UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2008
Commission file number 333-143626
YELLOW HILL ENERGY INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
350-409 Granville Street
Vancouver, BC V6C 1T2
(Address of principal executive offices, including zip code.)
Phone (604) 696-2711 Fax (604) 683-2506
(Telephone number, including area code)
Karen Batcher
Batcher & Zarcone, LLP
4252 Bonita Road #151
Bonita, CA 91902
Phone (619) 475-7882 Fax (619) 789-6262
(Name, address and telephone number of agent for service)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 last 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,"
"non-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]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 30,000,000 shares as of August 27,
2008.
ITEM 1. FINANCIAL STATEMENTS
YELLOW HILL ENERGY INC
(An Exploration Stage Enterprise)
Balance Sheet
(Expressed in U.S. Dollars)
July 31, April 30,
2008 2008
-------- --------
(Audited)
A S S E T S
CURRENT ASSETS
Cash $ 24,863 $ 28,398
-------- --------
Total Current Assets 24,863 28,398
-------- --------
Total Assets $ 24,863 $ 28,398
======== ========
L I A B I L I T I E S
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities 400 400
-------- --------
Total Current Liabilities 400 400
-------- --------
S T O C K H O L D E R S ' E Q U I T Y
Common Stock
75,000,000 authorized shares, par value $0.001
30,000,000 shares issued and outstanding 30,000 30,000
Additional Paid-in-Capital 30,000 30,000
Deficit accumulated during exploration stage (35,537) (32,002)
Total Stockholders' Equity 24,463 27,998
-------- --------
Total Liabilities and Stockholders' Equity $ 24,863 $ 28,398
======== ========
The accompanying notes are an integral part of these financial statements.
2
YELLOW HILL ENERGY INC.
(An Exploration Stage Enterprise)
Statement of Operations
(Expressed in U.S. Dollars)
Period from
March 14, 2007
Three Months Three Months (Date of inception)
Ended Ended through
July 31, July 31, July 31,
2008 2007 2008
------------ ------------ ------------
REVENUES:
Revenues $ -- $ -- $ --
------------ ------------ ------------
Total Revenues -- -- --
------------ ------------ ------------
EXPENSES:
Operating Expenses
Impairment of mineral property -- -- 8,650
Exploration -- -- 7,880
General and Adminstrative 535 1,716 6,657
Professional Fees 3,000 3,350 12,350
------------ ------------ ------------
Total Expenses 3,535 5,066 35,537
------------ ------------ ------------
Net loss from Operations (3,535) (5,066) (35,537)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- --
------------ ------------ ------------
Net Income (Loss) for the period $ (3,535) $ (5,066) $ (35,537)
============ ============ ============
Basic and Diluted Earnings Per Common Share (0.00) (0.00)
------------ ------------
Weighted Average number of Common Shares
used in per share calculations 30,000,000 15,000,000
============ ============
The accompanying notes are an integral part of these financial statements.
3
YELLOW HILL ENERGY INC
(An Exploration Stage Enterprise)
Statement of Stockholders' Equity
For the period from March 14, 2007 (inception) to July 31, 2008
(Expressed in U.S. Dollars)
$0.001 Paid-In Accumulated Stockholders'
Shares Par Value Capital Deficit Equity
------ --------- ------- ------- ------
Balance, March 14, 2007 (Date of Inception) -- $ -- $ -- $ -- $ --
Stock Issued for cash at $0.001 per share 15,000,000 15,000 -- -- 15,000
on April 28, 2007
Net Loss for the Period -- -- -- (15,890) (15,890)
----------- -------- -------- --------- --------
Balance, April 30, 2007 15,000,000 15,000 -- (15,890) (890)
Stock Issued for cash at $0.003 per share 15,000,000 15,000 30,000 -- 45,000
on July 31, 2007
Net Loss for the Period -- -- -- (16,112) (16,112)
----------- -------- -------- --------- --------
Balance, April 30, 2008 30,000,000 30,000 30,000 (32,002) 27,998
Net Loss for the Period -- -- -- (3,535) (3,535)
----------- -------- -------- --------- --------
Balance, July 31, 2008 $30,000,000 $ 30,000 $ 30,000 $ (35,537) $ 24,463
=========== ======== ======== ========= ========
The accompanying notes are an integral part of these financial statements.
