As of March 31, 2013, the Company inadvertently reflected three convertible notes (Asher Note # 5-7) totaling $115,000 as converted to common stock when in fact they were still outstanding.
During the year ended March 31, 2013, the Company recorded initial derivative liabilities for Asher Note # 5-7 totaling $120,770 with the fair values of the conversion features which was determined using the Black-Scholes Valuation Method. Also during the year ended March 31, 2013, the Company issued the following number of common shares upon the conversion of principal and interest as follows:
|
|
|
|
Common Shares Issued
|
|
Converted Principal and Interest
|
|
Asher Note# 5
|
|
$
13,165,344
|
|
$
4,944
|
|
Asher Note# 6
|
|
10,758,621
|
|
31,200
|
|
Asher Note# 7
|
|
8,791,045
|
|
39,000
|
In connection with the conversion of Asher Note # 5-7, the related derivative liabilities were reclassified to additional paid-in capital.
Asher Note #11
On November 2, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $27,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on August 6, 2013.
F- 14
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
During the year ended March 31, 2013, the Company accrued $nil (year ended March 31, 2012 - $nil) in interest expense.
After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 58% of the market price, where market price is defined as
“
the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date
”
.
Asher Note #12
On February 25, 2013, the Company received funding pursuant to a convertible promissory note in the amount of $47,500. The promissory note is unsecured, bears interest at 8% per annum, and matures on November 25, 2013. During the year ended March 31, 2013 the Company accrued $nil (year ended March 31, 2012 - $nil) in interest expense.
After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 51% of the market price, where market price is defined as
“
the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date.
”
Special Situations Fund One Note.
On March 12, 2012, the Company arranged a debt swap under which an Asher Enterprises note for $40,000 was swapped to Special Situations Fund One for the Asher note plus $21,491, total $61,491. During the year ended March 31, 2013, the Company accrued $4,919 (year ended March 31, 2012 - $nil) in interest expense.
After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 55% of the market price, where market price is defined as
“
the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date.
”
On September 9, 2012, the Company recorded a derivative liability of $71,218, being the fair value of the conversion feature which was determined using the Black-Scholes valuation method.
At the end of each quarter, the Company recorded credits to the derivative liability of $9,377 based on the change in fair value bringing the derivative liability balance to $80,595.
Vista Capital Note
On June 11, 2012, the Company received funding pursuant to a convertible promissory note in the amount of $30,000. The promissory note is unsecured, bears interest at 8% per annum, and matures on December 15, 2012. During the year ended March 31, 2013, the Company accrued $1,800 (year ended March 31, 2012 - $nil) in interest expense.
After 180 days from issuance, the note may be converted at the option of the holder into common stock of the Company. The conversion price is 65% of the market price, where market price is defined as
“
the average of the lowest three of the last ten closing trading prices on the OTCBB immediately prior to conversion date.
”
On December 9, 2012, the Company recorded an initial derivative liability of $27,207 being the fair value of the conversion feature which was determined using the Black-Scholes valuation method.
On January 15, 2013, the Company credited the principal balance $10,000 and recorded a debit to penalties and fines due to loss of DTC eligibility. The derivative liability amounting to $14,735 was reclassified to additional paid in capital.
F- 15
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
As of March 31, 2013, the principal balance is $7,280, interest is $1,800 and the derivative liability is $12,472.
Direct Capital Note
On December 31, 2012, the Company entered into a debt settlement agreement with Direct Capital Group, Inc., whereby the Company exchange $70,671 in total outstanding debt into Convertible Preferred Shares of the
Company. Each of the Convertible Preferred shares will convert into common shares of the Company with the conversion price being the lesser of $0.001 or shall equal the variable conversion price (the
“
Variable Conversion Price
”
). The Variable Conversion Price shall mean 50% multiplied by the market price (the
“
Market Price
”
). The
Market Price means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading day period ending on the latest complete Trading Day prior to the Conversion Date. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.
Syndication Capital Note
On December 31, 2012, the Company entered into a debt settlement agreement with Syndication Capital, whereby the Company exchanges $105,000 in total outstanding debt into Convertible Preferred Shares of the Company. Each of the Convertible Preferred shares will convert into common shares of the Company with the conversion price being the lesser of $0.001 or shall equal the variable conversion price (the
“
Variable Conversion Price
”
). The Variable Conversion Price shall mean 50% multiplied by the market price (the
“
Market Price
”
). The Market Price means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading day period ending on the latest complete Trading Day prior to the Conversion Date. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.
Xploration Inc.
