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 OCTOBER 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)
10B Time Centre, 53-55 Hollywood Road, Central, Hong Kong
(Address of principal executive offices, including zip code)
852 2521 5455
(Telephone number, including area code)
Karen A. Batcher, Esq.
Synergen Law Group, APC
44 Otay Lakes Road, #143
Chula Vista, CA 91910
Tel: 619.475.7882 Fax: 619.512.5184
(Name, address and telephone number of agent for service)
350-409 Granville Street, Vancouver, BC V6C 1T2
(Former Address of principal executive offices)
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 November 25,
2008
ITEM 1. FINANCIAL STATEMENTS
YELLOW HILL ENERGY INC
(A Development Stage Company)
Balance Sheet
(Expressed in U.S. Dollars)
October 31, April 30,
2008 2008
-------- --------
(Unaudited) (Audited)
A S S E T S
CURRENT ASSETS
Cash $ 22,943 $ 28,398
-------- --------
Total Current Assets 22,943 28,398
-------- --------
Total Assets $ 22,943 $ 28,398
======== ========
L I A B I L I T I E S
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities -- 400
-------- --------
Total Current Liabilities -- 400
-------- --------
S T O C K H O L D E R S ' E Q U I T Y 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 (37,057) (32,002)
-------- --------
Total Stockholders' Equity 22,943 27,998
-------- --------
Total Liabilities and Stockholders' Equity $ 22,943 $ 28,398
======== ========
The accompanying notes are an integral part of these financial statements.
2
YELLOW HILL ENERGY INC.
(A Development Stage Company)
Statement of Operations
(Expressed in U.S. Dollars)
(Unaudited)
Period from
March 14, 2007
Three Months Three Months Six Months Six Months (Date of inception)
Ended Ended Ended Ended through
October 31, October 31, October 31, October 31, October 31,
2008 2007 2008 2007 2008
----------- ----------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
REVENUES:
Revenues $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- -----------
Total Revenues -- -- -- -- --
----------- ----------- ----------- ----------- -----------
EXPENSES:
Operating Expenses
Impairment of mineral property -- -- -- 8,650 --
Exploration 2,880 -- 2,880 7,880 --
General and Administrative 1,080 1,615 2,796 7,737 1,080
Professional Fees 1,500 3,440 4,850 12,790 440
----------- ----------- ----------- ----------- -----------
Total Expenses 5,460 5,055 10,526 37,057 1,520
----------- ----------- ----------- ----------- -----------
Net loss from Operations (5,460) (5,055) (10,526) (37,057) (1,520)
PROVISION FOR INCOME TAXES:
Income Tax Benefit -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Net Income (Loss) for the period $ (5,460) $ (5,055) $ (10,526) $ (37,057) $ (1,520)
=========== =========== =========== =========== ===========
Basic and Diluted Earnings Per Common Share (0.00) (0.00) (0.00) (0.00)
----------- ----------- ----------- -----------
Weighted Average number of Common Shares
used in per share calculations 30,000,000 30,000,000 22,500,000 30,000,000
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
3
YELLOW HILL ENERGY INC
(A Development Stage Company)
Statement of Stockholders' Equity
For the period from March 14, 2007 (inception) to October 31, 2008
(Expressed in U.S. Dollars)
Accumulated
Deficit
During
$0.001 Paid-In Development Stockholders'
Shares Par Value Capital Stage 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 -- -- -- (5,055) (5,055)
----------- -------- -------- --------- --------
Balance, October 31, 2008 30,000,000 $ 30,000 $ 30,000 $ (37,057) $ 22,943
=========== ======== ======== ========= ========
The accompanying notes are an integral part of these financial statements.
4
YELLOW HILL ENERGY INC
(A Development Stage Company)
Statement of Cash Flows
(Expressed in U.S. Dollars)
For the For the Period from
Six Months Six Months March 14, 2007
Ended Ended (Date of inception) to
October 31, October 31, October 31,
2008 2007 2008
-------- -------- --------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (5,055) $(10,526) $(37,057)
Adjustments to reconcile net loss to net
cash used in operating activities:
Impairment of mineral property -- -- 8,650
Accounts Payable and Accrued Liabilities (400) (6,500) --
-------- -------- --------
Net Cash Provided from Operating Activities (5,455) (17,026) (28,407)
-------- -------- --------
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 (5,455) (27,974) 22,943
-------- -------- --------
Cash, Beginning of the period 28,398 5,760 --
-------- -------- --------
Cash, End of the period 22,943 $ 33,734 $ 22,943
======== ======== ========
Supplemental Information:
Taxes paid $ -- $ -- $ --
======== ======== ========
Interest paid $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements.
5
YELLOW HILL ENERGY INC.
(A Development Stage Company)
Condensed Notes to the Financial Statements
1. DESCRIPTION OF BUSINESS
THE COMPANY'S 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 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. The Company acquired mineral claims during
the initial period ending April 30, 2007. During the period ending July 31,
2008, the Company did not renew their mineral claims.
On September 9, 2008 Craig Lindsay resigned as our president, chief financial
officer and director and Sean Mitchell resigned as our secretary, treasurer and
director. As a result on September 9, 2008 we appointed Jay Jhaveri as
president, secretary, treasurer, director and chief financial officer of our
company. Our board of directors now consists of Jay Jhaveri.
On September 9, 2008 the Company moved our operations to 10B Time Centre, 53-55
Hollywood Road, Central, Hong Kong and Jay Jhaveri performs all our corporate
and administrative operations.
