Nevada
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88-0409170
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company ý
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Page
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PART I. FINANCIAL INFORMATION
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Item 1.
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Financial Statements:
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Balance Sheets (Unaudited)
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3
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Statements of Operations (Unaudited)
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4
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Statements of Cash Flows (Unaudited)
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5
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Notes to Financial Statements (Unaudited)
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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11
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk
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14
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Item 4.
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Controls and Procedures
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14
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PART II. OTHER INFORMATION
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Item 1.
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Legal Proceedings
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15
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Item 1A.
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Risk Factors
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15
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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15
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Item 3. | Defaults Upon Senior Securities | 15 |
Item 4.
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Mine Safety Disclosures
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15
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Item 5.
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Other Information
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15
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Item 6.
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Exhibits
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16
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SIGNATURES
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17
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TRAILBLAZER RESOURCES, INC.
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||||||||
BALANCE SHEETS
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||||||||
(Unaudited)
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(Audited)
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|||||||
September 30,
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December 31,
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|||||||
2013
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2012
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|||||||
ASSETS
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Current assets:
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||||||||
Cash
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$ | 1,146 | $ | 5,001 | ||||
Total current assets
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1,146 | 5,001 | ||||||
Debt issuance costs, net
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206,526 | - | ||||||
Total assets
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$ | 207,672 | $ | 5,001 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current liabilities:
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||||||||
Convertible notes payable
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$ | 550,000 | $ | 625,000 | ||||
Accounts payable
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85,344 | 106,363 | ||||||
Advances from shareholders
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183,466 | 193,466 | ||||||
Note payable to shareholder
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64,538 | - | ||||||
Accrued expenses
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77,819 | 73,264 | ||||||
Total current liabilities
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961,167 | 998,093 | ||||||
Long-term advance from shareholders
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- | 60,000 | ||||||
Revolving convertible note, shareholder
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250,000 | - | ||||||
Total liabilities
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1,211,167 | 1,058,093 | ||||||
Stockholders' deficit:
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||||||||
Common stock - $.001 par value; 100,000,000 shares
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||||||||
authorized, 28,272,504 and 28,069,882 shares issued and outstanding at
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||||||||
September 30, 2013 and December 31, 2012, respectively
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28,272 | 28,070 | ||||||
Additional paid-in capital
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23,314,098 | 22,162,950 | ||||||
Accumulated deficit
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(24,345,865 | ) | (23,244,112 | ) | ||||
Total stockholders' deficit
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(1,003,495 | ) | (1,053,092 | ) | ||||
Total liabilities and stockholders' deficit
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$ | 207,672 | $ | 5,001 |
TRAILBLAZER RESOURCES, INC.
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||||||||||||||||
STATEMENTS OF OPERATIONS
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||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
For the Three Months Ended September 30,
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For the Nine Months Ended September 30,
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|||||||||||||||
2013
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2012
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2013
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2012
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Revenue
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$ | - | $ | - | $ | - | $ | - | ||||||||
Operating expenses:
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||||||||||||||||
General and administrative expenses
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72,109 | 510,765 | 242,373 | 1,838,507 | ||||||||||||
Investor relations expense
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766,750 | - | 778,060 | - | ||||||||||||
Total operating expenses
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838,859 | 510,765 | 1,020,433 | 1,838,507 | ||||||||||||
Loss from operations
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(838,859 | ) | (510,765 | ) | (1,020,433 | ) | (1,838,507 | ) | ||||||||
Other expense:
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||||||||||||||||
Interest expense
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(37,550 | ) | (9,452 | ) | (81,320 | ) | (26,206 | ) | ||||||||
Total other expense
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(37,550 | ) | (9,452 | ) | (81,320 | ) | (26,206 | ) | ||||||||
Income tax provision (benefit)
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- | - | - | - | ||||||||||||
Net loss
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$ | (876,409 | ) | $ | (520,217 | ) | $ | (1,101,753 | ) | $ | (1,864,713 | ) | ||||
Net loss per common share - basic and diluted
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$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.07 | ) | ||||
Weighted average shares outstanding - basic and diluted
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28,260,107 | 28,072,610 | 28,153,567 | 26,317,846 |
TRAILBLAZERS RESOURCES, INC.
