10QSB 1 v097671_10qsb.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB
 
  (Mark One)
   
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarter ended September 30, 2007
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from _____ to _____
 
Commission File Number: 333-1366149

RUSSOIL CORPORATION
(Exact name of small business issuer as specified in its charter)

Nevada
 
20-5022973
(State of incorporation)
 
(IRS Employer ID Number)

230 Park Avenue
10th Floor
New York, New York 10169
(Address of principal executive offices)

(212) 551-1474
(Issuer's telephone number)

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 past 90 days. YES x NO o

Number of shares of common stock outstanding as of December 17, 2007: 210,000,000 shares of common stock.

Transitional Small Business Format Yes o No x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES x NO o
 

 
TABLE OF CONTENTS

 
 
Page
 
PART I
     
Item 1. Financial Statements
   
3
 
Item 2. Management’s Discussion and Analysis or Plan of Operation
   
15
 
Item 3. Controls and Procedures
   
18
 
PART II
       
Item 1. Legal Proceedings
   
19
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   
19
 
Item 3. Defaults Upon Senior Securities
   
19
 
Item 4. Submission of Matters to a Vote of Security Holders
   
19
 
Item 5. Other Information
   
19
 
Item 6. Exhibits
   
19
 
 
Explanatory Note: Particular attention should be made to Note 6 of the attached financial statements and "Item 2. Management's Discussion and Analysis or Plan of Operations - Share Exchange Agreement.” The Company has not fully consummated the Share Exchange Agreement with OJSC Smolenergy. As a result of the non-performance by the OJSC Smolenergy Stockholders in providing satisfactory evidence of ownership of the 51% equity interests in Gorstovoye LLC to the Company, the Combination Agreement has not been consummated.
2

 
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

RUSSOIL CORPORATION
(FORMERLY CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2007
(Unaudited)
 
ASSETS
       
Current assets
 
$
-
 
         
Other assets:
       
Deposits (Note )
   
200,000
 
         
Total assets
 
$
200,000
 
         
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
         
Current liabilities:
       
Accounts payable and accrued liabilities
 
$
124,774
 
Convertible note payable
   
200,000
 
Advances
   
150,000
 
Note payable
   
17,000
 
Total current liabilities
   
491,774
 
         
Commitments and contingencies
       
         
Deficiency in stockholders' equity
       
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding
   
-
 
Common stock, $0.0001 par value; 14,250,000,000 shares authorized; 342,000,000 shares issued and outstanding
   
3,420
 
Additional paid in capital
   
271,678
 
Deficit accumulated during development stage
   
(566,872
)
Total deficiency in stockholders' equity
   
(291,774
)
         
Total liabilities and deficiency in stockholders' equity
 
$
200,000
 
 
The accompanying notes are an integral part of these financial statements.
 
3

 
RUSSOIL CORPORATION
(FORMERLY CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                   
From June 7, 2006
 
                   
(date of  inception)
 
   
Three months ended September 30,
 
Nine months ended September 30,
 
through
 
   
2007
 
2006
 
2007
 
2006
 
September 30, 2007
 
Sales, net
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
                                 
Operating expenses:
                               
Selling, general and administrative
   
151,991
   
6,087
   
260,024
   
6,087
   
360,389
 
Total operating expenses
   
151,991
   
6,087
   
260,024
   
6,087
   
360,389
 
                                 
NET LOSS FROM OPERATIONS
   
(151,991
)
 
(6,087
)
 
(260,024
)
 
(6,087
)
 
(360,389
)
                                 
Other income (expense):
                               
Interest income (expense), net
   
(205,220
)
 
(246
)
 
(205,894
)
 
(246
)
 
(206,483
)
                                 
Net loss before provision for income taxes
   
(357,211
)
 
(6,333
)
 
(465,918
)
 
(6,333
)
 
(566,872
)
                                 
Income taxes (benefit)
   
-
   
-
   
-
   
-
   
-
 
                                 
NET LOSS
 
$
(357,211
)
$
(6,333
)
$
(465,918
)
$
(6,333
)
$
(566,872
)
                                 
Net loss per common share
                               
Basic and fully diluted
 
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
     
                                 
Weighted average number of common shares outstanding
                               
Basic and fully diluted
   
342,000,000
   
256,500,000
   
342,000,000
   
256,500,000
       

The accompanying notes are an integral part of these financial statements.
 