On December 31, 2012, the Company entered into a debt settlement agreement with Xploration Incorporated, whereby the Company exchanges $269,000 in total outstanding debt into Convertible Preferred Shares of the Company. Each of the Convertible Preferred shares will convert into common shares of the Company with the conversion price being the lesser of $0.001 or shall equal the variable conversion price (the
“
Variable Conversion Price
”
). The Variable Conversion Price shall mean 50% multiplied by the market price (the
“
Market Price
”
). The Market Price means the average of the lowest three (3) Trading Prices for the Common Stock during the ten (10) Trading day period ending on the latest complete Trading Day prior to the Conversion Date. The transaction was handled as a private sale exempt from registration under Section 4(2) of the Securities Act of 1933.
6. DERIVATIVE LIABILITIES
The Company issued financial instruments in the form of convertible notes with embedded conversion features. The convertible notes payable have conversion rates which are indexed to the market value of the Company
’
s common stock price.
As of March 31, 2013, the Company has a derivative liabilities balance for embedded conversion features related to convertible notes payable of face value $93,067 (March 31, 2012 - $nil). During the year ending March 31, 2013, $233,000 (March 31, 2012 - $162,000) of convertible notes payable were converted into common stock of the Company.
F- 16
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
These derivative liabilities have been measured in accordance with fair value measurements, as defined by GAAP. The valuation assumptions are classified within Level 3 inputs.
The following table represents the Company
’
s derivative liability activity for the embedded conversion features discussed above
:
|
|
March 31,
|
|
|
2013
|
Balance, beginning of year
|
|
$
-
|
Initial recognition of derivative liability
|
|
949,499
|
FV change in derivative liability
|
|
64,561
|
Conversion of derivative liability to APIC
|
|
|
Asher Note #5
|
|
(49,533)
|
Asher Note #6
|
|
(31,812)
|
Asher Note #7
|
|
(41,721)
|
Asher Note #8
|
|
(61,009)
|
Asher Note #9
|
|
(37,303)
|
Asher Note #10
|
|
(37,948)
|
Vista Capital
|
|
(41,428)
|
Balance as of March 31, 2013
|
|
$
713,306
|
7. SECURITIES PURCHASE AGREEMENT
On April 23, 2010, the Company entered into an agreement with an investor whereby the investor committed to purchase up to $5,000,000 of units, consisting of shares of the Company
’
s common stock and share purchase warrants, until April 22, 2013. The Company may draw on the facility from time to time, as and when it determines appropriate in accordance with the terms and conditions of the agreement. Each advance shall be in an aggregate amount of not more than $1,000,000 and in integral multiples of $100,000. The Company will use the advances to fund operating expenses, acquisitions, and exploration and general corporate activities. The investor also has an option to subscribe up to a further $2,500,000.
Each unit consists of one share of the Company
’
s common stock and one share purchase warrant. The unit price will be the price to the higher of either: (a) $0.75; or (b) 90% of the volume weighted average of the closing price of common stock, for the five banking days immediately preceding the date of the notice of advance. Each warrant shall entitle the investor to purchase one additional share of common stock at an exercise price equal to 150% of the unit price at which the unit containing the warrant being exercised was issued.
The Company issued 401,067 shares under the agreement during the fiscal year ended March 31, 2011, realizing $400,000. This option expired as of April 22, 2013.
8. RELATED PARTY TRANSACTIONS
Related party transaction is not disclosed elsewhere in the consolidated financial statements are as follows:
F- 17
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
On March 8, 2010, the Company entered an employment agreement with the newly-appointed President, James Powell. Pursuant to the terms of the agreement, the President will receive a base salary of $5,000 per month. The employment agreement will continue indefinitely subject to termination by either party without cause on 30 days
’
notice.
On March 8, 2010, the Company entered an employment agreement with the newly-appointed Chairman of the Board, Tim DeHerrera. Pursuant to terms of the terms of the agreement, Mr. DeHerrera will receive a base salary of $8,000 per month with an incremental rise of $500 per quarter until an amount of $10,000 per month is achieved.
The employment agreement will continue indefinitely subject to termination by either party without cause on 30 days
’
notice.
Mr.DeHerrera agreed to acquire 6,000,000 shares of the former CEO
’
s shares at $0.02 per share. The new CEO
’
s shares were be held in escrow in the form of eight certificates each representing 750,000 shares which were released between April 30, 2010 and March 5, 2012 (a minimum of twenty-one months from the first release date).
On December 2, 2011, pursuant to an employment and consulting agreement, Mr. DeHerrera was issued 12,000,000 restricted common shares.
On May 23, 2012, pursuant to an employment consulting agreement, Mr. Powell was issued 2,500,000 common shares.
During the year ending March 31, 2013, $15,000 in consulting fees wasrecorded for Mr. Powell increasing the amount due to $90,000.