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STATEMENTS OF CASH FLOWS
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||||||||
(Unaudited) | ||||||||
Nine Months Ended | ||||||||
September 30, | ||||||||
2013
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2012
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|||||||
Cash flows from operating activities:
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||||||||
Net loss
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$ | (1,101,753 | ) | $ | (1,864,713 | ) | ||
Adjustments to reconcile net loss to net cash used in
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||||||||
operating activities:
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||||||||
Amortization of debt issuance costs
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43,474 | - | ||||||
Non-cash investor relations expense
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778,060 | - | ||||||
Bad debt expense
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107,773 | - | ||||||
Expenses paid directly by shareholders and added to advances
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82,227 | - | ||||||
Amortization of prepaid consulting expense
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- | 1,750,000 | ||||||
Stock issued for professional services
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5,000 | - | ||||||
Changes in operating assets and liabilities:
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||||||||
Accounts payable
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43,519 | 88,507 | ||||||
Accrued expenses
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37,845 | 26,206 | ||||||
Net cash used in operating activities
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(3,855 | ) | - | |||||
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||||||||
Cash flows from investing activities:
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||||||||
Net cash used in investing activities
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- | - | ||||||
Cash flows from financing activities:
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||||||||
Net cash provided by financing activities
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- | - | ||||||
Net decrease in cash and cash equivalents
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(3,855 | ) | - | |||||
Cash and cash equivalents:
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||||||||
Beginning of period
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5,001 | - | ||||||
End of period
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$ | 1,146 | $ | - | ||||
Supplemental cash flow information:
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||||||||
Cash paid during the period for interest
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$ | - | $ | - | ||||
Accounts payable paid directly by certain shareholders as advances
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- | 131,485 | ||||||
Increase in debt isuance costs in connection with beneficial conversion feature on
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||||||||
revolving convertible note, shareholder
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250,000 | - | ||||||
Accrued interest paid with common stock
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33,290 | 36,858 | ||||||
Convertible debt converted to common stock
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75,000 | 50,000 | ||||||
Accrued expenses paid with common stock
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- | 30,000 | ||||||
Common stock issued for prepaid consulting agreement
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- | 1,750,000 | ||||||
Expenses and advances to unrelated parties paid directly by shareholder in exchange
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||||||||
for revolving convertible note, shareholder
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190,000 | - | ||||||
Shareholder advances converted to revolving convertible note, shareholder
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60,000 | - | ||||||
Shareholder advances converted to shares of common stock
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10,000 | - | ||||||
Shares issued for professional services
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5,000 | - | ||||||
Accounts payable converted to note payable, shareholder
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64,538 | - |
Balance at January 1, 2012
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$ | 675,000 | ||
Less: conversion of debt to common stock
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(50,000 | ) | ||
Balance at December 31, 2012
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625,000 | |||
Less: conversion of debt to common stock
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(75,000 | ) | ||
Balance at September 30, 2013
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$ | 550,000 |
Three Months
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Three Months
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Nine Months
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Nine Months
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|||||||||||||
Ended
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Ended
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Ended
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Ended
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September 30, 2013
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September 30, 2012
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September 30, 2013
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September 30, 2012
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Basic loss per share calculation:
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||||||||||||||||
Net (loss) from continuing operations to common shareholders
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$ | (876,409 | ) | $ | (520,217 | ) | $ | (1,101,753 | ) | $ | (1,864,713 | ) | ||||
Net (loss) to common shareholders
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$ | (876,409 | ) | $ | (520,217 | ) | $ | (1,101,753 | ) | $ | (1,864,713 | ) | ||||
Weighted average common shares outstanding
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28,260,107 | 28,072,610 | 28,153,567 | 26,317,846 | ||||||||||||
Net loss per share from continuing opeations
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$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.07 | ) | ||||
Basic net loss per share
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$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.07 | ) | ||||
Diluted loss per share calculation:
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||||||||||||||||
Net (Loss) from continuing operations to common shareholders
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$ | (876,409 | ) | $ | (520,217 | ) | $ | (1,101,753 | ) | $ | (1,864,713 | ) | ||||
Net income (loss) to common shareholders