4


RUSSOIL CORPORATION
(FORMERLY CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JUNE 7, 2006 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2007
(Unaudited)
 
                       
Deficit
     
                       
Accumulated 
     
   
Preferred stock
 
Common stock
 
Additional
 
during development
     
   
Shares
 
Amount
 
Shares
 
Amount
 
Paid in capital
 
stage
 
Total
 
June 7, 2006, date of inception
   
-
 
$
-
   
-
 
$
-
 
$
-
 
$
-
 
$
-
 
                                             
Common stock issued in June 2006 to founders for services rendered
   
-
   
-
   
242,250,000
   
2,423
   
(1,573
)
 
-
   
850
 
                                             
Sale of common stock in June 2006
   
-
   
-
   
14,250,000
   
142
   
9,858
   
-
   
10,000
 
                                             
Sale of common stock, net of costs
   
-
   
-
   
85,500,000
   
855
   
63,393
   
-
   
64,248
 
                                             
Net loss
   
-
   
-
   
-
   
-
   
-
   
(100,954
)
 
(100,954
)
                                             
Balance, December 31, 2006
   
-
   
-
   
342,000,000
   
3,420
   
71,678
   
(100,954
)
 
(25,856
)
                                             
Beneficial conversion feature relating to convertible debenture
   
-
   
-
   
-
   
-
   
200,000
   
-
   
200,000
 
                                             
Net loss
   
-
   
-
   
-
   
-
   
-
   
(465,918
)
 
(465,918
)
                                             
Balance, September 30, 2007
   
-
 
$
-
   
342,000,000
 
$
3,420
 
$
271,678
 
$
(566,872
)
$
(291,774
)
 
The accompanying notes are an integral part of these financial statements.
 
5


RUSSOIL CORPORATION
(FORMERLY CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

           
From June 7, 2006
 
           
(date of inception)
 
   
Nine months ended September 30,
 
through
 
   
2007
 
2006
 
September 30, 2007
 
Cash flows from operating activities:
                   
Net loss
 
$
(465,918
)
$
(6,333
)
$
(566,872
)
Adjustments to reconcile net loss to net cash used in operating activities:
                   
Common stock issued for services rendered
   
-
   
850
   
850
 
Beneficial conversion feature relating to convertible debenture
   
200,000
   
-
   
200,000
 
Decrease (increase) in:
                   
Deposits
   
(200,000
)
 
-
   
(200,000
)
Increase (decrease) in:
                   
Accounts payable and accrued liabilities
   
115,918
   
3,263
   
124,774
 
Net cash used in operating activities:
   
(350,000
)
 
(2,220
)
 
(441,248
)
                     
Cash flows from investing activities:
   
-
   
-
   
-
 
                     
Cash flows from financing activities:
                   
Proceeds from advances, net
   
150,000
   
1,352
   
150,000
 
Proceeds from convertible debenture
   
200,000
   
-
   
200,000
 
Proceeds from note payable
   
-
   
17,000
   
17,000
 
Proceeds from sale of common stock
   
-
   
10,000
   
100,000
 
Payments of deferred offering costs
   
-
   
(25,752
)
 
(25,752
)
Net cash provided by financing activities:
   
350,000
   
2,600
   
441,248
 
                     
Net increase (decrease) in cash and cash equivalents
   
-
   
380
   
-
 
Cash and cash equivalents, beginning of period
   
-
   
-
   
-
 
                     
Cash and cash equivalents, end of period
 
$
-
 
$
380
 
$
-
 
                     
Supplemental Disclosures of Cash Flow Information:
                   
Cash paid during period for interest
 
$
-
 
$
-
 
$
-
 
Cash paid during period for taxes
 
$
-
 
$
-
 
$
-
 
 
The accompanying notes are an integral part of these financial statements.
 
