participation, investigation, exploration, acquisition and working capital.
Need for Additional Financing
We do not have capital sufficient to meet our cash needs. We will have to seek
loans or equity placements to cover such cash needs. Once exploration commences,
our needs for additional financing is likely to increase substantially.
No commitments to provide additional funds have been made by our management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to us to allow it to cover our expenses as they may be
incurred. In addition, the United States is experiencing severe instability in
the commercial and investment banking systems which is likely to continue to
have far-reaching effects on the economic activity in the country for an
indeterminable period. The long-term impact on the United States economy and the
Company's operating activities and ability to raise capital cannot be predicted
at this time, but may be substantial.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
We have adopted and maintain 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")) 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 Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required disclosure.
As required by SEC Rule 15d-15(b), our Chief Executive Officer and Chief
Financial Officer for the quarter ended March 31, 2009, carried out an
evaluation under the supervision and with the participation of our management,
of the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period
covered by this report. Based on the foregoing evaluation, Messrs. Nichols and
Sears have concluded that our disclosure controls and procedures are effective
in timely alerting them to material information required to be included in our
periodic SEC filings and to ensure that information required to be disclosed in
our periodic SEC filings is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, to allow
timely decisions regarding required disclosure as a result of the deficiency in
our internal control over financial reporting discussed below.
3
ITEM 4T. CONTROLS AND PROCEDURES
Management's Report on Internal Control over Financial Reporting
This quarterly report does not include a report of management's assessment
regarding internal control over financial reporting or an attestation report of
the Company's registered public accounting firm due to a transition period
established by rules of the Securities and Exchange Commission of newly public
companies.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
The Company made the following unregistered sales of its securities from January
1, 2009 to March 31, 2009.
DATE OF SALE TITLE OF SECURITIES NO. OF SHARES CONSIDERATION CLASS OF PURCHASER
- ----------------- ------------------------- ---------------- ------------------------------ ----------------------
March 2009 Common stock 350,000 $17,500 Services Directors
- ----------------- ------------------------- ---------------- ------------------------------ ----------------------
March 2009 Common stock 300,000 $15,000 Services Affiliate
- ----------------- ------------------------- ---------------- ------------------------------ ----------------------
Exemption From Registration Claimed
All of the sales by the Company of its unregistered securities were made by the
Company in reliance upon Section 4(2) of the Securities Act of 1933, as amended
(the "1933 Act"). All of the individuals and/or entities listed above that
purchased the unregistered securities were almost all existing shareholders, all
known to the Company and its management, through pre-existing business
relationships, as long standing business associates, and employees. All
purchasers were provided access to all material information, which they
requested, and all information necessary to verify such information and were
afforded access to management of the Company in connection with their purchases.
All purchasers of the unregistered securities acquired such securities for
investment and not with a view toward distribution, acknowledging such intent to
the Company. All certificates or agreements representing such securities that
were issued contained restrictive legends, prohibiting further transfer of the
certificates or agreements representing such securities, without such securities
either being first registered or otherwise exempt from registration in any
further resale or disposition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE.
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ITEM 5. OTHER INFORMATION
NONE.
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act
Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
Exhibit 32.1 Certification of Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BEDROCK ENERGY, INC.
(Registrant)
Dated: May 13, 2009 By: /s/ W. Edward Nichols
---------------------------------------
W. Edward Nichols, President, Chief
Executive Officer
Dated: May 14, 2009 By: /s/Herbert T. Sears
---------------------------------------
Herbert T. Sears, Chief Financial Officer
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