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$ | (876,409 | ) | $ | (520,217 | ) | $ | (1,101,753 | ) | $ | (1,864,713 | ) | ||||
Weighted average common shares outstanding
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28,260,107 | 28,072,610 | 28,153,567 | 26,317,846 | ||||||||||||
Convertible debentures (1)
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- | - | - | - | ||||||||||||
Warrants (2)
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- | - | - | - | ||||||||||||
Options (3)
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- | - | - | - | ||||||||||||
Revolving convertible promissory note (4)
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- | - | - | - | ||||||||||||
Diluted weighted average common shares outstanding
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28,260,107 | 28,072,610 | 28,153,567 | 26,317,846 | ||||||||||||
Diluted net loss per share from continuing operations
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$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.07 | ) | ||||
Diluted net loss per share
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$ | (0.03 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.07 | ) |
(1)
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At September 30, 2013 and 2012, there were outstanding convertible debentures equivalent to 220,000 and 250,000 common shares, respectively. The convertible shares are anti-dilutive for both periods and therefore have been excluded from diluted earnings per share.
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(2)
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At September 30, 2013 and 2012, there were outstanding warrant equivalents of 2,311,671 common shares. The warrants are anti-dilutive for both periods and therefore, have been excluded from diluted earnings per share.
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(3)
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At September 30, 2013 and 2012, there were no outstanding options which would be anti-dilutive.
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(4)
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At September 30, 2013 and 2012, there were outstanding revolving convertible note equivalents of 3,731,343 and 0 of common shares, respectively. The convertible shares are anti-dilutive for both periods and therefore have been excluded from diluted earnings per share.
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Date
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Persons or Class of Persons
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Securities
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Consideration
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July 2, 2013
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1 accredited investor
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20,000 shares of common stock
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Shares issued upon conversion of debt
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July 2, 2013
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19 accredited investors
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109,285 shares of common stock
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Additional shares issued resulting from change in
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conversion price on previously converted accrued interest
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July 2, 2013
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12 accredited investors
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13,277 shares of common stock
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Accrued interest paid to debenture holders for the second
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quarter of 2013
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Regulation
S-K Number
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Document
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2.1
3.1
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Letter agreement between Trailblazer Resources, Inc. and Solus Industries, LLC dated September 9, 2013 (1)
Amended and Restated Articles of Incorporation effective October 14, 2008 (2)
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3.2
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Amended and Restated Bylaws adopted October 14, 2008 (2)
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3.3
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Certificate of Amendment to Articles of Incorporation (3)
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4.1
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Form of Debenture (4)
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4.2
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Form of Warrant (4)
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10.1
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2008 Stock Incentive Plan (2)
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10.2
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Stock Purchase Agreement dated August 12, 2011 (5)
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10.3
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Revolving Convertible Promissory Note to Diversified Equities Partners, LLC dated February 21, 2013 (6)
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31.1
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Rule 13a-14(a) Certification of Samuel W. Fairchild
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32.1
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Certification of Samuel W. Fairchild Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101*
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Financial statements from the Quarterly Report on Form 10-Q of Trailblazer Resources, Inc. for the quarterly period ended September 30, 2013, formatted in XBRL: (i) the Balance Sheets; (ii) the Statements of Operations; (iii) the Statements of Cash Flows; and (iv) the Notes to Financial Statements
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(1)
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Filed as an exhibit to the Current Report on Form 8-K dated September 9, 2013, filed September 9, 2013.
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(2)
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Filed as an exhibit to the Current Report on Form 8-K dated October 14, 2008, filed October 17, 2008.
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(3)
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Filed as an exhibit to the Current Report on Form 8-K dated October 21, 2011, filed October 27, 2011.
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(4)
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Filed as an exhibit to the Current Report on Form 8-K dated December 15, 2008, filed December 19, 2008.
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(5)
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Filed as an exhibit to the Current Report on Form 8-K dated August 12, 2011, filed August 19, 2011.