During the year ending March 31, 2013, $30,000 in consulting fees wasrecorded for Mr.DeHerra; of which $2,500 was paid during the year. He advanced the Company $1,000 from October 2012 to November 2012; and was repaid $2,000 on November 9, 2012, decreasing the loan to $127,850.
The Company is indebted to its officers as follow:
|
March 31,
|
|
2013
|
|
2012
|
James Powell-President
|
$ 90,000
|
|
$ 48,375
|
Tim DeHerra-Chairman of the Board
|
127,850
|
|
71,350
|
|
$ 217,850
|
|
$ 119,725
|
The amounts consist of unpaid salary and advances made on behalf of the Company.. The loans carry no interest, are unsecured, are due on demand and have no maturity.
11. PREFERRED STOCK
On January 25, 2011 the Company filed an amendment to its Nevada Certificate of Designation to create two new series of preferred stock:
A.
Preferred Series A - par value $0.001 - 10,000,000 shares authorized
B.
Preferred Series B - par value $0.001
–
10,000,000 shares authorized
The preferred stock may be converted at will to common stock in the ratio of 0.005 preferredshare to one common share.
F- 18
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
On January 31, 2012, 2,076,000 shares of Preferred Series A stock were issued in completion of the agreement signed January 20, 2011, wherein the Company acquired100% of the outstanding common stock of Joaquin Basin Resources, Inc., owner of an oil & gas property. There being no market for the shares, they were valued at the prevailing market price of $0.01 for the number of post-conversion shares of common stock. The value, $4,152,000, was assigned to the cost of the Joaquin Basin oil & gas property.
On January 31, 2012, 111,000 shares of Series A Preferred Stock were converted to 22,200,000 shares of common stock at the conversion ratio of .005 preferred to 1 common. The securitiesexchanged had equal value, resulting in no gain or loss on the transaction.
As at March 31, 2012, 10,000,000 Series A preferred shares and 10,000,000 Series B preferred shares of par value $0.001 were authorized, of which 1,965,000 Series A were issued and outstanding, (nil as at March 31, 2011).
On April 23, 2012, 80,000 shares of Series A Preferred Stock were converted to 16,000,000 shares of common stock at the conversion ratio of .005 preferred to 1 common. The securitiesexchanged had equal value, resulting in no gain or loss on the transaction.
On August 14, 2012, 328,000 shares of Series A Preferred Stock were converted to 65,600,000 shares of common stock at the conversion ratio of .005 preferred to 1 common, according to the attributes of the preferred stock. The securitiesexchanged had equal value, resulting in no gain or loss on the transaction.
On October 12, 2012, 125,000 shares of Series A Preferred Stock were converted into 25,000,000 shares of common stock at the conversion ratio of .005 preferred to 1 common. The securitiesexchanged had equal value, resulting in no gain or loss on the transaction.
As at March 31, 2013, 10,000,000 Series A preferred shares and 10,000,000 Series B preferred shares of par value $0.001 were authorized, of which 1,432,000 Series A shares were issued and outstanding, (1,965,000 shares as at March 31, 2012).
12. COMMON STOCK
Effective January 14, 2008, the Company split its common stock on a twenty-for-one basis. All shareholders as of the record date of January 14, 2008 receive twenty shares of common stock in exchange for each one common share of their currently issued common stock. The authorized, issued and per share information presented is on a post-split basis. On January 14, 2008, the Company
’
s total paid-in capital was less than the product of the par value per share multiplied by the number of post-split shares outstanding. As a result, the shareholders may have an obligation to make up the shortfall of $7,735 should the shortfall not be otherwise eliminated.
On March 9, 2010, the Company issued 1,250,000 shares pursuant to a subscription at a price of $0.40 per share for total proceeds of $500,000.
On April 5, 2010, the Company cancelled 18,002,000 shares surrendered for cancellation by the former CEO and majority shareholder of the Company pursuant to an agreement effective March 17, 2010 (Note 8).
On May 14 and September 28, 2010, 134,420 and 266,667 shares, respectively, were issued at $0.48 pursuant to a Securities Purchase Agreement. $400,000 cash was realized.
Pursuant to consulting agreements with two advisors, common stock was issued for services:
Date Issued
|
|
|
Shares
|
|
|
|
Price Per Share
|
|
|
|
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F- 19
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
June 30, 2010
|
|
|
50,000
|
|
|
$
|
0.82
|
|
|
|
Consulting $40,950
|
|
|
|
|
|
October 18, 2010
|
|
|
50,000
|
|
|
$
|
0.39
|
|
|
|
Consulting $19,500
|
|
November 15, 2010
|
|
|
150,000 s
|
|
|
$
|
0.39
|
|
|
|
Consulting $58,500
|
|
On January 3, 2011, 6,000,000 shares of restricted common stock were issued for services at $0.02 per share; wherebyan expense of $93,000 was recorded.
