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 SEPTEMBER 30, 2014
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)
P.O. Box 21
Bonita, CA 91908
(Address of principal executive offices, including zip code)
(619)247-9630
(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: 6,750,000 shares as of November 6,
2014
ITEM 1. FINANCIAL STATEMENTS
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
September 30, June 30,
2014 2014
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 4,787 $ 11,484
-------- --------
TOTAL CURRENT ASSETS 4,787 11,484
OTHER ASSETS
Oil and Gas Property (Successful Efforts Method) 17,500 17,500
Less: Accumulated Amortization (17,500) (17,500)
-------- --------
TOTAL OTHER ASSETS -- --
-------- --------
TOTAL ASSETS $ 4,787 $ 11,484
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 10,342 $ 5,728
-------- --------
TOTAL CURRENT LIABILITIES 10,342 5,728
LONG TERM LIABILITIES
Accrued interest payable 806 599
Promissory notes payable 23,000 23,000
-------- --------
TOTAL LONG TERM LIABILITIES 23,806 23,599
TOTAL LIABILITIES 34,148 29,327
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.001 par value, 75,000,000 shares authorized;
6,750,000 and 6,750,000 shares issued and outstanding
as of September 30, 2014 and June 30, 2014 6,750 6,750
Additional paid-in capital 40,751 40,751
Deficit accumulated during exploration stage (76,862) (65,344)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (29,361) (17,843)
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT) $ 4,787 $ 11,484
======== ========
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 (inception)
ended ended through
September 30, September 30, September 30,
2014 2013 2014
---------- ---------- ----------
REVENUES
Revenues $ -- $ 879 $ 5,207
---------- ---------- ----------
TOTAL REVENUES -- 879 5,207
GENERAL & ADMINISTRATIVE EXPENSES
Administrative Expenses 6,695 5,180 42,023
Amortization -- 3,169 17,500
Oil Well Operating and Maintenance Expenses 4,615 214 28,865
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 11,310 8,563 88,388
---------- ---------- ----------
LOSS FROM OPERATION (11,310) (7,684) (83,181)
---------- ---------- ----------
OTHER INCOME (EXPENSE)
Interest Expense (208) (78) (807)
Interest Income -- -- 1
Forgiveness for Debt -- -- 7,125
---------- ---------- ----------
TOTAL OTHER INCOME (EXPENSE) (208) (78) 6,319
NET INCOME (LOSS) $ (11,518) $ (7,762) $ (76,862)
========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,750,000 4,750,000
========== ==========
See Notes to Financial Statements
3
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Statement of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
May 25, 2012
Three months Three months (inception)
ended ended through
September 30, September 30, September 30,
2014 2013 2014
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(11,518) $ (7,762) $(76,862)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Amortization -- 3,169 17,500
Changes in operating assets and liabilities:
Increase(Decrease) in accounts payable 4,614 (9,597) 10,342
Increase(Decrease) in interest payable 207 -- 806
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (6,697) (14,190) (48,214)
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
Increase in bank over draft -- 2 --
Proceeds from issuance of common stock -- -- 47,501
Proceeds form issuance of notes payable -- 9,500 23,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 9,502 70,501
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (6,697) (4,688) 4,787
CASH AT BEGINNING OF PERIOD 11,484 4,905 --
-------- -------- --------
CASH AT END OF PERIOD $ 4,787 $ 217 $ 4,787
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements (Unaudited)
September 30, 2014
--------------------------------------------------------------------------------
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 September, 2014,
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,
2014 audited financial statements. The results of operations for the periods
ended September 30, 2014 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.
4
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements (Unaudited)
September 30, 2014
--------------------------------------------------------------------------------
NOTE 3 - PROMISSORY NOTES PAYABLE
Since inception the Company received cash totaling $23,000 from J. Michael Page
in the form of notes totaling $23,000. As of September 30, 2014 the amount due
to J. Michael Page was $23,000
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.
