10QSB/A 1 visionenergy10qsb-a.txt AMENDMENT TO FORM 10-QSB ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 10-QSB/A --------------- (Mark One) [x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2006 ---------------- [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 88-1485907 --------------- VISION ENERGY GROUP, INC. (Exact name of the small business issuer as specified in its charter) --------------- NEVADA 88-0485907 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 4333 Admiralty Way, Suite 100P, Marina Del Rey, CA 90292 (Address of principal executive offices) 310-821-2244 (Issuer's telephone number) O'Hara Resources, LTD, 3950 E Sunset Rd., Las Vegas, NV 89102 (Former name and former address) 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 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 [_] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: The total number of shares of the Company's Common Stock , $.001 par value, outstanding on February 3, 2006 was 10,869,986. Transitional Small Business Disclosure Format (Check one) Yes [_] No [X] VISION ENERGY GROUP, INC. TABLE OF CONTENTS ----------------- PAGE(S) 3 ITEM 1. FINANACIAL STATEMENTS PAGE(S) 4 CONDENSED BALANCE SHEET AS OF JANUARY 31, 2006 (UNAUDITED) PAGE(S) 5 CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2006 AND 2005 (UNAUDITED) PAGE(S) 6-7 CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JANUARY 31, 2006 AND 2005 (UNAUDITED) PAGE(S) 8 STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE NINE MONTHS ENDED JANUARY 31, 2006 AND 2005 (UNAUDITED) PAGE(S) 9 NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF JANUARY 31, 2006 (UNAUDITED) PAGE(S) 10-11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION PAGE(S) 11 ITEM 3. CONTROLS AND PROCEDURES PAGE(S) 12 PART II- OTHER INFORMATION PAGE(S) 12 ITEM 1. LEGAL PROCEEDINGS PAGE(S) 12 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS PAGE(S) 12 ITEM 3. DEFAULTS UPON SENIOR SECURITIES PAGE(S) 12 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PAGE(S) 12 ITEM 5. OTHER INFORMATION PAGE(S) 12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits PART 1 FINANCIAL INFORMATION Item 1. Financial Statements As used herein, the term "Company" refers to Vision Energy Group, Inc., a Nevada corporation, and predecessors unless otherwise indicated. Unaudited, condensed interim financial statements including a balance sheet for the Company as of the period January 31, 2006 and statements of operations, and statements of cash flows for the interim period up to the date of such balance sheet and the comparable period of the preceding year plus the cumulative financials data since inception are attached hereto and are incorporated herein by this reference. BASIS OF PRESENTATION The accompanying unaudited financial statements are presented in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions for Form 10-QSB and Item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The accompanying statements should be read in conjunction with the audited financial statements for the year ended April 30, 2005. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading have been included. Operating results for the Nine months ended January 31, 2006 are not necessarily indicative of results that may be expected for the year ended April 30, 2005. The financial statements are presented on the accrual basis. 3 VISION ENERGY GROUP, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEET JANUARY 31, 2006 (UNAUDITED) ASSETS CURRENT ASSETS Cash $ 31,788 Accounts receivable 15,054 Current notes receivable 27,437 ----------- Total Current Assets 110,634 PROPERTY, PLANT & EQUIPMENT, NET 1,783 ----------- OTHER ASSETS Patents and trademarks 387,655 ----------- TOTAL ASSETS $ 463,716 =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accounts payable $ 82,670 Accrued expenses 457,492 Current notes payable 106,751 Current portion of long term debt 154,787 ----------- Total Current Liabilities 801,700 LONG-TERM LIABILITIES Notes payable 116,423 Notes payable - related party 38,364 Less: current portion of long-term debt (154,787) ----------- Total Liabilities 801,700 ----------- STOCKHOLDERS' EQUITY (DEFICIT) Capital stock, $.001 Par Value; 100,000,000 shares authorized; 11,534,486 outstanding 11,534 Additional paid-in capital 796,835 Deficit accumulated during the development stage (1,146,353) ----------- Total Stockholders' Deficit (337,984) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 463,716 =========== See accompanying notes to the unaudited condensed financial statements. 4 VISION ENERGY GROUP, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