6

RUSSOIL CORPORATION
(FORMERLY, CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

General
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-QSB, and therefore, do not include all the information necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2007. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated December 31, 2006 financial statements and footnotes thereto included in the Company's SEC Form 10-KSB.

Basis of Presentation

On May 20, 2007 RussOil Corporation (“RussOil”), a newly formed, wholly-owned subsidiary of the Company, merged with and into the Company, with the Company being the surviving corporation. The name of the surviving corporation was changed to RussOil Corporation. For accounting purposes this is a capital transaction and equivalent to the issuance of common stock by RussOil for the non-monetary assets of Cassidy Media, Inc.

The Company is in the development stage, as defined by Statement of Financial Accounting Standards No. 7 ("SFAS No. 7") and has not commenced planned principal operations. To date, the Company not generated revenues, has incurred expenses and has sustained losses. Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise. For the period from inception through June 30, 2007, the Company has accumulated losses of $566,872.
 
There can be no assurance that sufficient funds will be generated during the next year or thereafter from operations, or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital could force the Company to curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.

The Company is attempting to address its lack of liquidity by raising additional funds, either in the form of debt or equity or some combination thereof. There can be no assurances that the Company will be able to raise the additional funds it requires.

The accompanying condensed financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

7


RUSSOIL CORPORATION
(FORMERLY, CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (continued)

Reclassification
 
Certain prior period amounts have been reclassified for comparative purposes.

Stock Based Compensation
 
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of SFAS 123." This statement amends SFAS No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25 and related interpretations. Accordingly, compensation expense for stock options is measured as the excess, if any, of the fair market value of the Company's stock at the date of the grant over the exercise price of the related option. The Company has adopted the annual disclosure provisions of SFAS No. 148 in its financial reports for the year ended December 31, 2006 and for the subsequent periods. The Company did not issue employee options as stock-based compensation from date of inception through September 30, 2007 therefore has no unrecognized stock compensation related liabilities ended September 30, 2007.
 
On January 1, 2006, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock Based Compensation, to account for compensation costs under our stock option plans. We previously utilized the intrinsic value method under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (as amended) ("APB 25"). Under the intrinsic value method prescribed by APB 25, no compensation costs were recognized for our employee stock options because the option exercise price equaled the market price on the date of the grant. Prior to January 1, 2006 we only disclosed the pro forma effects on net income and earnings per share as if the fair value recognition provisions of SFAS 123(R) had been utilized.
 
In adopting SFAS No. 123(R), we elected to use the modified prospective method to account for the transition from the intrinsic value method to the fair value recognition method. Under modified prospective method, compensation cost is recognized from the adoption date forward for all new stock options granted and for any outstanding unvested awards as if the fair value method had been applied to those awards as of the date of the grant. In the nine months ended September 30, 2007; the Company did not grant any employee stock options.

8

 
RUSSOIL CORPORATION
(FORMERLY, CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (continued)

Revenue Recognition

Revenues are recognized in the period that services are provided. For revenue from product sales, the Company recognizes revenue in accordance with Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which superseded Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB101"). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. At September 30, 2007 the Company did not have any deferred revenue.

SAB 104 incorporates Emerging Issues Task Force 00-21 (“EITF 00-21”), MULTIPLE DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company’s financial position and results of operations was not significant.

Concentrations of Credit Risk

Financial instruments and related items which potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents. The Company places its cash and temporary cash investments with credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.

New Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155. “Accounting for certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and 140,” or SFAS No. 155. SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. We do not expect the adoption of SFAS 155 to have a material impact on our consolidated financial position, results of operations or cash flows.

In March 2006, the FASB issued FASB Statement No. 156, Accounting for Servicing of Financial Assets - an amendment to FASB Statement No. 140. Statement 156 requires that an entity recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a service contract under certain situations. The new standard is effective for fiscal years beginning after September 15, 2006. The adoption of SFAS No.156 did not have a material impact on the Company's financial position and results of operations.
 
