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 DECEMBER 31, 2013
Commission file number 333-186286
Perkins Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
1445 Marpole Avenue #409
Vancouver, BC V6H 1S5
(Address of principal executive offices, including zip code)
(604)733-5055
(Telephone number, including area code)
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 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 [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 [ ] NO [X]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 4,750,000 shares as of February 13,
2014
ITEM 1. FINANCIAL STATEMENTS
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
December 31, June 30,
2013 2013
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 2,572 $ 4,905
-------- --------
TOTAL CURRENT ASSETS 2,572 4,905
OTHER ASSETS
Oil and Gas Property (Successful Efforts Method) 17,500 17,500
Less: Accumulated Amortization (17,500) (13,711)
-------- --------
TOTAL OTHER ASSETS -- 3,789
-------- --------
TOTAL ASSETS $ 2,572 $ 8,694
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 5,212 $ 10,125
Other liability 1,000 --
-------- --------
TOTAL CURRENT LIABILITIES 6,212 10,125
LONG TERM LIABILITIES
Accrued interest payable 193 22
Promissory note payable 19,000 7,500
-------- --------
TOTAL LONG TERM LIABILITIES 19,193 7,522
-------- --------
TOTAL LIABILITIES 25,405 17,647
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.001 par value, 75,000,000 shares authorized;
4,750,000 and 4,750,000 shares issued and outstanding
as of December 31, 2013 and June 30, 2013 4,750 4,750
Additional paid-in capital 22,751 22,751
Deficit accumulated during exploration stage (50,334) (36,454)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (22,833) (8,953)
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT) $ 2,572 $ 8,694
======== ========
See Notes to Financial Statements
2
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Statement of Operations
(Unaudited)
--------------------------------------------------------------------------------
May 25, 2012
Three Months Three Months Six Months Six Months (inception)
ended ended ended ended through
December 31, December 31, December 31, December 31, December 31,
2013 2012 2013 2012 2013
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ 559 $ 879 $ 2,902 $ 4,687
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- 559 879 2,902 4,687
GENERAL & ADMINISTRATIVE EXPENSES
Administrative Expenses 4,552 638 9,732 4,507 25,303
Amortization 620 3,170 3,789 6,339 17,500
Oil Well Operating and Maintenance Expenses 853 2,783 1,067 4,710 19,150
---------- ---------- ---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 6,025 6,591 14,588 15,556 61,953
---------- ---------- ---------- ---------- ----------
LOSS FROM OPERATION (6,025) (6,032) (13,709) (12,654) (57,266)
---------- ---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE)
Interest Expense (93) -- (171) -- (193)
Forgiveness for Debt -- -- -- -- 7,125
---------- ---------- ---------- ---------- ----------
TOTAL OTHER INCOME (EXPENSE) (93) -- (171) -- 6,932
NET INCOME (LOSS) $ (6,118) $ (6,032) $ (13,880) $ (12,654) $ (50,334)
========== ========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 4,750,000 4,000,000 4,750,000 4,000,000
========== ========== ========== ==========
See Notes to Financial Statements
3
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Statement of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
May 25, 2012
Six Months Six Months (inception)
ended ended through
December 31, December 31, December 31,
2013 2012 2013
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(13,880) $(12,654) $(50,334)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Amortization 3,789 6,339 17,500
Changes in operating assets and liabilities:
Increase(Decrease) in accounts payable (4,913) 5,308 5,212
Increase(Decrease) in interest payable 171 -- 193
Increase(Decrease) in other liability 1,000 -- 1,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (13,833) (1,007) (26,429)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Oil and Gas Property -- -- (17,500)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- (17,500)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock -- -- 27,501
Proceeds form issuance of notes payable 11,500 -- 19,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 11,500 -- 46,501
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (2,333) (1,007) 2,572
CASH AT BEGINNING OF PERIOD 4,905 2,406 --
-------- -------- --------
CASH AT END OF PERIOD $ 2,572 $ 1,399 $ 2,572
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
4
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements (Unaudited)
December 31, 2013
--------------------------------------------------------------------------------
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying condensed 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 December 31, 2013,
and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in the condensed
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 June 30,
2013 audited financial statements. The results of operations for the periods
ended December 31, 2013 and the same period last year are not necessarily
indicative of the operating results for the full years.
NOTE 2 - 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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Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements (Unaudited)
December 31, 2013
--------------------------------------------------------------------------------
NOTE 3 - PROMISSORY NOTES PAYABLE
Since inception the Company received cash totaling $19,000 from J. Michael Page
in the form of notes totaling $19,000. As of December 31, 2013 the amount due to
J. Michael Page was $19,000
On April 30, 2013, the Company received a $4,500 loan. This loan is at 2%
interest with principle and interest all due on May 1, 2015.
On June 7, 2013, the Company received a $3,000 loan. This loan is at 4% interest
with principle and interest all due on June 7, 2015.
On September 6, 2013, the Company received a $9,000 loan. This loan is at 4%
interest with principle and interest all due on September 6, 2015.
On September 30, 2013, the Company received a $500 loan. This loan is at 4%
interest with principle and interest all due on September 30, 2015.
On November 15, 2013, the Company received a $2,000 loan. This loan is at 4%
interest with principle and interest all due on November 15, 2015.
As of December 31, 2013, accrued interest is $193.
NOTE 4 - CAPITAL STOCK
The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share. No preferred shares have been authorized or issued.
On May 28, 2012, the Company issued a total of 4,000,000 shares of common stock
to one director for cash in the amount of $0.005 per share for a total of
$20,001
On February 1, 2013, the Company issued a total of 750,000 shares of common
stock to one director for cash in the amount of $0.01 per share for a total of
$7,500
As of December 31, 2013 the Company had 4,750,000 shares of common stock issued
and outstanding.
