ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Forward Looking Statements
This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.
Results of Operations
We are still in our exploration stage and have generated $3,918 in revenues to date.
We incurred no operating expenses or revenues for the three-month periods ended April 30, 2017 and 2016.
Our net loss for the three months ended April 30, 2017 and 2016 was $0.
Liquidity and Capital Resources
We had no cash at April 30, 2017 and there were outstanding liabilities of $52,139. Our cash balance is not sufficient to cover the expenses we will incur during the next twelve months, we will require revenues from operations or loans from our director in order to continue. We are an exploration stage company and have generated $3,918 in revenue from inception to April 30, 2017.
As of April 30, 2017, $3,500 is owed to Shane Reeves, President and $38,224 is owed to a major shareholder, from funds loaned by them to the Company and are non-interest bearing with no specific repayment terms.
Plan of Operation
In order to achieve our business plan goals, we must find another lease and will need to realize revenue from oil & gas sales. We are an exploration stage company and have generated $3,918 in revenue to date. We have sold $60,000 in equity securities to pay for our start-up operations.
There is substantial doubt that we can continue as an on-going business for the next twelve months unless we generate sufficient revenues from oil & gas sales. There is no assurance we will ever reach that point. In the meantime, the continuation of the Company is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations and the attainment of profitable operations.
Our plan of operation is to search for appropriate oil and gas leases. In addition to the cost of any potential property lease, we anticipate spending $10,000 on professional fees, including fees payable for complying with reporting obligations, $5,000 in general administrative costs and $1,125 in working capital. Total expenditures over the next 12 months are therefore expected to be approximately $50,000.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we will need to realize revenue from our oil & gas sales. If we do not realize revenues we believe that our current cash balance will allow us to operate for approximately nine months.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
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 April 30, 2017.
Based on that evaluation, management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not 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 April 30, 2017, 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.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Our Company is not involved in any material litigation and we are unaware of any threatened material litigation. From time to time, we may become involved in litigation relating to claims arising from the ordinary course of our business.
ITEM 1A. RISK FACTORS
Not required under Regulation S-K for “smaller reporting companies.”
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
There were no defaults upon senior securities during the period ended April 30, 2017.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Subsequent Event
On April 12, 2018 the Company’s Board of Directors accepted the resignation of Ronald Pantin Carvallo as CEO and director. Mr. Carvallo had served as CEO and director since June 13, 2017. Shane Reeves, Chief Financial Officer and director, assumed the position of CEO.
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 333-180164, at the SEC website at
www.sec.gov:
Exhibit No.
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Description
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3.1
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Articles of Incorporation*
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3.2
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Bylaws*
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31
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Sec. 302 Certification of Chief Executive Officer and Chief Financial Officer
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32
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Sec. 906 Certification of Chief Executive Officer and Chief Financial Officer
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101
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Interactive data files pursuant to Rule 405 of Regulation S-T
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