Attached files
file | filename |
---|---|
EX-32.1 - Hubei Minkang Pharmaceutical Ltd. | v193460_ex32-1.htm |
EX-31.1 - Hubei Minkang Pharmaceutical Ltd. | v193460_ex31-1.htm |
EX-31.2 - Hubei Minkang Pharmaceutical Ltd. | v193460_ex31-2.htm |
EX-32.2 - Hubei Minkang Pharmaceutical Ltd. | v193460_ex32-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended June 30,
2010.
or
¨
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
1934
|
For the
transition period from to to
Commission
File Number
: 333-137460.
NEXGEN PETROLEUM
CORP.
(Exact
name of registrant as specified in its charter)
Nevada
|
26-24106855
|
(State or other jurisdiction of incorporation or
|
(I.R.S. Employer Identification No.)
|
organization)
|
|
2808
Cowan Circle
|
89102
|
Las Vegas, NV
|
(Zip
Code)
|
(Address
of principal executive offices)
|
866-446-1869
|
(Registrant’s
telephone number, including area code)
|
N/A
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
x Yes ¨ No
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
¨
Yes ¨
No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated filer
|
¨
|
Accelerated
filer
|
¨
|
|
Non-accelerated
filer
|
¨ (Do not check if
a smaller reporting company)
|
Smaller
reporting company
|
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
¨ Yes x No
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
¨ Yes ¨ No
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 56,413,000 shares of common
stock with a par value of $0.001 as of August 5, 2010.
TABLE OF
CONTENTS
USE
OF NAMES
|
1 | |||
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
|
1 | |||
PART
I – FINANCIAL INFORMATION
|
1 | |||
Item
1. Financial Statements
|
1 | |||
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
3 | |||
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
|
5 | |||
Item
4T. Controls and Procedures.
|
5 | |||
PART
II - OTHER INFORMATION
|
6 | |||
Item
1. Legal Proceedings
|
6 | |||
Item
1A. Risk Factors
|
6 | |||
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
6 | |||
Item
3. Defaults upon Senior Securities
|
6 | |||
Item
4. [Removed and Reserved]
|
6 | |||
Item
5. Other Information
|
6 | |||
Item
6. Exhibits
|
7 |
USE
OF NAMES
In this
annual report, the terms “Nexgen Petroleum,” “Company,” “we,” or “our,” unless
the context otherwise requires, mean Nexgen Petroleum Corp. and its
subsidiaries, if any.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
quarterly report on Form 10-Q and other reports that we file with the SEC
contain statements that are considered forward-looking
statements. Forward-looking statements give the Company’s current
expectations, plans, objectives, assumptions or forecasts of future
events. All statements other than statements of current or historical
fact contained in this quarterly report, including statements regarding the
Company’s future financial position, business strategy, budgets, projected costs
and plans and objectives of management for future operations, are
forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “anticipate,” “estimate,”
“plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,”
“we believe,” “we intend,” and similar expressions. These statements
are based on the Company’s current plans and are subject to risks and
uncertainties, and as such the Company’s actual future activities and results of
operations may be materially different from those set forth in the forward
looking statements. Any or all of the forward-looking statements in
this quarterly report may turn out to be inaccurate and as such, you should not
place undue reliance on these forward-looking statements. The Company
has based these forward-looking statements largely on its current expectations
and projections about future events and financial trends that it believes may
affect its financial condition, results of operations, business strategy and
financial needs. The forward-looking statements can be affected by
inaccurate assumptions or by known or unknown risks, uncertainties and
assumptions due to a number of factors, including:
·
|
dependence
on key personnel;
|
·
|
competitive
factors;
|
·
|
degree
of success of exploration and development
programs;
|
·
|
the
operation of our business; and
|
·
|
general
economic conditions in the United
States.
|
These
forward-looking statements speak only as of the date on which they are made, and
except to the extent required by federal securities laws, we undertake no
obligation to update any forward-looking statements to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. All subsequent written
and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary
statements contained in this quarterly report.
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
Our
unaudited financial statements included in this Form 10-Q are as
follows:
F-1
|
Balance
Sheets as of June 30, 2010 (unaudited) and March 31, 2010
(audited);
|
F-2
|
Statements
of Operations for the three months ended June 30, 2010 and 2009 and period
from April 17, 2006 (inception) to June 30, 2010
(unaudited);
|
F-3
|
Statement
of Stockholders’ Deficit for period from April 17, 2006 (inception) to
June 30, 2010 (unaudited);
|
F-4
|
Statements
of Cash Flows for the three months ended June 30, 2010 and 2009 and period
from April 17, 2006 (inception) to June 30, 2010 (unaudited);
and
|
F-5
|
Notes
to Financial Statements.
|
1
These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the interim
period ended June 30, 2010, are not necessarily indicative of the results that
can be expected for the full year.
2
NEXGEN
PETROLEUM CORP.
(formerly
Blackrock Petroleum Corp.)
(AN
EXPLORATION STAGE COMPANY)
BALANCE
SHEETS
As
of June 30, 2010 and March 31, 2010
June 30, 2010
|
March 31, 2010
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
|
$ | 19,201 | $ | 7,350 | ||||
Prepaid
expenses
|
- | - | ||||||
Total
current assets
|
19,201 | 7,350 | ||||||
Oil
and gas properties ( successful efforts basis)
|
647,450 | 647,450 | ||||||
Property
and equipment – Note 3
|
- | - | ||||||
TOTAL
ASSETS
|
$ | 666,651 | $ | 654,800 | ||||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
Current
liabilities
|
||||||||
Accounts
payable and accrued liabilities
|
$ | 125,503 | $ | 134,864 | ||||
Shareholders’
loans- Note 5
|
1,727,393 | 1,688,793 | ||||||
TOTAL
LIABILITIES
|
1,852,896 | 1,823,657 | ||||||
STOCKHOLDERS’ DEFICIT:
|
||||||||
Common
stock, $.001 par value, 1,350,000,000 shares authorized, 56,413,000 (
March 31,2010: 56,413,000 ) shares issued and outstanding
|
56,413 | 56,413 | ||||||
Additional
paid in capital
|
1,036,570 | 1,014,978 | ||||||
Share
subscriptions
|
- | - | ||||||
Deficit
accumulated during the exploration stage
|
(2,279,228 | ) | (2,240,248 | ) | ||||
TOTAL
STOCKHOLDERS’ DEFICIT
|
(1,186,245 | ) | (1,168,857 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 666,651 | $ | 654,800 |
See
accompanying notes to financial
statements.