4
YELLOW HILL ENERGY INC
(An Exploration Stage Enterprise)
Statement of Cash Flows
(Expressed in U.S. Dollars)
Period from
For the Three For the Three March 14, 2007
Months Ended Months Ended (Date of inception) to
July 31, July 31, July 31,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (3,535) $ (5,066) $(35,537)
Adjustments to reconcile net loss to net
cash used in operating activities:
Impairment of mineral property -- -- 8,650
Accounts Payable and Accrued Liabilities -- 1,000 400
-------- -------- --------
Net Cash Provided from Operating Activities (3,535) (4,066) (26,487)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral property acquisition cost -- -- (8,650)
-------- -------- --------
Net Cash Used in Investing Activities -- -- (8,650)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common Stock issued for cash -- 45,000 60,000
-------- -------- --------
Net Cash Provided from Financing Activities -- 45,000 60,000
-------- -------- --------
Increase (decrease) in Cash (3,535) 40,934 24,863
-------- -------- --------
Cash, Beginning of the period 28,398 5,760 --
-------- -------- --------
Cash, End of the period $ 24,863 $ 46,694 $ 24,863
======== ======== ========
Supplemental Information:
Taxes paid $ -- $ -- $ --
======== ======== ========
Interest paid $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements.
5
YELLOW HILL ENERGY INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
DESCRIPTION OF BUSINESS AND HISTORY - Yellow Hill Energy Inc., a Nevada
corporation, (hereinafter referred to as the "Company" or "Yellow Hill Energy")
was incorporated in the State of Nevada on March 14, 2007. The Company was
formed to engage in the acquisition, exploration and development of natural
resource properties of merit. The Company acquired mineral claims during the
initial period ending April 30, 2007 for $8,650.
The Company's operations have been limited to general administrative operations,
initial property staking and investigation, and is considered an Exploration
Stage Company in accordance with Statement of Financial Accounting Standards No.
7.
The Company will review and further develop the accounting policies as the
business plan is implemented.
The Company completed its prospectus offering of 15,000,000 shares of the
Company's common stock at a price of $0.003 per share for gross proceeds of
$45,000 on July 31, 2007.
MANAGEMENT OF COMPANY - The Company filed its articles of incorporation with the
Nevada Secretary of State on March 14, 2007, indicating Sandra L. Miller on
behalf of Resident Agents of Nevada, Inc. as the sole incorporator. The initial
list of officers filed with the Nevada Secretary of State on April 13, 2007,
indicates Craig T. Lindsay as the President and Treasurer; and Sean Mitchell as
Secretary and Director.
GOING CONCERN - The Company has incurred net losses of approximately $35,537 for
the period from March 14, 2007 (Date of Inception) through July 31, 2008 and has
commenced limited operations, raising substantial doubt about the Company's
ability to continue as a going concern. The Company will seek additional sources
of capital through the issuance of debt or equity financing, but there can be no
assurance the Company will be successful in accomplishing its objectives.
The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Company's plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
YEAR END - The Company's year end is April 30.
6
YELLOW HILL ENERGY INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
USE OF ESTIMATES - The preparation of the 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 amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, which requires
recognition of deferred tax assets and liabilities for future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis and tax credit
carry forwards. 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. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
operations in the period that includes the enactment date.
Management feels the Company will have a net operating loss carryover to be used
for future years. The Company has recorded a valuation allowance for the full
potential tax benefit of the operating loss carryovers due to the uncertainty
regarding realization.
NET LOSS PER COMMON SHARE - The Company computes net loss per share in
accordance with SFAS No. 128, Earnings per Share ("SFAS 128") and SEC Staff
Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is anti-dilutive. For all periods presented
from March 14, 2007 (Date of Inception) through July 31, 2008, the Company had
no potentially dilutive securities.
STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and
has not granted any stock options. Accordingly no stock-based compensation has
been recorded to date.
LONG-LIVED ASSETS - In accordance with Financial Accounting Standards Board
("FASB") SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", the carrying value of intangible assets and other long-lived assets is
reviewed on a regular basis for the existence of facts or circumstances that may
suggest impairment. The Company recognizes impairment when the sum of the
expected undiscounted future cash flows is less than the carrying amount of the
asset. Impairment losses, if any, are measured as the excess of the carrying
amount of the asset over its estimated fair value.