On February 1, 2011, 1,300,000 shares of common stock were issued at $0.05 per share in retirement of debt of $63,471. The loss on the transaction was de minimus.
On February 1, 2011, 62,000,000 shares of common stock were issued at $0.12 per share in exchange for stock of a subsidiary, acquiring an oil and gas property of $7,368,900. See Note 1.
On August 18, 2011, 500,000 shares of common stock were issued at $0.10 per share for consulting. An expense of $15,000 was recorded.
Between August 29 and September 21, 2011, 9,406,149 common shares were issued at $0.01, $0.02 and $0.03 per share in elimination of $55,000 notes payable. A loss of $32,814 was recorded.
Between November 28 and December 8, 2011, 11,295,545 common shares were issued at $0.10, $0.006 and $0.008 per share in elimination of $55,000 notes payable. A loss of $32,814 was recorded.
On December 2, 2011, 12,000,000 shares were issued for consulting at $0.008 per share. An expense of $96,000 was recorded.
On January 1, 2012, 3,198,528 shares were returned to Treasury and cancelled in a preliminary transaction further to a consulting agreement.
Between January 1 and February 8, 2012, 12,815,862 common shares were issued at $0.008, $0.009 and $0.010 per share in elimination of $115,000 notes payable. A loss of $2,803 was recorded.
On February 2, 2012, 1,684,427 shares of common stock were issued at $0.01 per share for consulting. An expense of $16,845 was recorded.
On January 31, 2012, 22,200,000 shares of common stock were issued at $0.01 per share in converting 111,000 shares of Series A preferred stock to common stock. The value of the common stock equated to that of the preferred stock, resulting in no gain or loss on the transaction.
As at March 31, 2012, 1,500,000,000 common shares of par value $0.001 were authorized, of which 201,944,542 were issued and outstanding, (135,241,087 as at March 31, 2011).
On April 23, 2012, 16,000,000 shares of common stock were issued in an exchange for 80,000 of Series A Preferred Stock. The stocks exchanged had equal value, resulting in no gain or loss on the transaction.
On May 17, 2012, 1,514,101 shares of common stock were issued for consulting valued at the closing price on the day of $0.01 per share. An expense of $15,141 was recorded.
On May 23, 2012, 2,500,000 shares of common stock were issued for consulting pursuant to an employment agreement, valued at the closing price on the day of $0.01. An expense of $25,000 was recorded.
F- 20
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
On June 11, 2012, 1,000,000 shares of common stock were issued at the closing price of $0.01 pursuant to a loan agreement with Vista Capital Investments. An expense of $10,000 was recorded.
Between July 12 and September 18, 2012, 25,715,010 shares of common stock were issued in the elimination of debt at the uniform price of $0.01. An expense of $164,550 was recorded.
On August 14, 2012, 65,600,000 shares of common stock were issued in an exchange for 328,000 of Series A Preferred Stock. The stocks exchanged had equal value, resulting in no gain or loss on the transaction.
On October 12, 2012, 125,000 shares of Series A Preferred Stock were converted into 25,000,000 shares of common stock at the conversion ratio of .005 preferred to 1 common. The stocks exchanged had equal value, resulting in no gain or loss on the transaction.
From October 1, 2012 to December 31, 2012, the holders of a convertible notes converted a total of $92,600 of principal and interest into 49,508,657 shares of our common stock.
From January 1, 2013 to March 31, 2013, the holders of a convertible notes converted a total of $97,920 of principal and interest into 177,789,278 shares of our common stock.
13. INCOME TAXES
The Company accounts for income taxes under FASB Codification Topic 740-6, Accounting for Uncertainty in Income Taxes, which requires the asset and liability approach to accounting for income taxes. Under this method, deferred tax assets and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. As of March 31, 2013, we had a net operating loss carry forwards of $(8,095,093) and a deferred tax asset of $2,752,332 using the statutory rate of 34%. The net operating loss carry forwards may be recognized in future periods, not to exceed 20 years. However, due to the uncertainty of future events we have booked a loss valuation allowance of 2,752,332 as of March 31, 2013.
|
March 31, 2013
|
|
March 31, 2012
|
Deferred Tax Asset
|
$ 2,752,332
|
|
$ -
|
Valuation Allowance
|
(2,752,332)
|
|
-
|
Deferred Tax Asset (Net)
|
$ -
|
|
$ -
|
14. COMMITMENTS
Effective March 31, 2010, the Company was committed to payment of 100,000 shares per year to each of two consultants, payable in quarterly installments of 25,000 shares, the first installment due June 30, 2010. The advisors will also be paid $1,000 per day for attending meetings of the Company
’
s committee of advisors and $1,000 per day for services to be provided as needed. The agreements may be terminated by either party without notice. This is a one year agreement and is no longer applicable.