9

 
RUSSOIL CORPORATION
(FORMERLY, CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (continued)

In July 2006, the FASB issued Interpretation No. 48 (FIN 48). “Accounting for uncertainty in Income Taxes”. FIN 48 clarifies the accounting for Income Taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition and clearly scopes income taxes out of SFAS 5, “Accounting for Contingencies”. FIN 48 is effective for fiscal years beginning after December 15, 2006. We have not yet evaluated the impact of adopting FIN 48 on our consolidated financial position, results of operations and cash flows.

In September 2006 the Financial Account Standards Board (the “FASB”) issued its Statement of Financial Accounting Standards 157, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. FAS 157 effective date is for fiscal years beginning after November 15, 2007. The Company does not expect adoption of this standard will have a material impact on its financial position, operations or cash flows.

In September 2006 the FASB issued its Statement of Financial Accounting Standards 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”. This Statement improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The effective date for an employer with publicly traded equity securities is as of the end of the fiscal year ending after December 15, 2006. The Company does not expect adoption of this standard will have a material impact on its financial position, operations or cash flows.


NOTE 2- ADVANCES

Advances from Bluewater Partners, S.A., and entity controlled by a Company shareholder, are payable on demand and are non-interest bearing.
 
NOTE 3 – NOTE PAYABLE 

Note payable consists of the following:

Note payable to related party, with a borrowing line of up to $20,000, bearing interest at 8% per annum and principal and interest payable July 5, 2008:
 
10

 
RUSSOIL CORPORATION
(FORMERLY, CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

NOTE 3 – NOTE PAYABLE (continued) 
      
Maturities of long-term debt are as follows:

Twelve Months Ending During
     
Note payable 
 
$
17,000
 
Less: current portion
   
(17,000
)
 
  $
-
 
 
NOTE 4 – CONVERTIBLE NOTE PAYABLE

On July 3, 2007, the Company issued a $200,000 convertible promissory note, due on demand with interest at 10% per annum. The note is convertible at any time, at the holder’s option, at $0.10 per share. The conversion price is subject to certain anti-dilutive adjustments.
 
In accordance with Emerging Issues Task Force Issue 98-5, Accounting for Convertible Securities with a Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (“EITF 98-5”), the Company recognized an imbedded beneficial conversion feature present in the Convertible Note. The Company allocated a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. The Company recognized and measured an aggregate of $200,000 of the proceeds, which is equal to the intrinsic value of the imbedded beneficial conversion feature, to additional paid-in capital and a discount against the Convertible Note. The debt discount attributed to the beneficial conversion feature is charged to current period earnings.
 
NOTE 5 – CAPITAL STOCK

Preferred stock

The Company is authorized to issue 5,000,000 $0.0001 par value shares of preferred stock. There are no issued or outstanding shares of preferred stock

Common Stock

The Company is authorized to issue 14,250,000,000 $0.00001 par value shares of its common stock. As of September 30, 2007; there are 342,000,000 shares issued and outstanding (see Note 8).

Effective April 30, 2007 the Company amended it’s Articles of Incorporation for the purpose of effecting a one for twenty-eight and a half (1 for 28.5) forward split of its common stock. In addition, the authorized common stock was increased from five hundred million (500M) shares, $.0001 par value to fourteen and a quarter billion (14.25B) shares, $.00001 par value. All share and per share data have been given retroactive effect to reflect this recapitalization.

In June 2006 the Company issued 242,250,000 shares of common stock valued at $850 to the Founders of the Company for services.

In July 2006 the Company sold 14,250,000 shares of common stock for $10,000 to private investors.
 
11

 
RUSSOIL CORPORATION
(FORMERLY, CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
 
NOTE 5 – CAPITAL STOCK (continued)

On October 15, 2006, The Company closed its offering to the public of up to a maximum of 85,500,000 shares of its common stock. The Company sold 85,500,000 shares in the Offering for gross proceeds of $90,000. Expenses of the Offering were $25,752 and the Company netted $64,248.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