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(6)
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Filed as an exhibit to the Current Report on Form 8-K dated February 21, 2013, filed February 27, 2013.
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TRAILBLAZER RESOURCES, INC.
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Dated: November 14, 2013
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By:
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/s/ Samuel W. Fairchild
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Samuel W. Fairchild, President and
Interim Chief Financial Officer
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Trailblazer Resources, Inc.;
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2.
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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.
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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.
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As the registrant’s sole certifying officer, 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)
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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 me by others within those entities, particularly during the period in which this report is being prepared;
|
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b)
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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)
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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)
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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.
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As the registrant’s sole certifying officer, 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 registrant’s board of directors (or persons performing the equivalent functions):
|
a)
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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)
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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.
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Dated: November 14, 2013
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/s/ Samuel W. Fairchild | |
Samuel W. Fairchild
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President and Interim Chief Financial Officer
|
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(principal executive and financial officer)
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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
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: November 14, 2013
|
/s/ Samuel W. Fairchild | |
Samuel W. Fairchild
|
||
President and Interim Chief Financial Officer
|
||
(principal executive and financial officer)
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Earnings (Loss) Per Share (Tables)
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9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings (Loss) Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of the Numerators and Denominators Used in Calculating Basic and Diluted Earnings (Loss) Per Share | The following tables provide a reconciliation of the numerators and denominators used in calculating basic and diluted earnings (loss) per share for the three and nine months ended September 30, 2013 and 2012:
The following common stock equivalents have been excluded from the diluted per share calculations since they are anti-dilutive:
|
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STATEMENTS OF OPERATIONS (USD $)
|
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
|
Sep. 30, 2012
|
|
STATEMENTS OF OPERATIONS [Abstract] | ||||
Revenue | ||||
Operating expenses: | ||||
General and administrative expenses | 72,109 | 510,765 | 242,373 | 1,838,507 |
Investor relations expense | 766,750 | 778,060 | ||
Total operating expenses | 838,859 | 510,765 | 1,020,433 | 1,838,507 |
Loss from operations | (838,859) | (510,765) | (1,020,433) | (1,838,507) |
Other expense: | ||||
Interest expense | (37,550) | (9,452) | (81,320) | (26,206) |
Total other expense | (37,550) | (9,452) | (81,320) | (26,206) |
Income tax provision (benefit) | ||||
Net loss | $ (876,409) | $ (520,217) | $ (1,101,753) | $ (1,864,713) |
Net loss per common share - basic and diluted: | $ (0.03) | $ (0.02) | $ (0.04) | $ (0.07) |
Weighted average shares outstanding - basic and diluted | 28,260,107 | 28,072,610 | 28,153,567 | 26,317,846 |
Revolving Convertible Note, Shareholder
|
9 Months Ended |
---|---|
Sep. 30, 2013
|
|
Revolving Convertible Note, Shareholder [Abstract] | |