F- 14
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
CHANGES IN REGISTRANT
’
S CERTIFYING ACCOUNTANT
Effective on or about February 14, 2013, the Company terminated the services of its principal independent auditor, John Kinross-Kennedy (the
“
Former Accountant
”
).
In the Former Accountant
’
s principal accountant
’
s report on the Company
’
s financial statements for its fiscal years ended June 30, 2012 and 2011, no adverse opinion or disclaimer of opinion was issued and no opinion of the Former Accountant was modified as to audit scope or accounting principles. Our Former Accountant
’
s report on the Company
’
s financial statements for the years ended June 30, 2012 and 2011, as reported in the registrant
’
s Form 10-K that was filed with the Securities and Exchange Commission on October 2, 2012, contained a paragraph concerning uncertainty as to the Company
’
s ability to continue as a going concern. The financial statements did not include any adjustments that might have resulted from the outcome of this uncertainty.
The change in auditor was recommended, approved and ratified by the Company's Board of Directors.
Since the Company
’
s inception on May 18, 2005, through its most recent fiscal year ended June 30, 2012, and subsequent interim periods preceding this change of independent auditors, the Company is not aware of any disagreements with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
The Company is not aware of any reportable events (as defined in Item 304(a)(iv) or (v) of Regulation S-K) that have occurred during the two most recent fiscal years and the interim periods preceding the dismissal of the Former Accountant.
The Company has engaged the firm of Anton Chia LLP, (the
“
New Accountant
”
), as its new principle independent accountant effective February 14, 2013, to audit our financial records. During the two most recent fiscal years and the interim period preceding the appointment of the New Accountant, we have not consulted the New Accountant regarding either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to the Company that the Company considered an important factor in reaching a decision as to the accounting or financial reporting issue; or any matter that was either the subject of a disagreement or event (as defined in Item 304(a)(iv) or (v) of Regulation S-K).
The Company provided a copy of the foregoing disclosures to the Former Accountant prior to the date of the filing of the report and requested that the Former Accountant furnish it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in the Report. A copy of the letter furnished in response to that request was filed with the SEC on February 19, 2013, as part of our Quarterly Report on Form 10Q and is incorporated herein by reference.
ITEM 9A.CONTROLS AND PROCEDURES.
Management
’
s Report on Internal Control over Financial Reporting
This report includes the certifications of our Chief Executive Officer and Chief Financial Officer required by Rule 13a-14 of the Securities Exchange Act of 1934 (the
“
Exchange Act
”
). See Exhibits 31.1 and 31.2. This Item 9A includes information concerning the controls and control evaluations referred to in those certifications.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and
15
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2013. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Management
’
s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company
’
s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company
’
s internal control over financial reporting as of March 31, 2013, using the criteria established in
“
Internal Control - Integrated Framework
”
issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company
’
s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2013, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
|
1.
|
We do not have an Audit Committee
–
While not being legally obligated to have an audit committee, it is the management
’
s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company
’
s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management
’
s activities.
|
|
|
|
|
2.
|
We did not maintain appropriate cash controls
–
As of March 31, 2013, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company
’
s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
|
|
|
|
|
3.
|
We did not implement appropriate information technology controls
–
As at March 31, 2013, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company
’
s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.
|
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company
’
s internal controls.
16
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2013, based on criteria established in Internal Control
—
Integrated Framework issued by COSO.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of March 31, 2013, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company
’
s registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Company
’
s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management
’
s report in this annual report.
Continuing Remediation Efforts to address deficiencies in Company
’
s Internal Control over Financial Reporting
Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:
|
1.
|
Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year.
|
|
|
|
|
2.
|
We will appoint additional personnel to assist with the preparation of the Company
’
s monthly financial reporting, including preparation of the monthly bank reconciliations.
|
ITEM 9B.OTHER INFORMATION.
None.
PART III
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS.
Identification of Directors and Executive Officers
The following table sets forth the names and ages of our current directors and executive officers:
|
|
|
|
Name
|
Age
|
Position with the Company
|
Position Held Since
|
James Powell
|
44
|
President, Sec, Treasure
|
January 6, 2011
|
Tim DeHerrera
|
56
|
Chairman,Director
|
December 3, 2010
|
The Board of Directors has no nominating, audit or compensation committee at this time.
Term of Office
Each director is elected by the Board of Directors and serves until his or her successor is elected and qualified, unless he or she resigns or is removed earlier. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is earlier removed from office or resigns.