Share Exchange Agreement

Pursuant to a Share Exchange Agreement dated May 31, 2007 (the “Combination Agreement”), by and among Russoil Corporation (“the Company”), OJSC Smolenergy (“Smolenergy”) and the stockholders of Smolenergy (the “Stockholders”), the Company will receive all of the issued and outstanding capital stock of Smolenergy from the Stockholders in exchange for 51% of the issued and outstanding capital stock of the Company. The closing of the combination is subject to the satisfaction of certain conditions including, but not limited to (i) the Company’s satisfactory due diligence of Smolenergy, its business, and management and financial; (ii) legal requirements; and (iii) Smolenergy’s delivery to the Company of financial statements accurately prepared according to U.S. GAAP, SEC Regulation S-X and the Sarbanes Oxley Act. A closing was held on September 10, 2007 with certain post-closing obligations to be completed thereafter. As a result of the non-performance by Smolenergy Stockholders in providing satisfactory evidence of ownership of the 51% equity interests in Gorstovoye LLC to the Company, the Combination Agreement has not been consummated.

Smolenergy is a privately held company organized under the laws of the Russian Federation that has informed the Company that it is engaged in the exploration and development of oil and gas wells in South Western Siberia.

Upon consummation of the Confirmation Agreement, the Smolenergy Stockholders will control the Company’s Board of Directors and under certain conditions, will be able to increase their holdings in the Company by an additional twenty (20%) percent.

As a result of the Combination Agreement, there will be a change in control of The Company. In accordance with SFAS No. 141, Russoil will be the acquiring entity. While the transaction is accounted for using the purchased method of accounting in substance the Agreement is a recapitalization of Smolenergy’s capital structure.

For accounting purposes, the Company will account for the transaction as a reverse merger with Smolenergy being the “accounting acquirer”.  The Company will not recognize goodwill or any intangible assets in connection with the transaction.

Agreement to Sublicense

Pursuant to an Agreement dated as of June 9, 2007, by and among the Company, Smolenergy and Selection Oil Limited (“Selection”), the Company has agreed to issue 4,000,000 shares of its common stock in consideration for Selection agreeing to sublicense a certain portion of Selection’s oilfield to Smolenergy. Selection’s license is situated it Tomsk, Russia. The completion of the transaction is subject to the satisfaction of certain conditions including, but not limited to (i) the Company’s satisfactory due diligence of Selection’s license and field; (ii) legal requirements, and (iii) the Company’s acquisition of Smolenergy. There can be no assurance that the necessary prerequisites will occur, that the agreement with Selection will be consummated or the license or the wells acquired will ever prove to be of financial benefit to the Company.
 
12

RUSSOIL CORPORATION
(FORMERLY, CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

NOTE 7 – GOING CONCERN MATTERS
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements during the period June 7, 2006 through September 30, 2007, the Company incurred a loss of $566,872. These factors among others may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The Company's existence is dependent upon management's ability to develop profitable operations and there can be no assurance that the Company's efforts will be successful. However, the planned principal operations have not commenced and no assurance can be given that management's actions will result in profitable operations or the resolution of its liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

In order to improve the Company's liquidity, the Company's management is actively pursuing additional equity financing through discussions with investment bankers and private investors. There can be no assurance the Company will be successful in its effort to secure additional equity financing

NOTE 8 – SUBSEQUENT EVENTS – CORPORATE RESTRUCTURE
Pursuant to a Share Exchange Agreement dated May 31, 2007 (the “Combination Agreement”) as described in Note 6 above, the Company issued 110,000,000 shares of its common stock on, December 6, 2007, and cancelled an additional 242,000,000 shares as required. Pending consummation of the Combination Agreement, the Company will acquire all the issued and outstanding capital stock of OJSC Smolenergy (“Smolenergy”) in exchange for 51% of the issued and outstanding capital stock of the Company.
 
13

 
RUSSOIL CORPORATION
(FORMERLY, CASSIDY MEDIA, INC.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007

NOTE 8 – SUBSEQUENT EVENTS (continued)

In October and November 2007, the Company received $530,000 in common stock subscriptions at $0.50 per share including $200,000 in subscriptions from BlueWaters Partners, S.A.
 
14

 
Item 2. Management’s Discussion and Analysis or Plan of Operations.