THE COMPANY TODAY - The Company is currently a development stage company
reporting under the provisions of Statement of Financial Accounting Standard
("FASB") No. 7, "Accounting and Reporting for Development Stage Enterprises."
Our purpose has been to serve as a vehicle to acquire an operating business and
we are currently considered a "shell" company inasmuch as we are not generating
revenues, do not own an operating business, and have no specific plan other than
to engage in a merger or acquisition transaction with a yet-to-be identified
operating company or business. We have no employees and no material assets.
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.
On September 9, 2008 Craig Lindsay resigned as our president, chief financial
officer and director and Sean Mitchell resigned as our secretary, treasurer and
director. As a result on September 9, 2008 we appointed Jay Jhaveri as
president, secretary, treasurer, director and chief financial officer of our
company. Jay Jhaveri performs all our corporate and administrative operations.
Our board of directors now consists of Jay Jhaveri.
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YELLOW HILL ENERGY INC.
(A Development Stage Company)
Condensed Notes to the Financial Statements
NOTE 2 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations, and cash flows at October 31, 2008, and for all periods
presented herein, have been made.
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. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's April 30, 2008
audited financial statements. The results of operations for the period ended
October 31, 2008 is not necessarily indicative of the operating results for the
full year.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
We are a development stage company and have generated no revenues.
We incurred operating expenses of $1,520 for the three month period ended
October 31, 2008. For the same period in 2007 our operating expenses were
$5,460. 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 October 31, 2008 was
$37,057.
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 October 31, 2008.
Balance Sheet Data: 10/31/08
------------------- --------
Cash $22,943
Total assets $22,943
Total liabilities $ 0
Shareholders' equity $22,943
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at October 31, 2008 was $22,943.
PLAN OF OPERATION
On September 9, 2008 Craig Lindsay resigned as our president, chief financial
officer and director and Sean Mitchell resigned as our secretary, treasurer and
director. As a result on September 9, 2008 we appointed Jay Jhaveri as
president, secretary, treasurer, director and chief financial officer of our
company. Our board of directors consists of Jay Jhaveri.
Our plan is to seek, investigate, and consummate a merger or other business
combination, purchase of assets or other strategic transaction (i.e. a merger)
with a corporation, partnership, limited liability company or other operating
business entity (a Merger Target") desiring the perceived advantages of becoming
a publicly reporting and publicly held corporation. We have no operating
business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.
8
A common reason for a Merger Target to enter into a merger with us is the desire
to establish a public trading market for its shares. Such a company would hope
to avoid the perceived adverse consequences of undertaking a public offering
itself, such as the time delays and significant expenses incurred to comply with
the various Federal and state securities law that regulate initial public
offerings.
As a result of our limited resources, we expect to have sufficient proceeds to
effect only a single business combination. Accordingly, the prospects for our
success will be entirely dependent upon the future performance of a single
business. Unlike certain entities that have the resources to consummate several
business combinations or entities operating in multiple industries or multiple
segments of a single industry, we will not have the resources to diversify our
operations or benefit from the possible spreading of risks or offsetting of
losses. A target business may be dependent upon the development or market
acceptance of a single or limited number of products, processes or services, in
which case there will be an even higher risk that the target business will not
prove to be commercially viable.
We are not currently engaged in any business activities that provide cash flow.
The costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money in our treasury.
During the next twelve months we anticipate incurring costs related to:
(i) filing of Exchange Act reports, and
(ii) costs relating to identifying and consummating a transaction with a
Merger Target.
We believe we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned to or invested in us
by our stockholders, management or other investors.
We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.
Our officer and director are only required to devote a small portion of their
time (less than 10%) to our affairs on a part-time or as-needed basis. No
regular compensation has, in the past, nor is anticipated in the future, to be
paid to any officer or director in their capacities as such. We do not
anticipate hiring any full-time employees as long as we are seeking and
evaluating business opportunities.
We expect our present management to play no managerial role in our company
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
9
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.
Our principal business objective for the next 12 months and beyond such time
will be to achieve long-term growth potential through a combination with an
operating business. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business. The analysis of new business opportunities
will be undertaken by or under the supervision of our officer and director.
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.
ITEM 5. OTHER INFORMATION
On September 9, 2008 Craig Lindsay resigned as our president, chief financial
officer and director and Sean Mitchell resigned as our secretary, treasurer and
director. As a result on September 9, 2008 we appointed Jay Jhaveri as
president, secretary, treasurer, director and chief financial officer of our
company.
Our board of director and officer now is Jay Jhaveri.
Mr. Jhaveri has an MBA from London Business School, and speaks six languages,
including Hindi, Mandarin and Cantonese. He has worked and lived in eight
countries across Asia, Europe and North America.
Mr. Jhaveri has over 11 years of business experience as a successful
entrepreneur and technology consultant in a variety of industries including
media/entertainment, IT hardware, e-commerce, and financial services. During his
career, Mr. Jhaveri has helped many companies establish their presence across
Asia.
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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
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.
December 2, 2008 Yellow Hill Energy Inc., Registrant
/s/ Jay Jhaveri
-----------------------------------------------
By: Jay Jhaveri
(Chief Executive Officer, 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/ Jay Jhaveri December 2, 2008
- ------------------------------------- ----------------
Jay Jhaveri, President & Director Date
(Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer)
11