For the For the For the For the Inception Three Three Nine Nine February 2, Months Months Months Months 1984 Ended Ended Ended Ended through January 31, January 31, January 31, January 31, January 31, 2006 2005 2006 2005 2006 ------------ ------------ ------------ ------------ ------------ NET SALES $ -- $ -- $ -- $ -- $ -- COST OF SALES -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ GROSS MARGIN -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ EXPENSES Depreciation and amortization 6,952 -- 20,856 -- 46,266 General and administrative expenses 393,027 26,436 587,850 71,888 1,056,870 ------------ ------------ ------------ ------------ ------------ Total expenses 399,979 26,436 608,706 71,888 1,103,136 ------------ ------------ ------------ ------------ ------------ Net loss from operations (75,979) (26,436) (608,706) (71,888) (1,103,136) ------------ ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE) Interest expense (5,821) -- (22,996) -- (43,217) Interest income -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ Total other income (expense) (5,821) -- (22,996) -- (43,217) ------------ ------------ ------------ ------------ ------------ NET LOSS BEFORE INCOME TAXES (405,800) (26,436) (631,702) (71,888) (1,146,353) PROVISION FOR INCOME TAXES -- -- -- -- -- ------------ ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ (405,800) $ (26,436) $ (631,702) $ (71,888) $ (1,146,353) ------------ ------------ ------------ ------------ ------------ BASIC AND DILUTED LOSS PER SHARE $ (0.04) $ (0.00) $ (0.06) $ (0.01) $ (0.12) ------------ ------------ ------------ ------------ ------------ WEIGHTED AVERAGE SHARES OUTSTANDING 11,382,806 9,618,781 11,040,926 9,618,781 9,483,262 ============ ============ ============ ============ ============
See accompanying notes to the unaudited condensed financial statements. 5 VISION ENERGY GROUP, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the For the Nine Nine From Months Months Inception Ended Ended through January 31, January 31, January 31, 2006 2005 2006 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (631,702) $ (71,887) (1,146,353) Adjustments to reconcile net loss from net cash used in operating activities: Depreciation and amortization 20,856 -- 46,266 Stock issued for services and expense reimbursements 324,000 -- 356,490 Changes in assets and liabilities: (Increase) decrease in accounts receivable -- -- (15,054) Increase (decrease) in accounts payable (5,170) -- 82,670 Increase (decrease) in accrued expenses 154,242 -- 271,070 ---------- ---------- ---------- Net cash used in operating activities (137,774) (71,887) (404,911) ---------- ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of fixed assets -- (2,176) (22,203) Payments for notes receivable (1,950) (15,848) (77,082) Payments received on notes receivable -- 50,893 49,645 ---------- ---------- ---------- Net cash used in investing activities (1,950) 32,869 (49,640) ---------- ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes payable 85,595 22,376 227,095 Principal payments on long-term debt (61,923) (11,907) (76,923) Proceeds from issuance of common stock 147,840 23,922 336,167 ---------- ---------- ---------- Net cash used in financing activities 171,512 34,391 486,339 ---------- ---------- ---------- NET INCREASE (DECREASE) IN CASH 31,788 (4,627) 31,788 CASH - BEGINNING OF PERIOD -- 14,976 -- ---------- ---------- ---------- CASH - END OF PERIOD $ 31,788 $ 10,349 31,788 ========== ========== ==========
See accompanying notes to the unaudited condensed financial statements. 6 VISION ENERGY GROUP, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine For the Nine Inception Months Ended Months Ended Through January 31, January 31, January 31, 2006 2005 2006 ------------ ----------- ---------- SUPPLEMENTAL CASH FLOW INFORMATION: Cash Paid for Interest $ 9,025 $ -- $ 9,025 ============ =========== ========== Cash Paid for Income Taxes $ -- $ -- $ -- ============ =========== ========== Non-cash activities: ============ =========== ========== Stock issued for services and expense reimbursements $ 324,000 $ -- $ 356,490 ============ =========== ==========
See accompanying notes to the unaudited condensed financial statements. 7 VISION ENERGY GROUP, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) FROM INCEPTION APRIL 12, 2002 TO JANUARY 31, 2006 (UNAUDITED)