Revolving Convertible Note, Shareholder | Note 5. Revolving Convertible Note, Shareholder On February 21, 2013 the Company established a revolving convertible note in the amount of $250,000 with DEP. Under the terms of the note, DEP has agreed to make advances to the Company during the three-year term of the revolving credit commitment period. Interest accrues on the unpaid principal balance at a rate of eight percent per annum and is payable quarterly beginning May 31, 2013; however, none has been paid as of September 30, 2013. Accrued expenses include $9,951 and $0 of interest due to shareholders as of September 30, 2013 and December 31, 2012, respectively. All outstanding and unpaid principal and accrued interest shall become due and payable at maturity, February 21, 2016. The Company may prepay the note at any time without penalty and re-borrow under the agreement. DEP has the right to convert all or a portion of the note into shares of the Company's common stock at any time at the rate of $0.067 per share, but the number of shares that may be issued pursuant to this conversion privilege cannot exceed 3,731,343. Because the conversion price was lower than the Company's per share market price at note inception, the Company recognizes additional beneficial conversion costs as described below upon each new borrowing. As of September 30, 2013, the Company has drawn an aggregate $250,000 on the note which includes: (1) $60,000 of advances from shareholders outstanding at December 31, 2012 that were refinanced into this note; (2) professional services aggregating $82,227 paid directly by DEP on behalf of the Company; (3) advances made by DEP, on behalf of the Company, to a previous acquisition target, Temple Mountain Energy, Inc. ("TME") aggregating $82,773; and (4) $25,000 advanced to Solus Industries, LLC ("Solus"), another previous acquisition target. The advances to both TME and Solus, aggregating $107,773, were allowed for in its entirety with a corresponding bad debt expense recorded on the accompanying statement of operations during the nine months ended September 30, 2013. The fair value of the beneficial conversion feature, aggregating $250,000, was recorded as debt issuance costs with a corresponding increase in paid-in capital. The amortization of debt issuance costs, which is classified as interest expense, is recognized on a straight-line basis over the term of the revolving note and aggregated $21,970 and $43,474, during the three and nine months ended September 30, 2013. The unamortized balance of $206,526 at September 30, 2013 will be fully amortized through the maturity date, February 21, 2016. |
Related Party Transactions (Details) (USD $)
|
3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
|
Sep. 30, 2012
|
Dec. 31, 2012
|
Feb. 29, 2012
AES [Member]
|
Sep. 30, 2013
AES [Member]
|
Sep. 30, 2013
AES [Member]
|
Feb. 21, 2013
DEP [Member]
|
Mar. 31, 2014
JIMMAR [Member]
|
Nov. 30, 2013
JIMMAR [Member]
|
Aug. 31, 2013
JIMMAR [Member]
|
Sep. 30, 2013
JIMMAR [Member]
|
|
Related Party Transaction [Line Items] | |||||||||||||
General and administrative expenses | $ 72,109 | $ 510,765 | $ 242,373 | $ 1,838,507 | $ 486,278 | $ 1,750,000 | |||||||
Restricted shares issued | 5,000,000 | ||||||||||||
Issuance of restricted stock, value | 1,750,000 | ||||||||||||
Shares issued, price per share | $ 0.35 | ||||||||||||
Revolving convertible note payable | 250,000 | ||||||||||||
Shares issued for professional services | 10,000 | 5,000 | 5,000 | ||||||||||
Due to related party | 183,466 | 183,466 | 193,466 | 64,538 | |||||||||
Interest rate | 15.00% | ||||||||||||
Conversion price | $ 0.37 | ||||||||||||
Interest expense | $ 37,550 | $ 9,452 | $ 81,320 | $ 26,206 | $ 2,473 |
Going Concern Uncertainty (Details) (USD $)
|
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
|
Sep. 30, 2012
|
Dec. 31, 2012
|
|
Going Concern Uncertainty [Abstract] | |||||
Working capital deficiency | $ 960,021 | $ 960,021 | |||
Accumulated deficit | 24,345,865 | 24,345,865 | 23,244,112 | ||
Net loss | $ 876,409 | $ 520,217 | $ 1,101,753 | $ 1,864,713 |
Acquisition Agreements (Details)
|
9 Months Ended |
---|---|
Sep. 30, 2013
|
|
Acquisition Agreements [Abstract] | |
Proposed common stock to be issued upon approval of acquisition of Solus | 20,000,000 |
Earnings (Loss) Per Share (Details) (USD $)
|
3 Months Ended | 9 Months Ended | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2013
|
Sep. 30, 2012
|
Sep. 30, 2013
|
Sep. 30, 2012
|
Dec. 31, 2012
|
|||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Common stock, outstanding | 28,272,504 | 28,272,504 | 28,069,882 | ||||||||||||||
Basic loss per share calculation: | |||||||||||||||||
Net (loss) from continuing operations to common shareholders | $ (876,409) | $ (520,217) | $ (1,101,753) | $ (1,864,713) | |||||||||||||
