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, 2016
Commission file number 000-55343
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 21,
2016
ITEM 1. FINANCIAL STATEMENTS
Perkins Oil & Gas Inc.
Balance Sheet
--------------------------------------------------------------------------------
As of As of
September 30, June 30,
2016 2016
---------- ----------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 3,904 $ 668
---------- ----------
TOTAL CURRENT ASSETS 3,904 668
---------- ----------
TOTAL ASSETS $ 3,904 $ 668
========== ==========
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 7,421 $ 5,594
Accrued interest payable 858 1,221
Promissory notes payable--long tem notes due in one year 29,400 18,900
---------- ----------
TOTAL CURRENT LIABILITIES 37,679 25,715
LONG TERM LIABILITIES
Accrued interest payable 2,797 1,941
Promissory notes payable 27,700 30,200
---------- ----------
TOTAL LONG TERM LIABILITIES 30,497 32,141
TOTAL LIABILITIES 68,176 57,856
STOCKHOLDERS' 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, 2016 and June 30, 2016 6,750 6,750
Additional paid-in capital 40,751 40,751
Deficit accumulated (111,773) (104,689)
---------- ----------
TOTAL STOCKHOLDERS' DEFICIT (64,272) (57,188)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 3,904 $ 668
========== ==========
See Notes to Financial Statements
2
Perkins Oil & Gas Inc.
Statements of Operations
(Unaudited)
Three months Three months
ended ended
September 30, September 30,
2016 2015
---------- ----------
REVENUES
Revenues $ -- $ --
---------- ----------
TOTAL REVENUES -- --
GENERAL & ADMINISTRATIVE EXPENSES
Administrative Expenses 6,590 5,248
---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 6,590 5,248
---------- ----------
LOSS FROM OPERATION (6,590) (5,248)
---------- ----------
OTHER INCOME (EXPENSE)
Interest Expense (494) (327)
---------- ----------
TOTAL OTHER INCOME (EXPENSE) (494) (327)
NET INCOME (LOSS) $ (7,084) $ (5,575)
========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,750,000 6,750,000
========== ==========
See Notes to Financial Statements
3
Perkins Oil & Gas Inc.
Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------
Three months Three months
ended ended
September 30, September 30,
2016 2015
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (7,084) $ (5,575)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Increase in accounts payable 1,827 5,212
Increase in interest payable 493 328
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (4,764) (35)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds form issuance of notes payable 8,000 1,000
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 8,000 1,000
-------- --------
NET INCREASE IN CASH 3,236 965
CASH AT BEGINNING OF PERIOD 668 6
-------- --------
CASH AT END OF PERIOD $ 3,904 $ 971
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ --
======== ========
Income Taxes $ -- $ --
======== ========
See Notes to Financial Statements
4
Perkins Oil & Gas Inc.
Notes to the Condensed Financial Statements (Unaudited)
September 30, 2016
--------------------------------------------------------------------------------
NOTE 1 - BASIS OF PRESENTATION
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 30, 2016
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,
2016 audited financial statements. The results of operations for the periods
ended September 30, 2016 and the same period last year are not necessarily
indicative of the operating results for the full years.
Certain prior-period amounts have been reclassified to conform to the current
period presentation.
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 and has limited cash
resources. These negative factors create substantial doubt about the Company's
ability 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.
NOTE 3 - PROMISSORY NOTES PAYABLE
Since inception the Company received cash totaling $57,100 from J. Michael Page,
Howard H. Hendricks and Betty N. Myers, all related parties to the company as
former or current officers and directors, in the form of notes totaling $57,100.
As of September 30, 2016 the amount due to J. Michael Page was $23,000, the
amount due to Howard H. Hendricks was $26,100 and the amount due to Betty N.
Myers was $8,000.
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 May 1, 2015, the
loan was extended to May 1, 2017.
5
Perkins Oil & Gas Inc.