As used in this Form 10-QSB, references to the "Company," "we," “our” or "us" refer to RussOil Corporation. unless the context otherwise indicates.

Forward-Looking Statements

The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-QSB. This Form 10-QSB contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Overview

We were incorporated under Nevada law on June 7, 2006 under the corporate name Cassidy Media, Inc. On April 25, 2007, there was a change of control, which was followed by the filing of a Certificate of Change with the Secretary of State of Nevada to effect a 28.5-for-1 forward stock split of our common stock. We have also merged into our newly-formed wholly-owned subsidiary, RussOil Corporation and have changed our corporate name to RussOil Corporation.
 
We are a development stage company that has not generated any revenue. From June 7, 2006 until April 23, 2007, we intended to become an online marketing and media solutions firm, providing to our clients consulting services with respect to the creative process, production, planning and placement of online advertisements. We intended to offer the media marketing products and services such as web site development; (ii) development of internet commercials, flash banners; and online presentation.

On April 25, 2007, Silvestre Hutchinson acquired control of our Company by purchasing from Kimberly A. Hennessey, our then President, Chief Executive Officer, Chief Financial Officer, and Director, 8,000,000 shares of our common stock owned by Ms. Hennessey pursuant to and in accordance with a Stock Purchase Agreement, dated April 25, 2007, between Mr. Hutchinson and Ms. Hennessey. Such purchased shares represented 66.67% of our outstanding shares of common stock. In connection with such agreement, our then officers resigned from their positions with our Company and Mr. Hutchinson was appointed as the President, Chief Executive Officer, and Chief Financial Officer, Secretary, and as a director of the Company. In addition, Ms. Hennessey resigned from her position as director of the Company effective ten days after the filing and mailing of an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, with respect to such change in control. Following such resignation, Mr. Hutchinson became the sole director and officer of the Company.

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Following Mr. Hutchinson’s acquisition of control of our Company on April 25, 2007, we have changed our business plans. We no longer intend to engage in online marketing consulting. Instead, on May 31, 2007, we entered into a Combination Agreement and the acquisition of Smolenergy was thereafter completed.
 
Capital Structure

Effective April 30, 2007 the Company amended it’s Articles of Incorporation for the purpose of effecting a one for twenty-eight and a half (1 for 28.5) forward split of its common stock. In addition, the authorized common stock was increased from five hundred million (500M) shares, $.0001 par value to fourteen and a quarter billion (14.25B) shares, $.00001 par value. All share and per share data have been given retroactive effect to reflect this recapitalization.

Share Exchange Agreement

Pursuant to a Share Exchange Agreement dated as of May 31, 2007 (the “Combination Agreement”), by and among Russoil Corporation (the “Company”), OJSC Smolenergy (“Smolenergy”) and the stockholders of Smolenergy (the “Stockholders”), the Company was to have received all of the issued and outstanding capital stock of Smolenergy from the Stockholders in exchange for approximately 51% of the issued and outstanding capital stock of the Company. The Combination Agreement is being restructured as Smolenergy was found to be indebted to the person ( the “Prior Owner”) who transferred 51% of the equity interests in Gorstovoye, LLC, Smolenergy’s majority owned subsidiary, and operational base, to Smolenergy for approximately $26,000,000 on or about May 25, 2007. Gorstovoye’s oilfield is situated in the Tomsk region of Southwestern Siberia. It is anticipated that the restructuring will entail the Prior Owner’s cancellation of all indebtedness of Smolenergy, relating to Gorstovoye, in exchange for the shares of the Company’s common stock that was to be transferred to Smolenergy’s shareholders, who also will surrender their holdings in Smolenergy. As a result of the non-performance by the Stockholders in providing satisfactory evidence of ownership of the 51% equity interests in Gorstovoye LLC to the Company, the Combination Agreement has not been consummated.
 
Pursuant to an Agreement dated as of June 9, 2007, by and among the Company, Smolenergy and Selection Oil Limited (“Selection”), the Company has agreed to issue 4,000,000 shares of its common stock in consideration for Selection agreeing to sublicense a certain portion of Selection’s oilfield to Smolenergy. Selection’s license area is also situated in Tomsk.