Net (loss) to common shareholders | (876,409) | (520,217) | (1,101,753) | (1,864,713) | |||||||||||||
Weighted average common shares outstanding | 28,260,107 | 28,072,610 | 28,153,567 | 26,317,846 | |||||||||||||
Net loss per share from continuing operations | $ (0.03) | $ (0.02) | $ (0.04) | $ (0.07) | |||||||||||||
Basic net loss per share | $ (0.03) | $ (0.02) | $ (0.04) | $ (0.07) | |||||||||||||
Diluted loss per share calculation: | |||||||||||||||||
Net (Loss) from continuing operations to common shareholders | (876,409) | (520,217) | (1,101,753) | (1,864,713) | |||||||||||||
Net income (loss) to common shareholders | $ (876,409) | $ (520,217) | $ (1,101,753) | $ (1,864,713) | |||||||||||||
Weighted average common shares outstanding | 28,260,107 | 28,072,610 | 28,153,567 | 26,317,846 | |||||||||||||
Convertible debentures | [1] | [1] | [1] | [1] | |||||||||||||
Warrants | [2] | [2] | [2] | [2] | |||||||||||||
Options | [3] | [3] | [3] | [3] | |||||||||||||
Revolving convertible promissory note | [4] | [4] | [4] | [4] | |||||||||||||
Diluted weighted average common shares outstanding | 28,260,107 | 28,072,610 | 28,153,567 | 26,317,846 | |||||||||||||
Diluted net loss per share from continuing operations | $ (0.03) | $ (0.02) | $ (0.04) | $ (0.07) | |||||||||||||
Diluted net loss per share | $ (0.03) | $ (0.02) | $ (0.04) | $ (0.07) | |||||||||||||
Convertible Debentures [Member]
|
|||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Common stock, outstanding | 220,000 | 250,000 | 220,000 | 250,000 | |||||||||||||
Warrant [Member]
|
|||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Common stock, outstanding | 2,311,671 | 2,311,671 | 2,311,671 | 2,311,671 | |||||||||||||
Options [Member]
|
|||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Common stock, outstanding | |||||||||||||||||
Revolving Convertible Note [Member]
|
|||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||||||||||||
Common stock, outstanding | 3,731,343 | 3,731,343 | |||||||||||||||
|
Nature of Business and Significant Accounting Policies
|
9 Months Ended |
---|---|
Sep. 30, 2013
|
|
Nature of Business and Significant Accounting Policies [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1. Nature of Business and Significant Accounting Policies Trailblazer Resources, Inc., formerly Energy Composites Corporation (the "Company"), is a public company shell that is seeking a business opportunity. We currently have no ongoing operations. The Company formerly engaged in the manufacture, sale, installation and service of fiberglass tank and piping products through ECC Corrosion, Inc. ("ECC-C"), formerly known as Advanced Fiberglass Technologies, Inc. ("AFT"), a former wholly-owned subsidiary of the Company. On September 2, 2011, the Board of Directors of the Company, acting on the recommendation of its disinterested directors, approved the sale of all of the stock of ECC-C to Jamie and Jennifer Mancl and their affiliated entities who were the majority shareholders of the Company at the time (the "Mancls") in exchange for substantially all of the Mancls' shares of the Company's common stock pursuant to the terms of a Stock Purchase Agreement dated August 12, 2011 (the "ECC-C Sale"). On October 21, 2011, the Company completed the ECC-C Sale. The accompanying unaudited financial statements of Trailblazer Resources, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. 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. In the opinion of the Company, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. There were no new accounting standards issued or effective during the three months ended September 30, 2013 that had or are expected to have a material impact on the Company's results of operations, financial condition, or cash flows. |
Convertible Notes Payable
|
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | Note 3. Convertible Notes Payable In August 2008, the Company began a private placement offering of Units, each Unit consisting of (i) a 3-year, 6% convertible debenture with a conversion price of $2.50 (the "Conversion Price") per share (subject to adjustment for stock splits and stock dividends) (the "Debentures"), and (ii) a number of warrants equal to the number of shares issuable upon conversion of the principal amount of the Debentures (the "Warrants"). This placement offering was in anticipation of the AFT reverse acquisition taking place, which became effective on October 14, 2008. At issuance, each Warrant was originally immediately exercisable into shares of common stock for a term of 3 years at $5.00 per share, which was reduced to $1.50 per share in December 2011. The exercise price was again reduced in July 2013 to $1.00 per share at the direction