UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x |
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2014 |
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OR |
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
File Number: 000-54482
CN RESOURCES INC.
(Exact name of registrant as specified
in its charter)
NEVADA
(State or other jurisdiction of incorporation
or organization)
255 Duncan Mill Road, Suite 203
Toronto, Ontario
Canada M3B 3H9
(Address of principal executive offices,
including zip code)
(416) 510-2991
(Registrant’s 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 o
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 o
NO x
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 |
o |
Accelerated Filer |
o |
|
Non-accelerated Filer |
o |
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 o
NO x
State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable date: 56,100,000 as of October 14, 2014.
TABLE OF CONTENTS
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Page |
PART I |
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Item 1. |
Financial Statements |
3 |
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Balance Sheets |
3 |
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Statements of Expenses |
4 |
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Statements of Cash Flows |
5 |
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Notes to the Financial Statements |
6 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
7 |
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Item 3. |
Quantitative and Qualitative Disclosures About Market Risk |
8 |
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Item 4. |
Controls and Procedures |
8 |
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PART II |
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Item 1. |
Legal Proceedings |
8 |
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Item 1A. |
Risk Factors |
8 |
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Item 2. |
Changes in Securities and Use of Proceeds |
8 |
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Item 6. |
Exhibits |
8 |
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Signatures |
9 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CN RESOURCES INC.
Balance Sheets
(Unaudited)
| |
August 31,
2014 | | |
May 31,
2014 | |
Assets | |
| | |
| |
| |
| | |
| |
Current assets | |
| | |
| |
Cash and cash equivalents | |
$ | 6,084,490 | | |
$ | 6,052,324 | |
Accounts receivable | |
| 93,173 | | |
| 61,332 | |
Other receivable | |
| 5,201 | | |
| 4,296 | |
Total current assets | |
$ | 6,182,864 | | |
$ | 6,117,952 | |
| |
| | | |
| | |
Oil and gas properties (successful efforts), net | |
$ | 429,821 | | |
$ | 451,043 | |
| |
| | | |
| | |
Total assets | |
$ | 6,612,685 | | |
$ | 6,568,995 | |
| |
| | | |
| | |
Liabilities and Stockholders' Equity | |
| | | |
| | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 5,370 | | |
$ | 5,952 | |
Due to director | |
| 337,672 | | |
| 319,492 | |
Total current liabilities | |
| 343,042 | | |
| 325,444 | |
| |
| | | |
| | |
Asset retirement obligation | |
| 6,190 | | |
| 5,960 | |
| |
| | | |
| | |
Total liabilities | |
| 349,232 | | |
| 331,404 | |
| |
| | | |
| | |
Stockholders' equity | |
| | | |
| | |
Common stock,100,000,000 of shares authorized with $0.00001par value, 56,100,000 issued and outstanding | |
| 561 | | |
| 561 | |
Preferred stock,100,000,000 shares authorized with $0.00001par value, none issued | |
| - | | |
| - | |
Additional paid-in capital | |
| 6,514,639 | | |
| 6,514,639 | |
Accumulated deficit during the development stage | |
| (251,747 | ) | |
| (277,609 | ) |
Total stockholders' equity | |
| 6,263,453 | | |
| 6,237,591 | |
| |
| | | |
| | |
Total liabilities and stockholders' equity | |
$ | 6,612,685 | | |
$ | 6,568,995 | |
The accompanying
notes are an integral part of these unaudited financial statements.
CN RESOURCES INC.