The stockholders' equity section of the Company contains the following classes
of capital stock as of December 31, 2013:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 4,750,000 shares
issued and outstanding.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this annual report on Form 10-K contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control. You should consider the
areas of risk described in connection with any forward-looking statements that
may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Readers should carefully review this annual report in its entirety, including
but not limited to our financial statements and the notes thereto. Except for
our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
RESULTS OF OPERATIONS
We are an exploration stage company and have generated $4,687 in revenues since
inception (May 25, 2012) and have incurred $57,266 in expenses, and $50,334 in
net loss through December 31, 2013. We received our initial funding of $20,001
through the sale of common stock to J Michael Page, our officer and director,
who purchased 4,000,000 shares of our common stock at $0.005 per share in June,
2012. On February 1, 2013 an additional 750,000 shares were issued to Mr. Page
for consideration of $7,500 or $.01 per share.
For the three months ended December 31, 2013 and 2012, we had $0 and $559 in
revenues, respectively and incurred $4,552 and $638 in general and
administrative expenses, $620 and $3,170 in amortization expense and $853 and
$2,783 in oil well operating and maintenance expense, respectively.
Revenue from the well has not been consistent due to a lighting strike and other
technical problems which have made production erratic to this point.
From June 1, 2012 through December 31, 2012 total production from the well was
189 barrels. The average sales price was $94 per barrel with an average cost of
$67 per barrel. From January 1, 2013 through December 31, 2013 total production
from the well was 39 barrels. The average sales price was $101 per barrel with
an average cost of $225 per barrel. In February 2013 the well was hit by
vandalism causing production delays and repair costs of $3,000.
The following table provides selected financial data about our company for the
three months ended December 31, 2013 and the year ended June 30, 2013.
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Balance Sheet Data: 12/31/13 6/30/13
------------------- -------- -------
Cash $ 2,572 $ 4,905
Total assets $ 2,572 $ 8,694
Total liabilities $ 25,405 $ 17,647
Shareholders' equity (deficit) $(22,833) $ (8,953)
Our cash balance at December 31, 2013 was $2,572. Our cash balance and revenues
generated from the well lease may not be sufficient to cover the expenses we
will incur during the next twelve months in a limited operations scenario or
until we raise the funding from our current offering. If we experience a
shortage of funds prior to funding we may utilize funds from our director, who
has informally agreed to advance funds to allow us to pay for offering costs,
filing fees, and professional fees, however he has no formal commitment,
arrangement or legal obligation to advance or loan funds to the company. The
Company's president, Mr. Page, has made a loan to the Company of $19,000. In
order to achieve our business plan goals, we will need the funding from our
current offering. We are an exploration stage company and have generated $4,687
in revenue to date. We have sold $27,501 in equity securities to pay for our
minimum level of operations.
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have only generated limited revenues from our oil sales.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at December 31, 2013 was $2,572, with $25,405 in outstanding
liabilities, consisting of $5,212 in accounts payable, $1,000 in other
liability, $193 in accrued interest payable and $19,000 in notes payable to a
related party. If we experience a shortfall of cash our director has agreed to
loan us additional funds for operating expenses, however he has no legal
obligation to do so. Total expenditures over the next 12 months are expected to
be approximately $50,000.
PLAN OF OPERATION
Our plan of operation for the twelve months is to continue the production
program on the current lease, which is continuing to pump oil from the well,
while also searching for other appropriate leases. We will be primarily seeking
other leases with existing production however we will not limit ourselves to
only those wells if another oil or gas opportunity presents itself that
Management believes would be in the best interests of the shareholders. If we
are able to sell our entire offering with proceeds of $50,000 we plan to invest
an additional $17,500 in a new lease. We anticipate spending an additional
$15,408 (approx. $642.00 per month for each well) for monthly maintenance fees
once the well is operational, $10,000 on professional fees, including fees
payable for complying with reporting obligations, $5,000 in general
administrative costs and $2,092 in working capital. Total expenditures over the
next 12 months are therefore expected to be approximately $50,000. We will
require the funds from our current offering to proceed.
If we are unable to raise the entire $50,000 from our current offering we would
adjust our spending based on the amount of funds available. We may forgo the
purchase of another lease until we are able to accumulate enough from revenue to
allow us to purchase an additional lease. If we are only able to sell 40% of the
securities we are offering ($20,000), substantially all of the funds raised by
our offering will be spent on the monthly maintenance of the current well and
8
assuring that we meet our corporate and disclosure obligations so that we remain
in good standing with the State of Nevada and maintain our status as a reporting
issuer with the SEC.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
GOING CONCERN
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until
sales are generated. There is no assurance we will ever reach that point.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Management maintains "disclosure controls and procedures," as such term is
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed in our Exchange Act reports is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
In connection with the preparation of this quarterly report on Form 10-Q, an
evaluation was carried out by management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of December 31, 2013.
Based on that evaluation, management concluded, as of the end of the period
covered by this report, that our disclosure controls and procedures were
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Securities
and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
As of the end of the period covered by this report, there have been no changes
in the internal controls over financial reporting during the quarter ended
December 31, 2013, that materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting subsequent to
the date of management's last evaluation.
9
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 Registration
Statement on Form S-1, filed under SEC File Number 333-186286, 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 Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
101 Interactive data files pursuant to Rule 405 of Regulation S-T
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.
Perkins Oil & Gas, Inc.
Registrant
Date February 13, 2014 By: /s/ J. Michael Page
-----------------------------------------
J. Michael Page, Chief Executive Officer,
Chief Financial and Accounting Officer
and Sole Director
10