17
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
Background and Business Experience
The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:
James Powell
: On January 6, 2011, James Powell was appointed as the President, Secretary, and Treasurer of the Company. From September 2006 to the present, Mr. Powell has been the owner and operator of JP Commercial, a commercial real estate company located in San Diego, California, and which specializes in the sale and acquisition of investment properties, which properties include multi-family, retail, and commercial office buildings. Mr. Powell is a fully licensed real estate broker in California. From June 2002 through September 2006, Mr. Powell worked for CB Richard Ellis, Inc. in San Diego, California, where his duties included responsibility for bringing in new transactions involving the sale and acquisition of multi-family investment properties.
Tim DeHerrera
: On December 3, 2010, Mr. Tim DeHerrera was appointed as our Chairman and as a member of the Company
’
s Board of Directors. Mr. DeHerrera was President of Bonfire Productions Inc. from September 2009 until May 2010. Mr. DeHerrera was President and Chairman of the Intervision Network Corporation from January 2008 until January 2010. Intervision Network was a technology business in IPTV broadcasting and related live Internet-based multimedia transmission technologies, including a global content delivery network.
Mr. DeHerrera is currently, the President and a Director of Force Energy Corp., a publicly traded oil and gas exploration company. Prior to that, from January 2005, Mr. DeHerrera was President and Chairman of the Board of Directors of Future Quest Incorporated, an oil and gas exploration company.
From May 2006 until December 2007, Mr. DeHerrera was President of Atlantis Technology Group, a technology based company.
Identification of Significant Employees
We have no significant employees, other than James Powell, our President, and Tim DeHerrera our Director and Chairman.
Family Relationship
We currently do not have any officers or directors of our Company who are related to each other.
Involvement in Certain Legal Proceedings
During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:
(1)
A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
(2)
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3)
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
i.
18
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
ii.
Engaging in any type of business practice; or
iii.
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
(4)
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
(5)
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
(6)
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
(7)
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i.
Any Federal or State securities or commodities law or regulation; or
ii.
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
(8)
Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Audit Committee and Audit Committee Financial Expert
The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.
19
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
The Company intends to establish an audit committee of the Board of Directors, which will consist of independent directors. The audit committee
’
s duties will be to recommend to the Company
’
s Board of Directors the engagement of an independent registered public accounting firm to audit the Company
’
s financial statements and to review the Company
’
s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company
’
s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
Code of Ethics
Our board of directors has not adopted a code of ethics due to the fact that we presently only have one director and we are in the development stage of our operations. We anticipate that we will adopt a code of ethics when we increase either the number of our directors and officers or the number of our employees.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended March 31, 2013, Forms 5 and any amendments thereto furnished to us with respect to the year ended March 31, 2013, and the representations made by the reporting persons to us, we believe that during the year ended March 31, 2013, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.
Name and principal position
|
|
Number of late reports
|
|
Transactions not timely reported
|
|
Known failures to file a required form
|
James Powell, President
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
Tim DeHerrera, Chairman and Director
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
ITEM 11. EXECUTIVE COMPENSATION
The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our officers and directors for the fiscal years ended March 31, 2013. Our Board of Directors may adopt an incentive stock option plan for our executive officers that would result in additional compensation.
Summary Compensation Table
Name
and
Principal
Position
|
Fiscal
Year
Ended
12/31
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All Other Compensation
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
James Powell
President(1)
|
2013
|
|
|
$60,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
$60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tim DeHerrera
Director (1)
|
2013
|
|
|
$120,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
$
|
120,000
|
|
(1)
The Company
’
s officer and director currently devote approximately 30-40 hours per week to manage the affairs of the Company, including, but not limited to the upkeep of Grid Petroleum Corp. and the research and development associated with expanding the Company to new markets. Mr. Powell is the President, Secretary, and Treasurer of the Company andMr. DeHerrera a Director and Chairman of the Company.
|
(2)
|
Narrative Disclosure to Summary Compensation Table
On January 6, 2011 the Company entered an employment agreement with the newly-appointed President, James Powell. Pursuant to terms of the terms of the agreement, the President will receive a base salary of $5,000 per month. The employment agreement will continue indefinitely subject to termination by either party without cause on 30 days
’
notice.
On March 8, 2010 the Company entered an employment agreement with the newly-appointed, Chairman of the Board Tim DeHerrera. Pursuant to terms of the terms of the agreement, Mr. DeHerrera will receive a base salary of $8,000 per month with an incremental rise of $500 per quarter until an amount of $10,000 per month is achieved. The employment agreement will continue indefinitely subject to termination by either party without cause on 30 days
’
notice.
On December 2, 2011 pursuant to an employment and consulting agreement, the Chairman of the Board Tim DeHerrera was issued 12,000,000 restricted common shares.