of the Company's Board of Directors. The Warrants also provide anti-dilution protection for the following events: reorganization, reclassification, consolidation, merger or sale, subdivision, combination or other dividend of the Company's common stock. The private placement was closed on December 14, 2008. Debentures in the aggregate principal amount of $6,370,000 were sold which included the issuance of 2,548,000 Warrants. The Debentures are considered to be conventional convertible debt. All outstanding Debentures at September 30, 2013 and December 31, 2012, totaling $550,000 and $625,000, respectively, are past due and are currently due on demand. During the three months ended September 30, 2013, $50,000 of convertible debt was converted into 20,000 shares of the Company's common stock. During the nine months ended September 30, 2013 there were two convertible debt conversions aggregating $75,000 into 30,000 shares of the Company's common stock. The following table summarizes the Debentures balance as of September 30, 2013 and December 31, 2012:
Prior to July 2, 2013, the Debentures provided holders the option to convert any accrued interest owed to them at $2.50 per share. On July 2, 2013, the Company's Board of Directors amended the conversion price to be the average of the trading price of the shares for the 21 trading days preceding each conversion date and retroactively adjusted all previously accrued interest conversions since the original maturity dates in 2011. The Company issued 109,285 shares valued at $38,068 in July 2013 as part of this retroactive adjustment. |
Stockholders' Equity
|
9 Months Ended |
---|---|
Sep. 30, 2013
|
|
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 6. Stockholders' Equity Stock Issuances During the nine months ended September 30, 2013, the Company issued 53,277 shares of common stock in connection with the conversion of notes payable aggregating $75,000 and corresponding accrued interest on convertible notes aggregating $33,290. In addition, during the nine months ended September 30, 2013, the Company issued 109,285 shares of common stock in connection with the retroactive adjustment of conversions of previously accrued interest, aggregating $38,068. The $38,068 was recorded as investor relations expense on the accompanying statement of operations. The Company also extinguished $10,000 of advances from shareholders by issuing 20,000 shares of common stock and issued 20,000 shares of common stock for $5,000 in professional fees. Warrants On February 16 and March 18, 2013, the Board of Directors of the Company approved the extension of the expiration dates of all of its 2,311,671 outstanding Warrants, exercisable at $1.50 per share, to May 31, 2013, and June 30, 2013, respectively. As a result of these warrant modifications, the Company recognized $11,310 of investor relations expense representing the increased value of the Warrants due to the extension. As of June 30, 2013, the warrants to purchase 2,311,671 shares of the Company's stock at $1.50 per share lapsed; however, on July 2, 2013, the Company's Board of Directors approved further extending the expiration date to June 30, 2014, as well as reducing their exercise price to $1.00 per share (Note 3). The warrant modification value, aggregating $728,682, was recognized as investor relations expense during the three months ended September 30, 2013. |
Advances From Shareholders
|
9 Months Ended |
---|---|
Sep. 30, 2013
|
|
Advances From Shareholders [Abstract] | |
Advances From Shareholders | Note 4. Advances From Shareholders Subsequent to the divestiture of the Company's operating entity (ECC-C) on October 21, 2011, the Company's operating expenses have been funded primarily by advances from certain shareholders. Going forward, the Company will continue to incur ongoing professional fees in connection with being a public company. Through September 30, 2013 and December 31, 2012, $253,466 of the Company's expenses have been paid on behalf of the Company by advances from certain shareholders. Of this amount, $125,000 of the September 30, 2013 and December 31, 2012 balances bears a 3.5% interest rate, and is due upon demand. $58,466 and $128,466, respectively, of the balances at September 30, 2013 and December 31, 2012, are non-interest bearing and due upon demand. In February 2013, $60,000 of the non-interest bearing shareholder advances were refinanced into a revolving convertible note from Diversified Equities Partners, LLC ("DEP"), a shareholder and entity owned by a minority shareholder of the Company. On April 1, 2013, $10,000 of the non-interest bearing shareholder advances was converted into 20,000 shares of the Company's common stock, at a conversion rate of $0.50 per share. |