On January 21, 2014, the Company received a $4,000 loan. This loan is at 4%
interest with principle and interest all due on January 21, 2016
As of September 30, 2014, accrued interest is $806.
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
On March 15, 2014, the Company issued a total of 2,000,000 shares of common
stock to one various individuals for cash in the amount of $0.01 per share for a
total of $20,000
As of September 30, 2014 the Company had 6,750,000 shares of common stock issued
and outstanding.
5
Perkins Oil & Gas Inc.
(An Exploration Stage Company)
Notes to the Condensed Financial Statements (Unaudited)
September 30, 2014
--------------------------------------------------------------------------------
NOTE 4 - CAPITAL STOCK (con't.)
The stockholders' equity section of the Company contains the following classes
of capital stock as of September 30, 2014:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 6,750,000 shares
issued and outstanding.
6
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 $5,207 in revenues since
inception (May 25, 2012), reported $6,321 in other income, incurred $83,182 in
expenses, resulting in $76,861 in net loss through September 30, 2014. We
received our initial funding of $20,001 through the sale of common stock to J
Michael Page, the Company's officer and director at that time, 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. On March 15, 2014, the Company issued
a total of 2,000,000 shares of common stock to various individuals for cash in
the amount of $0.01 per share for a total of $20,000. These shares were issued
pursuant to the Company's Registration Statement on Form S-1; the offering was
closed on March 15, 2014. On June 20, 2014 in a private transaction and pursuant
to a share transfer agreement between J. Michael Page and Howard H. Hendricks,
Mr. Hendricks purchased 4,750,000 shares of common stock from J. Michael Page.
As of September 30, 2014 the Company had 6,750,000 shares of common stock issued
and outstanding.
For the three months ended September 30, 2014 and 2013, we had $0 and $879 in
revenues, respectively and incurred $6,695 and $5,180 in general and
administrative expenses, $0 and $3,169 in amortization expense and $4,615 and
$214 in oil well operating and maintenance expense, respectively.
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. From January 1,
7
2014 through September 30, 2014 total production from the well was 33 barrels.
The average sales price was $93 per barrel with an average cost of $130 per
barrel. There was no production during July, August and September due to
lighting strikes and vandalism. Expenses during this period were $4,615. The
well was returned to production as of November 1, 2014.
The following table provides selected financial data about our company for the
three months ended September 30, 2014 and the year ended June 30, 2014.
Balance Sheet Data: 9/30/14 6/30/14
------------------- ------- -------
Cash $ 4,787 $ 11,484
Total assets $ 4,787 $ 11,484
Total liabilities $ 34,148 $ 29,327
Shareholders' equity (deficit) $(29,360) $(17,843)
Our cash balance at September 30, 2014 was $4,787. 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. If we
experience a shortage of funds we may utilize funds from our director, who has
informally agreed to advance funds to allow us to pay for filing and
professional fees, however he has no formal commitment, arrangement or legal
obligation to advance or loan funds to the company. The Company's former
president, Mr. Page, has made a loan to the Company of $23,000 with accrued
interest of $806. We are an exploration stage company and have generated $5,207
in revenue to date. We have sold $47,501 in equity securities.
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 September 30, 2014 was $4,787, with $34,148 in outstanding
liabilities, consisting of $10,342 in accounts payable, $806 in accrued interest
payable and $23,000 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 $25,000.
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.
Substantially all of the revenues will be spent on the monthly maintenance of
the current well and 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.
8
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 generated only minimum revenues from our well.
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 September 30, 2014.
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
September 30 , 2014, 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 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.
November 6, 2014 Perkins Oil & Gas, Inc., Registrant
By: /s/ Howard H. Hendricks
---------------------------------------------------------
Howard H. Hendricks, President, Chief Executive Officer,
Principal Accounting Officer, and Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
November 6, 2014 Perkins Oil & Gas, Inc., Registrant
By: /s/ Howard H. Hendricks
---------------------------------------------------------
Howard H. Hendricks, President, Chief Executive Officer,
Principal Accounting Officer, and Chief Financial Officer
10