Deficit Accumulated Capital Additional During the Stock Capital Stock Paid-in Development Shares Amount Capital Stage Total ----------- ----------- ----------- ----------- ----------- Balance April 12, 2002 -- $ -- $ -- $ -- $ -- Common stock issued to founders 7,490,000 7,490 -- -- 7,490 Common stock issued for cash 253,000 253 22,202 -- 22,455 Net loss from inception through April 30, 2003 -- -- -- (99,575) (99,575) ----------- ----------- ----------- ----------- ----------- Balance April 30, 2003 7,743,000 7,743 22,202 (99,575) (69,630) Common stock issued for cash 1,870,000 1,870 164,002 -- 165,872 Common stock issued for services 10,000 10 9,990 -- 10,000 Net loss for the year ended April 30, 2005 -- -- -- (183,680) (183,680) ----------- ----------- ----------- ----------- ----------- Balance April 30, 2004 9,623,000 9,623 196,194 (283,255) (77,438) Common stock issued for services 15,000 15 14,985 -- 15,000 Paid in capital for intangible assets -- -- 413,500 -- 413,500 Reverse merger adjustment (Vision Energy Group) 1,231,986 1,232 (299,019) -- (297,787) Net loss for the year ended April 30, 2006 -- -- -- (231,396) (231,396) ----------- ----------- ----------- ----------- ----------- Balance - April 30, 2005 10,869,986 10,870 325,660 (514,651) (178,121) Common stock issued for services 550,000 550 323,450 -- 324,000 Common stock issued for cash 114,500 114 147,725 -- 147,839 Net loss for the Nine months ended January 31, 2006 -- -- -- (631,702) (631,702) ----------- ----------- ----------- ----------- ----------- Balance - January 31, 2006 11,534,486 $ 11,534 $ 796,835 $(1,146,353) $ (337,984) =========== =========== =========== =========== ===========
See accompanying notes to the unaudited condensed financial statements. 8 VISION ENERGY GROUP, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 9 NOTE 1 BASIS OF PRESENTATION ------ --------------------- The interim financial statements at January 31, 2006 and for the nine month and three month periods ended January 31, 2006 and 2005 are unaudited, but include all adjustments which the Company considers necessary for a fair presentation. The accompanying unaudited financial statements are for the interim periods and do not include all disclosures normally provided in annual financial statements, and should be read in conjunction with the Company's Form 10-KSB for the year ended April 30, 2005. The accompanying unaudited interim financial statements for the three month and nine month periods ended January 31, 2006 and 2005, are not necessarily indicative of the results which can be expected for the entire year. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. NOTE 2 GOING CONCERN ------ ------------- The Company's condensed financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has a net loss from operations of $822,354, and negative working capital of $691,066, and a stockholders' deficit of $337,984 at January 31, 2006. These matters raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently taken to expand its future operations and raise capital provide the opportunity for the Company to continue as a going concern. NOTE 3 STOCK TRANSACTIONS ------ ------------------ None 9 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations The following discussion and analysis should be read in conjunction with our financial statements and the accompanying notes. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties in the forward-looking statements. These forward-looking statements may be impacted, either positively or negatively, by various factors. Our actual results may differ significantly from the results, expectations and plans discussed. This Report contains "forward looking statements" relating to our company's current expectations and beliefs. These include statements concerning operations, performance, financial condition, anticipated acquisitions and anticipated growth. Without limiting the generality of the foregoing, words such as "may", "will", "would", "expect", "believe", "anticipate", "intend", "could", "estimate", or "continue", or the negative or other variation thereof or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties which are beyond our company's control. Should one or more of these risks or uncertainties materialize or should our company's underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements. General Management is formulating the basis for acquisitions to complete its previously announced business plan. Additional opportunities have arisen that may allow the Company to expand the scope of business operations and more readily allow it to acquire the capital it requires. No actual operations other than these have been performed and none are anticipated until mid 2006. Results of Operations There were no revenues for the three and nine months ended January 31, 2006 or the three and nine months ended January 31, 2005. General and administrative expenses increased for the three and nine months ended January 31, 2006 compared to the same periods in 2005. These expenses were $393,027 and $587,851 for the three and nine months ended January 31, 2006 and $24,436 and $71,888 for the same periods in 2005, respectively. The increase for the three months ended January 31, 2006 over the same period in 2005 came from an increase in compensation $41,000, professional services $328,570, offset by small decreases in travel, entertainment, phone and supply costs for the nine months ended January 31, 2006. 