Delaware
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46-1035533
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large Accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (do not check if smaller reporting company)
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Smaller reporting company [X]
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Class
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Outstanding at July 26, 2013 |
Common Stock, par value $0.0001
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20,700,000 shares
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Page
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PART I – FINANCIAL INFORMATION
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Item 1.
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Condensed Financial Statements.
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2
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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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9
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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10
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Item 4.
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Controls and Procedures.
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10
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PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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11
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Item 1A.
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Risk Factors.
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11
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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11
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Item 3.
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Defaults Upon Senior Securities.
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11
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Item 4.
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Mine Safety Disclosures.
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11
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Item 5.
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Other Information.
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11
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Item 6.
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Exhibits.
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12
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Signatures.
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13
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June 30,
2013
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December 31,
2012
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(Unaudited)
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ASSETS
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Current Assets
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Cash
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$ | 7,285 | $ | 1,769 | ||||
Total current assets
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7,285 | 1,769 | ||||||
Deposits and other assets
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2,339,031 | 500,000 | ||||||
Total Assets
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2,346,316 | 501,769 | ||||||
LIABILITIES AND SHAREHOLDERS' DEFICIT
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Current Liabilities
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Accounts payable
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158,142 | 88,238 | ||||||
Due to related parties
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2,620,000 | 530,000 | ||||||
Total current liabilities
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2,778,142 | 618,238 | ||||||
Long term notes payable, net of discount
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269,854 | 218,750 | ||||||
Total Liabilities
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3,047,996 | 836,988 | ||||||
Shareholders' Deficit
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Preferred Stock: $0.0001 Par value; 20,000,000 shares authorized; no shares issued and outstanding
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Common stock; $0.0001 par value; 100,000,000 shares authorized, 20,700,000 shares issued and outstanding as of June 30, 2013 and December 31, 2012
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2,070 | 2,070 | ||||||
Additional paid-in capital
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4,711 | 4,711 | ||||||
Accumulated deficit
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(708,461 | ) | (342,000 | ) | ||||
Total Shareholders' Deficit
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(701,680 | ) | (335,219 | ) | ||||
Total Liabilities and Shareholders' Deficit
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$ | 2,346,316 | $ | 501,769 |
Three Months
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From Inception
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Six Months
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From Inception
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Ended
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(April 23, 2012) to
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Ended
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(April 23, 2012) to
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June 30,
2013
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June 30,
2012
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June 30,
2013
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June 30,
2013
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Operating expenses
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161,161 | 750 | 362,716 | 702,273 | ||||||||||||
Loss from operations
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161,161 | (750 | ) | 362,716 | 702,273 | |||||||||||
Other income (expenses):
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Interest expense
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2,916 | - | 3,745 | 6,188 | ||||||||||||
2,916 | - | 3,745 | 6,188 | |||||||||||||
Loss before income tax
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164,077 | 750 | 366,461 | 708,461 | ||||||||||||
Income tax expense
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- | - | - | - | ||||||||||||
Net loss
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$ | (164,077 | ) | $ | (750 | ) | $ | (366,461 | ) | $ | (708,461 | ) | ||||
Basic and dilutted loss per common shares
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$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | |||||||
Basic and diluted weighted average common shares
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20,700,000 | 20,000,000 | 20,700,000 |
Six Months
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From Inception
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From Inception
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Ended
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(April 23, 2012) to
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(April 23, 2012) to
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June 30,
2013
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June 30,
2012
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June 30,
2013
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Operating Activities:
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Net loss
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$ | (366,461 | ) | $ | (750 | ) | $ | (708,461 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
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Amortization of discount on notes payable
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1,104 | - | 1,635 | |||||||||
Changes in operating assets and liabilities:
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Accounts payable
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69,904 | - | 158,142 | |||||||||
Net cash used in operating activities
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(295,453 | ) | (750 | ) | (548,684 | ) | ||||||
Investing Activities:
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Investment in and deposits to Comanche
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(2,000,000 | ) | - | (2,500,000 | ) | |||||||
Refund of Comanche deposit
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160,969 | - | 160,969 | |||||||||
Net cash used in investing activities
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(1,839,031 | ) | (2,339,031 | ) | ||||||||
Financing Activities:
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Payment for redemption of common stock
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- | - | (1,950 | ) | ||||||||
Proceeds from issuance of common stock
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- | 2,000 | 1,950 | |||||||||
Proceeds from borrowings from related parties
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2,090,000 | - | 2,620,000 | |||||||||
Proceeds from shareholders' paid - in capital
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50,000 | 750 | 275,000 | |||||||||
Net cash provided by financing activities
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2,140,000 | 2,750 | 2,895,000 | |||||||||
Net change in cash
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5,516 | 2,000 | 7,285 | |||||||||
Cash, beginning of period
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1,769 | - | - | |||||||||
Cash, end of period
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$ | 7,285 | $ | 2,000 | $ | 7,285 | ||||||
Supplemental disclosure of cash flow information:
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Cash paid for interest
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$ | 2,641 | $ | - | $ | 2,641 | ||||||
Cash paid for taxes
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$ | - | $ | - | $ | - |
·
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the fact that we do not have significant operations and as a result do not have an internal accounting and financial reporting department; and
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·
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insufficient segregation of duties.