Notes to the Condensed Financial Statements (Unaudited)
September 30, 2016
--------------------------------------------------------------------------------
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 June 7, 2015, the loan
was extended to June 7, 2017.
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, the loan was
extended to September 6, 2017.
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, the loan was
extended to September 30, 2017.
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, the loan was
extended to November 15, 2017.
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, the loan was
extended to January 21, 2018.
On February 6, 2015, the Company received a $1,200 loan. This loan is at 4%
interest with principle and interest all due on February 6, 2017
On March 9, 2015, the Company received a $3,000 loan. This loan is at 4%
interest with principle and interest all due on March 9, 2017
On April 16, 2015, the Company received a $5,500 loan. This loan is at 4%
interest with principle and interest all due on April 16, 2017.
On May 13, 2015, the Company received a $1,700 loan. This loan is at 4% interest
with principle and interest all due on May 13, 2017.
On August 8, 2015, the Company received a $1,000 loan. This loan is at 4%
interest with principle and interest all due on August 8, 2017.
On October 30, 2015, the Company received a $5,100 loan. This loan is at 4%
interest with principle and interest all due on October 30, 2017.
On December 31, 2015, the Company received a $4,400 loan. This loan is at 4%
interest with principle and interest all due on December 31, 2017.
On February 12, 2016, the Company received a $2,100 loan. This loan is at 4%
interest with principle and interest all due on February 12, 2018.
On February 29, 2016, the Company received a $2,100 loan. This loan is at 4%
interest with principle and interest all due on February 28, 2018.
On September 28, 2016, the Company received an $8,000 loan. This loan is at 4%
interest with principle and interest all due on September 28, 2018.
As of June 30, 2016, accrued interest is $3,162, and September 30, 2016 accrued
interest is $3,655.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this quarterly report on Form 10-Q 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) and have incurred a net loss of $111,773 through
September 30, 2016. We received our initial funding of $20,001 through the sale
of common stock to J Michael Page, the officer and director of the Company 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.
For the three months ended September 30, 2016 and 2015, we had no revenues and
incurred $6,590 and $5,248 in general and administrative expenses and $494 and
$327 in interest expense, respectively.
7
The following table provides selected financial data about our company at
September 30, 2016 and the year ended June 30, 2016.
Balance Sheet Data: 9/30/16 6/30/16
------------------- ------- -------
Cash $ 3,904 $ 668
Total assets $ 3,904 $ 668
Total liabilities $ 68,176 $ 57,856
Shareholders' deficit $(64,272) $(57,188)
Our cash balance at September 30, 2016 was $3,904. Our cash balance and revenues
generated from a new lease may not be sufficient to cover the expenses we will
incur during the next twelve months. 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 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 received cash totaling $49,100 from J. Michael
Page and Howard H. Hendricks in the form of notes. As of September 30, 2016 the
amount due to J. Michael Page was $23,000 and the amount due to Howard H.
Hendricks was $26,100. On September 28, 2016, the Company received an $8,000
loan from Betty N Myers. This loan is at 4% interest with principle and interest
all due on September 28, 2018. We have generated $5,207 in revenue to date.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at September 30, 2016 was $3,904 with $68,176 in outstanding
liabilities, consisting of $7,421 in accounts payable, $3,655 in accrued
interest payable and $57,100 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 following the date of this report is
to secure another property/well to continue exploration activities. As we were
only able to sell 40% of the securities from our recent offering ($20,000),
substantially all of the funds raised by the offering were spent on the monthly
maintenance of the Perkins well and assuring that we met 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, 2016.
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, 2016, 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 000-55343 (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 21, 2016 Perkins Oil & Gas, Inc., Registrant
By: /s/ Betty N. Myers
----------------------------------------
Betty N. Myers, 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 21, 2016 Perkins Oil & Gas, Inc., Registrant
By: /s/ Betty N. Myers
----------------------------------------
Betty N. Myers, President,
Chief Executive Officer,
Principal Accounting Officer,
and Chief Financial Officer
10