The Company is indebted to its officers as follows:
|
|
March 31,
|
|
|
2013
|
|
2012
|
James Powell - President
|
|
$
|
90,000
|
|
|
$
|
48.375
|
|
Tim DeHerrera - Chairman of the Board
|
|
$
|
127,850
|
|
|
$
|
71.350
|
|
|
|
$
|
217,850
|
|
|
$
|
119,725
|
|
The amounts consist of unpaid salary and advances made on behalf of the Company. There have been no repayments. The loans carry no interest, are unsecured, are due on demand and have no maturity.
Outstanding Equity Awards at Fiscal Year-End
No executive officer received any equity awards, or holds exercisable or exercisable options, as of the year ended March 31, 2012.
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
Compensation Committee
We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.
Compensation of Directors
Our directors receive no extra compensation for their service on our Board of Directors.
21
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Security Ownership of Management
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of June 18, 2013, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.
Name and Address of Beneficial Owners of Common Stock
|
Title of Class
|
Amount and Nature of Beneficial Ownership
1
|
% of Common Stock
2
|
|
|
|
James Powell
|
Common Stock
|
900,000
|
0.12%
|
|
|
|
|
Tim DeHerrera
|
Common Stock
|
16,647,590
|
2.27%
|
DIRECTORS AND OFFICERS
–
TOTAL
|
|
17,547,590
|
2.39%
|
|
|
|
|
5% SHAREHOLDERS
|
|
|
|
0
|
Common Stock
|
|
|
|
1.
|
The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
|
|
2.
|
The percentage shown is based on denominator of 704,162,835 shares of common stock issued and outstanding for the company as of June 18, 2013.
|
Changes in Control
There are no present arrangements or pledges of the Company
’
s securities which may result in a change in control of the Company.
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Related Party Transactions
None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company
’
s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.
22
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manor:
·
Disclosing such transactions in reports where required;
·
Disclosing in any and all filings with the SEC, where required;
·
Obtaining disinterested directors consent; and
·
Obtaining shareholder consent where required.
Director Independence
For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of
“
Independent Officer
”
means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
According to the NASDAQ definition,Tim DeHerrera is an independent director because he is not also an executive officer of the Company.
Review, Approval or Ratification of Transactions with Related Persons
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
|
|
|
|
|
|
Year Ended
March 31, 2013
|
|
Year Ended
March 31, 2012
|
Audit fees
|
$
|
14,314
|
$
|
16,803
|
Audit-related fees
|
$
|
0
|
$
|
0
|
Tax fees
|
$
|
0
|
$
|
0
|
All other fees
|
$
|
0
|
$
|
0
|
Total
|
$
|
14,314
|
$
|
16,803
|
Audit Fees
During the fiscal years ended March 31, 2013, we incurred approximately $14,314 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended March 31, 2013.
During the fiscal year ended March 31, 2012, we incurred approximately $16,803 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended March 31, 2012.
Audit-Related Fees
The aggregate fees billed during the fiscal years ended March 31, 2013 and 2012 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $nil and $nil, respectively.
23
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
Tax Fees
The aggregate fees billed during the fiscal years ended March 31, 2013 and 2012 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $nil and $nil, respectively.
All Other Fees
The aggregate fees billed during the fiscal years ended March 31, 2013 and 2012 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.
PART IV
ITEM 15.EXHIBITS.
(a)Exhibits
|
|
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|
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|
|
|
|
Exhibit Number
|
Description of Exhibit
|
Filing
|
3.1
|
Articles of Incorporation
|
Filed with the SEC on June 8, 2007 as part of our Registration of Securities on Form SB-2.
|
3.1a
|
Amended Articles of Incorporation
|
Filed with the SEC on November 11, 2009, on our Current Report on Form 8-K.
|
3.2
|
Bylaws
|
Filed with the SEC on June 8, 2007 as part of our Registration of Securities on Form SB-2.
|
10.1
|
Loan Agreement, by and between the Company and Kelly Sundberg, dated December 18, 2006
|
Filed with the SEC on June 8, 2007 as part of our Registration of Securities on Form SB-2.
|
10.2
|
Loan Agreement, by and between the Company and Green Shoe, Inc., dated March 26, 2008
|
Filed with the SEC on March 28, 2008 as part of our Current Report on Form 8-K.
|
|
|
|
|
24
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
10.3
|
Employment Agreement, by and between the Company and Paul Watts, dated January 31, 2010
|
Filed with the SEC on March 9, 2010 as part of our Current Report on Form 8-K.
|
10.4
|
Asset Purchase and Sale Agreement, by and between the Company and Murrayfield Limited, dated March 11, 2010
|
Filed with the SEC on March 23, 2010 as part of our Current Report on Form 8-K.