7
YELLOW HILL ENERGY INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (continued)
MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception on March 14, 2007 and has not yet realized any revenues from its
planned operations, being the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
EITF 04-02, "Whether Mineral Rights Are Tangible or Intangible Assets". The
Company assesses the carrying costs for impairment under SFAS No. 144,
"Accounting for Impairment or Disposal of Long Lived Assets" at each fiscal
quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.
NEW ACCOUNTING PRONOUNCEMENTS - In February 2006, the FASB issued Statement of
Financial Accounting Standards No. 155, ACCOUNTING FOR CERTAIN HYBRID FINANCIAL
INSTRUMENTS ("SFAS No. 155"), which amends Statement of Financial Accounting
Standards No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
("SFAS No. 133") and Statement of Financial Accounting Standards No. 140,
ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS
OF LIABILITIES ("SFAS No. 140"). SFAS No. 155 permits fair value measurement for
any hybrid financial instrument that contains an embedded derivative that
otherwise would require bifurcation, establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are
freestanding derivatives or hybrid financial instruments containing embedded
derivatives. We do not expect the adoption of SFAS 155 to have a material impact
on the company's financial position, results of operations or cash flows.
In March 2006, the FASB issued Statement of Financial Accounting Standards No.
156, ACCOUNTING FOR SERVICING OF FINANCIAL ASSETS ("SFAS No. 156"), which amends
FASB Statement No. 140 ("SFAS No. 140"). SFAS 156 may be adopted as early as
January 1, 2006, for calendar year-end entities, provided that no interim
financial statements have been issued. Those not choosing to early adopt are
required to apply the provisions as of the beginning of the first fiscal year
after September 15, 2006. The intention of the new statement is to simplify
accounting for separately recognized servicing assets and liabilities, such as
those common with mortgage securitization activities, as well as to simplify
efforts to obtain hedge-like accounting. Specifically, FAS No. 156 permits a
service using derivative financial instruments to report both the derivative
financial instrument and related servicing asset or liability by using a
consistent measurement attribute, or fair value. We do not expect the adoption
of SFAS 155 to have a material impact on the Company's financial position,
results of operations or cash flows.
8
YELLOW HILL ENERGY INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
2. PROPERTY AND EQUIPMENT
As of July 31, 2008, the Company does not own any property and/or equipment.
3. STOCKHOLDER'S EQUITY
The Company has 75,000,000 shares authorized with a par value of $0.001 per
share.
Effective April 28, 2007, a total of 15,000,000 shares of the Company's common
stock were issued to the sole director of the Company pursuant to a stock
subscription agreement at $0.001 per share for total proceeds of $15,000.
Effective July 31, 2007, a total of 15,000,000 shares of the Company's common
stock were issued pursuant to stock subscription agreements at $0.003 per share
for total proceeds of $45,000.
4. RELATED PARTY TRANSACTIONS
Craig T. Lindsay, Director, President and Treasurer; and Sean Mitchell,
Director, and Secretary of the Company will not be paid for any underwriting
services that they perform on behalf of the Company.
To July 31, 2008 there have been no other related party transactions between the
Company and any officers other than those mentioned above.
5. STOCK OPTIONS
As of July 31, 2008, the Company does not have any stock options outstanding,
nor does it have any written or verbal agreements for the issuance or
distribution of stock options at any point in the future.
7. LITIGATION
As of July 31, 2008, the Company is not aware of any current or pending
litigation which may affect the Company's operations.
8. SUBSEQUENT EVENTS
There have been no significant events for the period subsequent to July 31,
2008.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
RESULTS OF OPERATIONS
We are an exploration stage company and have generated no revenues.
We incurred operating expenses of $3,535 for the three month period ended July
31, 2008. For the same period in 2007 our operating expenses were $5,066. These
expenses consisted of general operating expenses incurred in connection with the
day to day operation of our business and the preparation and filing of our
periodic reports.
Our net loss for from inception (March 14, 2007) through July 31, 2008 was
$35,537.
In their report on our audited financial statements as at April 30, 2008, our
auditors expressed their doubt about our ability to continue as a going concern
unless we are able to raise additional capital and ultimately to generate
profitable operations.
The following table provides selected financial data about our company for the
period from the date of incorporation through July 31, 2008.