Statements of Operations
(Unaudited)
| |
For the Three Months Ended | |
| |
August 31 | | |
August 31 | |
| |
2014 | | |
2013 | |
| |
| | |
| |
Revenue | |
| | |
| |
Oil production | |
$ | 115,067 | | |
| - | |
| |
| | | |
| | |
Cost of sales | |
| | | |
| | |
Royalties | |
| 24,410 | | |
| - | |
Cost of production | |
| 7,534 | | |
| - | |
| |
$ | 31,944 | | |
| - | |
| |
| | | |
| | |
Gross Profit | |
$ | 83,123 | | |
$ | - | |
| |
| | | |
| | |
Accretion expenses | |
| 230 | | |
| | |
Bank service charge | |
| 5 | | |
| 49 | |
Depreciation and depletion | |
| 35,069 | | |
| - | |
General and administrative expenses | |
| 9,000 | | |
| 9,550 | |
Management fee | |
| 6,000 | | |
| 6,000 | |
Professional fees | |
| 4,360 | | |
| 2,000 | |
Regulatory filing | |
| 2,597 | | |
| - | |
Total operating expenses | |
| 57,261 | | |
| 17,599 | |
| |
| | | |
| | |
Net income (loss) for the period | |
$ | 25,862 | | |
$ | (17,599 | ) |
| |
| | | |
| | |
Loss per common share - basic and diluted | |
$ | 0.00 | | |
$ | (0.00 | ) |
| |
| | | |
| | |
Weighted average common shares | |
| | | |
| | |
outstanding - basic and diluted | |
| 56,100,000 | | |
| 26,100,000 | |
The accompanying notes
are an integral part of these unaudited interim financial statements.
CN RESOURCES INC.
Statements of Cash Flows
(Unaudited)
CN RESOURCES INC. |
Statements of Cash Flows |
(Unaudited) |
| |
| | |
| |
| |
For the three Months | | |
For the three Months | |
| |
ended | | |
ended | |
| |
August 31, 2014 | | |
August 31, 2013 | |
| |
| | |
| |
| |
| | |
| |
Cash Flows From Operating Activities | |
| | | |
| | |
Net Income (loss) for the period | |
$ | 25,862 | | |
$ | (17,599 | ) |
Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | |
Depreciation, depletion and accretion | |
| 35,299 | | |
| - | |
Changes in operating assets and liabilities | |
| | | |
| | |
Accounts receivable | |
| (31,841 | ) | |
| - | |
Other receivable | |
| (905 | ) | |
| - | |
Accounts payable | |
| 198 | | |
| (1,601 | ) |
Net cash used in operating activities | |
| 28,613 | | |
| (19,200 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities | |
| | | |
| | |
Cash invested in oil and gas property | |
| (13,847 | ) | |
| - | |
Net cash used in investing activities | |
| (13,847 | ) | |
| - | |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Proceeds from Director advances | |
| 17,400 | | |
| 12,151 | |
Net cash (used in) provided by financing activities | |
| 17,400 | | |
| 12,151 | |
| |
| | | |
| | |
Net increase (decrease) in cash and cash equivalents | |
| 32,166 | | |
| (7,049 | ) |
Cash and cash equivalents, beginning of the period | |
| 6,052,324 | | |
| 25,468 | |
Cash and cash equivalents, end of the period | |
$ | 6,084,490 | | |
$ | 18,419 | |
The accompanying notes
are an integral part of these unaudited interim financial statements.
CN RESOURCES INC.
Notes to the Financial Statements
(Unaudited)
August 31, 2014
1. BUSINESS OPERATIONS
CN Resources Inc. is an independent energy
company engaged in the exploration, development, production, and sale of crude oil. Our operations are conducted through a 100%
wholly owned Ontario Corporation (also named CN Resources Inc.) which owns a producing joint venture oil well in the Redwater area
in Alberta, Canada.
2. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of the Company
have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto
contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results
of operations for the interim period presented have been reflected herein. The results of operations for the interim period are
not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially
duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form
10-K, have been omitted.
3. DUE TO DIRECTOR
The director loans the company money from time
to time on an interest-free due-on-demand basis. As of August 31, 2014, the total amount advanced and unpaid is $337,672 including
$91,837 the director paid for the equipment of the joint venture well.
The Company is currently using the office space
from its President and CEO and on rent free basis.
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
This section of
this annual report 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 statements are subject
to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
The following discussion and analysis
presents management's perspective of our business, financial condition, and overall performance. This information is intended to
provide investors with an understanding of our past performance, current financial condition, and outlook for the future, and should
be read in conjunction with our Audited Annual Financial Statements Form 10-K.