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Exhibit Number
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Description
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31.1#
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Certification of Chief Executive Officer (302)
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31.2#
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Certification of Chief Financial Officer (302)
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32.1#
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Certification of Chief Financial Officer (902)
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32.2#
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Certification of Chief Financial Officer (902)
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101 INS
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XBRL Instance Document*
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101 SCH
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XBRL Schema Document*
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101 CAL
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XBRL Calculation Linkbase Document*
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101 DEF
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XBRL Definition Linkbase Document*
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101 LAB
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XBRL Labels Linkbase Document*
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101 PRE
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XBRL Presentation Linkbase Document*
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Signature
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Title
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Date
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/s/ Michael Mattox
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Director, President and Principal Executive Officer
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August 7, 2013
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Michael Mattox
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/s/ Charles McSwain
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Director and Principal Financial Officer
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August 7, 2013
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Charles McSwain
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Date: August 7, 2013
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/s/ Michael Mattox
Michael Mattox
Chief Executive Officer
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Date: August 7, 2013
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/s/ Charles McSwain
Charles McSwain
Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Date: August 7, 2013
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/s/ Michael Mattox
Michael Mattox
Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
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Date: August 7, 2013
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/s/ Charles McSwain
Charles McSwain
Chief Financial Officer
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Note 1 - Nature of Operations and Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)
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6 Months Ended |
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Jun. 30, 2013
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Policies | |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS
There are no recently issued accounting pronouncements or standards updates that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Statements of Operations (USD $)
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2 Months Ended | 3 Months Ended | 6 Months Ended | 15 Months Ended |
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Jun. 30, 2012
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Jun. 30, 2013
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Jun. 30, 2013
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Jun. 30, 2013
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Statements of Operations | ||||
Operating expenses | $ 750 | $ 161,161 | $ 362,716 | $ 702,273 |
Loss from operations | (750) | 161,161 | 362,716 | 702,273 |
Other income (expenses): | ||||
Interest expense | 2,916 | 3,745 | 6,188 | |
Other expenses | 2,916 | 3,745 | 6,188 | |
Loss before income tax | 750 | 164,077 | 366,461 | 708,461 |
Net loss | $ (750) | $ (164,077) | $ (366,461) | $ (708,461) |
Basic and diluted loss per common shares | $ 0.00 | $ (0.01) | $ (0.02) | |
Basic and diluted weighted average common shares | 20,000,000 | 20,700,000 | 20,700,000 |
Note 5 - Long Term Notes Payable
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6 Months Ended |
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Jun. 30, 2013
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Notes | |
Note 5 - Long Term Notes Payable | 5 LONG TERM NOTES PAYABLE
On October 5, 2012 and February 22, 2013, the Company borrowed $150,000 and $50,000, respectively, from an individual pursuant to a promissory note agreement. The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issue. In connection with this note payable, the Company issued 400,000 shares of common stock to the individual on October 5, 2012 as an inducement to make the loan. On October 8, 2012, the Company borrowed $75,000 from an individual pursuant to a promissory note agreement. The note has an interest rate of 0% per annum and 50% is due two years from the date of issue, and the remaining 50% is due three years from the date of issue. In connection with this note payable, the Company issued 300,000 shares of common stock to the individual on October 8, 2012 as an inducement to make the loan. The fair value of the common stock issued in connection with the above note payable was allocated on a pro rata basis to the proceeds from the note payable. The aggregate amount allocated to the value of the common stock amounted to $6,781, which has been recorded as a discount to the note payable in the accompanying balance sheets and is being amortized as interest expense over the life of the note payable. The amount amortized as interest expense for the three months ended June 30, 2013 amounted to $552, and the remaining unamortized discount amount of $5,146 as of June 30, 2013 will be amortized through October 2015. |