|
10.5
|
Share Issuance Agreement, by and between the Company and Premier Global Corp, dated April 23, 2010
|
Filed with the SEC on April 28, 2010 as part of our Current Report on Form 8-K.
|
10.6
|
Separation Agreement, by and amongst the Company and Kelly Sundberg, Stephen Ronaldson and Paul Watts, dated December 3, 2010
|
Filed with the SEC on December 7, 2010 as part of our Current Report on Form 8-K/A.
|
10.7
|
Share Exchange Agreement, by and between the Company and Joaquin Basin Resources Inc., dated January 20, 2011
|
Filed with the SEC on January 25, 2011 as part of our Current Report on Form 8-K.
|
10.8
|
Agreement for the Sale and Assignment and Affirmation of Obligation, by and amongst the Company, Green Shoe, LLC, and Syndication Capital, LLC, dated January 28, 2011
|
Filed with the SEC on February 4, 2011 as part of our Current Report on Form 8-K.
|
10.9
|
Form of Securities Purchase Agreement, by and between the Company and Buyer, dated February 24, 2011
|
Filed with the SEC on March 10, 2011 as part of our Current Report on Form 8-K.
|
10.10
|
Form of Convertible Promissory Note, by and between the Company and Holder, dated February 24, 2011
|
Filed with the SEC on March 10, 2011 as part of our Current Report on Form 8-K.
|
10.11
|
Form of Securities Purchase Agreement, by and between the Company and Buyer, dated May 13, 2011
|
Filed with the SEC on June 13, 2011 as part of our Current Report on Form 8-K.
|
10.12
|
Form of Convertible Promissory Note, by and between the Company and Holder, dated May 13, 2011
|
Filed with the SEC on June 13, 2011 as part of our Current Report on Form 8-K.
|
10.13
|
Transfer of Asset by and between, Xploration Inc, and Joaquin Basin Resources, dated January 20, 2011
|
Filed with the SEC on November 23, 2011 as part of our Current Report on Form 8-K.
|
10.14
|
Mineral Rights Purchase Amendment, by and between Xploration Inc. and Joaquin Basin Resources, dated November 21, 2011
|
Filed with the SEC on November 23, 2011 as part of our Current Report on Form 8-K
|
10.15
|
Contract Agreement, by and between the Company and James Powell, dated October 24, 2011
|
Filed with the SEC on February 9, 2012, as part of our Quarterly Report on Form 10-Q.
|
10.16
|
Employment/Consulting Agreement, by and between the Company and Tim DeHerrera, dated December 2, 2011
|
Filed with the SEC on February 9, 2012, as part of our Quarterly Report on Form 10-Q.
|
10.17
|
Debt Settlement Agreement, by and between the Company and Syndication Capital, dated December 31, 2012
|
Filed with the SEC on February 19, 2013 as part of our Quarterly Report on Form 10-Q.
|
10.18
|
Debt Settlement Agreement, by and between the Company and Direct Capital Group, Inc., dated December 31, 2012
|
Filed with the SEC on February 19, 2013 as part of our Quarterly Report on Form 10-Q.
|
10.19
|
Debt Settlement Agreement, by and between the Company and Xploration Incorporated, dated December 31, 2012
|
Filed with the SEC on February 19, 2013 as part of our Quarterly Report on Form 10-Q.
|
16.1
|
Representative Letter from Schumaker & Associates, Inc.
|
Filed with the SEC on January 21, 2011 as part of Current Report on Form 8-K.
|
16.2
|
Representative Letter from John Kinross-Kennedy
|
Filed with the SEC on February 19, 2013 as part of our Quarterly Report on Form 10-Q.
|
31.01
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14
|
Filed with the SEC on February 19, 2013 as part of our Quarterly Report on Form 10-Q.
|
31.02
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14
|
Filed with the SEC on February 19, 2013 as part of our Quarterly Report on Form 10-Q.
|
32.01
|
Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act
|
Filed with the SEC on February 19, 2013 as part of our Quarterly Report on Form 10-Q.
|
101.INS*
|
XBRL Instance Document
|
Filed herewith.
|
101.SCH*
|
XBRL Taxonomy Extension Schema Document
|
Filed herewith.
|
|
|
|
|
25
Grid Petroleum Corporation
Notes to Consolidated Financial Statements
101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed herewith.
|
101.LAB*
|
XBRL Taxonomy Extension Labels Linkbase Document
|
Filed herewith.
|
101.PRE*
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed herewith.
|
101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed herewith.
|
*To be filed by amendment. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GRID PETROLEUM CORP.
Dated: July 15, 2013
/s/ James Powell
By: James Powell
Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)
Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:
Dated: July 15, 2013
/s/ Tim DeHerrera
Tim DeHerrera
–
Chairman and Director
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