OVERVIEW OF THE COMPANY
CN Resources Inc. is an independent energy
company engaged in the exploration, development, production, and sale of crude oil. Our operations are conducted through a 100%
wholly owned Ontario Corporation (also named CN Resources Inc.) which owns a producing joint venture oil well in the Redwater area
in Alberta, Canada.
The Company’s immediate core strategy
is to create and enhance shareholder value by acquiring proved developed and producing light oil assets, optimize the producing
assets to increase production and fully develop the assets potential for reserves. Management believes that this is the best approach
to create shareholder value based on risk and rewards analysis.
Results of Operations
The
following is
a discussion
of our
results of
operations, financial condition
and capital
resources. You should
read this
discussion in
conjunction with
our Financial Statements
and the Notes
thereto contained elsewhere
in this
Form 10-Q.
Comparative results
of operations
for the
periods indicated are
discussed below.
The
following table
sets forth certain
of our oil
operating information for
the three
months ended August
31, 2014. The Company did not produce any oil in the three months ended August
31, 2013.
| |
2014 | |
Production Data : | |
| | |
Oil production (bbls) | |
| 1,500 | |
Average daily oil production (bbl/d) | |
| 16 | |
Revenue Data : | |
| | |
Oil revenue ($) | |
| 115,067 | |
Average realized oil sales price ($/bbl) | |
| 76.71 | |
Royalty expenses | |
| 24,410 | |
Production expenses | |
| 7,534 | |
Average operating expenses ($/boe) | |
| 21.29 | |
Operating Margin ($/bbl) | |
| 55.42 | |
Depreciation, depletion, and amortization | |
| 35,069 | |
Liquidity and
Capital Resources
On May 28, 2014,
we closed an equity financing of $6,000,000 and as at August 31, 2014, we have cash on hand of $6,084,490 and oil revenue receivable
of $93,173. We have no material third party debt other than debt owed to our Director and Officer.
Planned Capital
Expenditures
The Company is evaluating its various
options in its development strategies, have not committed to any specific capital expenditure at this time.
Off
Balance Sheet Arrangements
We
have no
off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller
reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Under the supervision
and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have
evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end
of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer
have concluded that these disclosure controls and procedures are not effective due to limited segregation of duties, lack of independent
directors, and no written internal control procedure manual. The Company plans to address the weakness in control as soon as the
Company considers that the financial situation allows the Company to spend the limited resources to mitigate the weakness in control.
There were no material
changes in our internal control over financial reporting during the quarter ended August 31, 2014 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not aware of any pending or threatened
litigation against us or our officers and director in their capacity as such.
ITEM 1A. RISK FACTORS
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 2. CHANGES IN SECURITIES
AND USE OF PROCEEDS.
There is no change in securities in
the three-month period ended August 31, 2014.
ITEM 6. EXHIBITS
Exhibit |
|
Description |
31.01 |
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.01 |
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
|
XBRL Instance Document |
101.SCH |
|
XBRL Taxonomy Extension Schema Document |
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
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XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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CN Resources Inc. |
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Date: October 14, 2014 |
By: |
/s/ Oliver Xing |
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Oliver Xing |
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President, Principal Executive Officer,
Principal Accounting Officer,
Principal Financial Officer,
Secretary/Treasurer and sole member of the Board of Directors |
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9
Exhibit 31.01
SARBANES-OXLEY SECTION 302(a) CERTIFICATION
I, Oliver Xing, certify that:
1. |
I have reviewed this Form 10-Q for the period ended August 31, 2014 of CN Resources Inc.; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
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4. |
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and, |
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d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 14, 2014 |
/s/ Oliver Xing |
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Oliver Xing |
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Principal Executive Officer and Principal Financial Officer |
Exhibit 32.01
CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Quarterly Report
of CN Resources Inc. (the “Company”) on Form 10-Q for the period ended August 31, 2014, as filed with the Securities
and Exchange Commission on the date hereof (the “report”), I, Oliver Xing, Chief Executive Officer and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:
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(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: October 14, 2014 |
/s/ Oliver Xing |
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Oliver Xing |
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Chief Executive Officer and Chief Financial Officer |
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