Note 2 - Going Concern (Details) (USD $)
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Jun. 30, 2013
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Dec. 31, 2012
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Details | ||
Accumulated deficit | $ 708,461 | $ 342,000 |
Note 1 - Nature of Operations and Summary of Significant Accounting Policies
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6 Months Ended |
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Jun. 30, 2013
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Notes | |
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Access US Oil & Gas, Inc. (the "Company") was incorporated on April 23, 2012 under the laws of the State of Delaware. On September 7, 2012, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Registrant's name from Gumtree Acquisition Corporation to Access US Oil & Gas, Inc. The Company is in the development stage and is raising capital to invest in oil exploration and drilling. BASIS OF PRESENTATION
The accompanying condensed financial statements have been prepared in accordance with the United States generally accepted accounting principles ("U.S. GAAP"). In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company's financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended June 30, 2013, are not necessarily indicative of the results that may be expected for the entire year. Certain information and footnote disclosure normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission ("SEC"). These unaudited condensed financial statements should be read in conjunction with our audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012, filed on April 15, 2013; and the Companys Quarterly Report on Form 10-Q for the year ended March 31, 2013, filed on May 20, 2013. USE OF ESTIMATES
Financial statements prepared in accordance with U.S. GAAP require 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. Among other things, management makes estimates relating to the fair value of financial instruments and the valuation allowance related to deferred income tax assets. Actual results could differ from those estimates. CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2013.
INCOME TAXES
Under Accounting Standards Codification (ASC) 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. LOSS PER COMMON SHARE
The basic loss per share is the same as the diluted loss per share as there are no potentially dilutive shares. The loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would share in the loss of the entity. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability. The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred. The Company's financial instruments consisted of cash and the notes payable. The estimated fair value of these instruments approximates its carrying amount due to the short maturity of these instruments. RECENT ACCOUNTING PRONOUNCEMENTS
There are no recently issued accounting pronouncements or standards updates that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Note 3 - Deposits and Other Assets
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6 Months Ended |
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Jun. 30, 2013
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Notes | |
Note 3 - Deposits and Other Assets | 3 DEPOSITS AND OTHER ASSETS
On October 17, 2012, the Company entered into an agreement with Comanche Exploration Company, LLC (Comanche), an oil exploration and drilling company, to develop and drill wells. The Company has agreed to acquire a 12.5% interest in the project comprising four initial wells for a total estimated investment of $3,812,500. On December 15, 2012, the Company made the refundable security deposit of $500,000. The amounts have been recorded as deposits and other assets on the accompanying balance sheet as of December 31, 2012. On January 31, 2013, the Company made the second refundable security deposit of $500,000. On June 21, 2013, the Company made the initial investment of $1,500,000. The amounts have been recorded as deposits and other assets on the accompanying balance sheet as of June 30, 2013. On June 26, 2013, the Company received a deposit refund of $160,969. The Company shall be responsible for its proportionate share of all costs, risks and expenses incurred in drilling, completing and equipping of the wells for the project. When the actual costs of drilling, completing and equipping the wells have been determined, Comanche shall refund to the Company any net amounts paid but not expended; or invoice the Company for costs incurred in addition to sums advanced, on a well by well basis. As of June 30, 2013, the Comanche project had not commenced. The Company accounts for its investment in Comanche under the cost method. |
Note 6 - Stockholder's Equity
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6 Months Ended |
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Jun. 30, 2013
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Notes | |
Note 6 - Stockholder's Equity | 6 - STOCKHOLDER'S DEFICIT
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of June 30, 2013, 20,700,000 shares of common stock and no preferred stock, shares were issued and outstanding. |
Note 4 - Due To Related Party
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6 Months Ended |
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Jun. 30, 2013
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Notes | |
Note 4 - Due To Related Party | 4 DUE TO RELATED PARTY
On December 1, 2012, the Company entered into a promissory note agreement with Access the USA (AUSA), a related party entity through common ownership. Under the terms of the agreement, any borrowings are due on demand and accrue interest at 5% per annum starting on January 1, 2013. As of June 30, 2013, AUSA had advanced the Company an aggregate total of $1,120,000 to fund the project with Comanche. On June 21, 2013, the Company entered into a credit agreement with Orion Oil and Gas I LP (Orion I), a related party entity through common ownership. Under the terms of the agreement, loans may be made to the Company in the aggregate maximum principal amount of $12,500,000; which accrue interest at 5% per annum commencing on June 21, 2013. As of June 30, 2013, Orion I had advanced the Company an aggregate total of $1,500,000 to fund the project with Comanche. |