Balance Sheet Data: 7/31/08
------------------- -------
Cash $24,863
Total assets $24,863
Total liabilities $ 400
Shareholders' equity $24,463
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at July 31, 2008 was $24,863. In order to satisfy our cash
requirements we needed to complete our offering of 15,000,000 shares registered
pursuant to our SB-2 Registration Statement which became effective on June 25,
2007 to raise $45,000. The offering was completed on July 31, 2007 for total
proceeds of $45,000. We cannot continually incur operating losses in the future
and may decide that we can no longer continue with our business operations as
detailed in our original business plan because of a lack of financial results, a
lack of available financial resources or a lack of mineral exploration results.
PLAN OF OPERATION
Our registration statement became effective on June 25, 2007. Our 12 month
budget is based on operations which will be funded by the $45,000 raised through
our offering.
The completed fieldworks of the Phase I of the exploration program do not appear
to indicate an economically viable mineral deposit and as a result, we have
decided to not renew the Company's "Bond Uranium Prospect" federal lode mining
claims which were assigned U.S. Bureau of Land Management ORMC nos. 161450
through 161471 in the name of Yellow Hill Energy, Inc..
10
We will look for other potential business opportunities that might be available
to the Company. Our management will begin analyzing various alternatives
available to our Company to ensure our survival and to preserve our
shareholder's investment in our common shares. This analysis will include
sourcing additional forms of financing to continue in mineral exploration, or
mergers and/or acquisitions. At this stage in our operations, we believe either
course is acceptable, as our operations have not been profitable and our future
prospects for our original business are not good.
We will be focusing our preliminary merger/acquisition activities on potential
business opportunities with established business entities for the merger of a
target business with our Company. In certain instances, a target business may
wish to become a subsidiary of our Company or may wish to contribute assets to
our Company rather than merge. There can be no assurances that there will be
other business opportunities available nor can there be any certainties of the
business industry of the opportunity that might be available nor any indication
of the financial resources required of any possible business opportunity. We
anticipate that any new acquisition or business opportunities by our Company
will require additional financing. There can be no assurance, however, that we
will be able to acquire the financing necessary to enable us to pursue our plan
of operation. If our Company requires additional financing and we are unable to
acquire such funds, our business may fail.
In implementing a structure for a particular business acquisition or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. Upon the consummation of a
transaction, it is likely that our present management will no longer be in
control of our company and our existing business will close down. In addition,
it is likely that our officers and directors will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more new officers and
directors.
We anticipate that the selection of a business opportunity in which to
participate will be complex and without certainty of success. Management
believes that there are numerous firms in various industries seeking the
perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
We may seek a business opportunity with entities who have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
At this stage, we can provide no assurance that we will be able to locate
compatible business opportunities, what additional financing we will require to
complete a combination or merger with another business opportunity or whether
the opportunity's operations will be profitable.
As of the date hereof, we have not been successful in our exploration efforts.
We are uncertain about our continued ability to raise funds. Further, we believe
that our Company may have more difficulties raising capital for our existing
11
operations than for a new business opportunity. We have not entered into any
formal written agreements for a business combination or opportunity. If any such
agreement is reached, we intend to disclose such an agreement by filing a
current report on Form 8-K with the Securities and Exchange Commission.
If we are unable to secure adequate capital to continue our business or
alternatively, complete a merger or acquisition, our shareholders will lose some
or all of their investment and our business will likely fail.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
12
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-143626, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Chief Executive Officer
31.2 Sec. 302 Certification of Chief Financial Officer
32.1 Sec. 906 Certification of Chief Executive Officer
32.2 Sec. 906 Certification of Chief Financial Officer
13
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) 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.
September 4, 2008 Yellow Hill Energy Inc., Registrant
/s/ Craig Lindsay
----------------------------------------
By: Craig Lindsay
(Chief Executive Officer & Director)
/s/ Sean Mitchell
----------------------------------------
By: Sean Mitchell
(Secretary & Director)
In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
date indicated.
/s/ Craig Lindsay September 4, 2008
- ------------------------------------- -----------------
Craig Lindsay, President & Director Date
(Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer)
/s/ Sean Mitchell September 4, 2008
- ------------------------------------- -----------------
Sean Mitchell, Secretary & Director Date
14