10 For the three and nine months ended January 31, 2006 we recorded a net (loss) $(405,800) and $(631,702), respectively. This compares with a net (loss) of $(26,436) and $(71,888) during the corresponding prior periods in 2005. The Company is still in the developmental stage and is expected to continue to have losses until operational businesses are introduced during fiscal year 2006. Liquidity During the three months ended January 31, 2006, the Company's working capital decreased. This was due to lack of revenue and the payment of certain expenses, interest and debt. The Company does not currently have sufficient capital in its accounts, nor sufficient firm commitments for capital to assure its ability to meet its current obligations or to continue its planned operations. The Company is continuing to pursue working capital and additional revenue through the active search for the capital it needs to carry on its planned operations and acquisitions of going concerns. There is no assurance that any planned activities will be successful. Capital Resources As a result of its limited liquidity, the Company has limited access to additional capital resources. The Company does not have the capital to totally fund the obligations that have matured to any of its creditors and shareholders. Though the obtaining of the additional capital is not guaranteed, the management of the Company believes it will be able to obtain the capital required to meet its current obligations and actively pursue its planned business activities through the sale of its registered securities. Operations The operations of the Company are currently dormant except for the search for acquisitions and capital. Until the Company obtains the capital required to develop any properties or businesses and obtains the revenues needed from its future operations in order to meet its obligations, the Company will be dependent upon sources other than operating revenues to meet its operating and capital needs. Item 3. Controls and Procedures Based on an evaluation by Mr. Smith, the chief financial officer of the company, conducted as of the end of the period covered by this report, of the effectiveness of the company's disclosure controls and procedures it has been concluded that, as of the evaluation date, (i) the company's disclosure controls and procedures are effective and there were no deficiencies or material weaknesses of the company's disclosure controls and procedures, (ii) there were no changes in the internal controls or in other factors that could significantly affect internal controls subsequent to the evaluation date, and (iii) no corrective actions were required to be taken. The Company had no revenue during the first two quarters of 2006 and 2005. The Company has been dormant in its operations and is currently pursuing business combinations or the required capital needed to have current operations. 11 PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Unregistered Sales of Equity Securities and Use of Proceeds In May 2005, the Company received cash of $9,000 for 9,000 restricted common shares. These shares were not issued as of the end of the period reported in this statement. In July 2005, the Company received cash of $5,000 for 5,000 restricted common shares. These shares were not issued as of the end of the period reported in this statement. In August 2005, the Company received cash $90,500 for 90,500 restricted common shares. These shares were not issued as of the end of the period reported in this statement. In September 2005, the Company received cash $18,500 for 18,500 restricted common shares. These shares were not issued as of the end of the period reported in this statement. In January 2005, the Company received cash $20,000 for 20,000 restricted common shares. These shares were not issued as of the end of the period reported in this statement. Item 3. Defaults Upon Senior Securities. None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other information. None. Item 6. Exhibits and reports on Form 8-K. (a) Exhibits. --------- Exhibit No. Description ----------- ----------- 31.01 President and CFO certification Pursuant to 18 USC Section 1350, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2003 32.01 President and CFO certification pursuant to section 906 (b) Reports on From 8-K. -------------------- None 12 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Vision Energy Group, Inc. BY: /s/ Russell L. Smith ----------------------------------- Russell L. Smith, President, Chief Financial Officer and Director Dated: This 14th day of March 2006 13