There can be no assurance that the necessary prerequisites will occur, that the foregoing agreement will be consummated, or the license or the wells acquired will ever prove to be of financial benefit to the Company.

Smolenergy is privately held, organized under the laws of the Russian Federation, and is engaged in the exploration and development of oil and gas wells in Southwestern Siberia.

Subject to the Combination Agreement closing, the Prior Owner was able to control the Company’s Board of Directors and under certain conditions, will be able to increase his holdings in the Company by an additional twenty (20%) percent.

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For the quarter ending September 30, 2007, Our Company was a "blank check" company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), the Company also qualified as a “shell company,” because it had no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

Plan of Operation

As of September 30, 2007, we were in the development stage and having no revenue or business operations. As described above, with the Share Exchange Agreement dated as of May 31, 2007 (the “Combination Agreement”), by and among Russoil Corporation (the “Company”), OJSC Smolenergy (“Smolenergy”) and the stockholders of Smolenergy (the “Stockholders”), consummated on December 6, 2007, we expect no longer to be in development stage by December 31, 2007.

We expect that we will need to raise funds in order to effectuate our business plans. We intend initially to seek additional investors to purchase our stock to provide us with working capital to fund our operations. Thereafter, we will seek to establish or acquire businesses or assets with additional funds raised either via the issuance of shares or debt. There can be no assurance that additional capital will be available to us. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement with a third party. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements currently in effect, our inability to raise funds will have a severe negative impact on our ability to remain a viable company. In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan.

As of September 30, 2007, we had no cash. We incurred a net loss of $ 566,872 for the period June 7, 2006 (dare of inception) to September 30, 2007. In addition, we had a working capital deficit of $ 491,774 as of September 30, 2007.

Product Research and Development

We do not anticipate undertaking incurring any material product research and development activities during the next twelve months.

 Acquisition of Plant and Equipment and Other Assets

We do not anticipate the sale of any material property, plant or equipment during the next 12 months. We do anticipate the acquisition of material property, plant or equipment during the next 12 months for the operations of Smolenergy. Presently we are not able to estimate the dollar amount of the costs of such acquisitions assuming that sufficient funds are available to the Company of which no assurances can be given.

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Number of Employees

From our inception through the period ended September 30, 2007, we have principally relied on the services of outside consultants. In order for us to attract and retain quality personnel, we anticipate we will have to offer competitive salaries to future employees. We anticipate that it may become desirable to add additional full and or part time employees to discharge certain critical functions during the next 12 months.

This projected increase in personnel is dependent upon our ability to generate revenues and obtain sources of financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the projected increase in the number of employees. As we continue to expand, we will incur additional cost for personnel.

Going Concern Consideration
 
The condensed financial statements contained in this Report have been prepared on a ‘going concern’ basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the reasons discussed in this Report, there is a significant risk that we will be unable to continue as a going concern, in which case, you would suffer a total loss on your investment in our Company.
 
Inflation

It is the opinion of the Company that inflation has not had a material effect on its operations.

Off-Balance Sheet Arrangements

None.

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-QSB and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer and Chief Financial Officer.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 
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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Purchases of equity securities by the issuer and affiliated purchasers

None.
 
Item 3. Defaults Upon Senior Securities.

None.
 
Item 4. Submission of Matters to a Vote of Security Holders.

There was no matter submitted to a vote of security holders during the fiscal quarter ended September 30, 2007.

Item 5. Other Information.

None.

Item 6. Exhibits

 
(a)
Exhibits (filed herewith)
 
 
31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).
 
 
31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)).
 
 
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)).
 
 
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(b)).

19


SIGNATURES

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.
 
 
RUSSOIL CORPORATION
   
Date: December 19, 2007
By:
/s/ Evgeny Bagay
   
Name:
Evgeny Bagay
   
Title:
Chief Executive Officer
   
(Principal Executive Officer)
   
Date: December 19, 2007
By:
/s/ Evgeny Fedosov
   
Name:
Evgeny Fedosov
   
Title:
Chief Financial Officer
   
(Principal Financial and Accounting
   
Officer)