F-1
NEXGEN
PETROLEUM CORP.
(formerly
Blackrock Petroleum Corp.)
(AN
EXPLORATION STAGE COMPANY)
STATEMENTS
OF OPERATIONS
Three
months ended June 30, 2010 and 2009
Period
from April 17, 2006 (Inception) to June 30, 2010
(Unaudited)
Three
months
ended June
30, 2010
|
Three
months
ended June
30, 2009
|
Period from
April 17, 2006
(Inception) to
June 30, 2010
|
||||||||||
Revenues
|
$ | 0- | $ | 0- | $ | 0- | ||||||
General
and administrative expenses:
|
||||||||||||
Professional fees
|
14,023 | 469 | 360,952 | |||||||||
Depreciation
|
- | 190 | 2,379 | |||||||||
Bank charges
|
- | 99 | 1,781 | |||||||||
Foreign exchange loss (gain)
|
- | - | 92 | |||||||||
Filing and registration
|
3,365 | - | 15,842 | |||||||||
Product development
|
- | - | 30,455 | |||||||||
Office and miscellaneous
|
- | 668 | 9,835 | |||||||||
Total
general and administrative
|
17,388 | 1,426 | 421,336 | |||||||||
Net
loss before other expense
|
(17,388 | ) | (1,426 | ) | (421,336 | ) | ||||||
Other
income (expense)
|
||||||||||||
Interest income
|
- | - | 3,765 | |||||||||
Interest expense
|
(21,592 | ) | (20,522 | ) | (188,983 | ) | ||||||
Impairment of oil and gas properties
|
- | - | (1,672,350 | ) | ||||||||
Loss on sale of equipment
|
- | - | (324 | ) | ||||||||
Total
other income (expense)
|
(21,592 | ) | (20,522 | ) | (1,857,892 | ) | ||||||
Net
loss
|
$ | (38,980 | ) | $ | (21,948 | ) | $ | (2,279,228 | ) | |||
Net
loss per share:
|
||||||||||||
Basic
and diluted
|
$ | (0 .00 | ) | $ | (0 .00 | ) | ||||||
Weighted
average shares outstanding:
|
||||||||||||
Basic
and diluted, as adjusted for 15:1 stock split
|
56,413,000 | 56,413,000 |
See
accompanying notes to financial statements.
F-2
NEXGEN
PETROLEUM CORP.
(formerly
Blackrock Petroleum Corp.)
(AN
EXPLORATION STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ DEFICIT
Period
from April 17, 2006 (Inception) to June 30, 2010
(Unaudited)
Common stock
|
Additional
|
Share
|
Deficit
accumulated
during the
development
|
|||||||||||||||||||||
Shares
|
Amount
|
paid-in capital
|
subscriptions
|
stage
|
Total
|
|||||||||||||||||||
Issuance
of common stock for cash @$.001
|
135,000,000 | $ | 9,000 | $ | 81,000 | $ | -0- | $ | - | $ | 90,000 | |||||||||||||
Net
loss for the period
|
- | - | - | - | (81,059 | ) | (81,059 | ) | ||||||||||||||||
Balance,
March 31, 2007
|
135,000,000 | 9,000 | 81,000 | -0- | (81,059 | ) | 8,941 | |||||||||||||||||
Proceeds
of share subscription
|
470,000 | 470,000 | ||||||||||||||||||||||
Imputed
interest on shareholder loan
|
3,904 | 3,904 | ||||||||||||||||||||||
Net
loss for the period
|
- | - | - | - | (128,230 | ) | (128,230 | ) | ||||||||||||||||
Balance,
March 31, 2008
|
135,000,000 | 9,000 | 84,904 | 470,000 | (209,289 | ) | 354,615 | |||||||||||||||||
Proceeds
of share subscription
|
344,000 | 344,000 | ||||||||||||||||||||||
Voluntary
surrender and cancellation of shares
|
(80,000,000 | ) | ||||||||||||||||||||||
Par
value adjustment
|
- | 46,000 | (46,000 | ) | - | - | - | |||||||||||||||||
Issuance
of common stock for $ 1 per share
|
215,000 | 215 | 214,785 | (215,000 | ) | |||||||||||||||||||
Issuance
of common stock for $ .50 per share
|
1,198,000 | 1,198 | 597,802 | (599,000 | ) | |||||||||||||||||||
Imputed
interest on shareholder loan
|
80,720 | 80,720 | ||||||||||||||||||||||
Net
loss for the period
|
- | - | - | - | (199,588 | ) | (199,588 | ) | ||||||||||||||||
Balance,
March 31, 2009
|
56,413,000 | 56,413 | 932,211 | - | (408,877 | ) | 579,747 | |||||||||||||||||
Imputed
interest on shareholder loan
|
82,767 | 82,767 | ||||||||||||||||||||||
Net
loss for the period
|
- | - | - | - | (1,831,371 | ) | (1,831,371 | ) | ||||||||||||||||
Balance,
March 31, 2010
|
56,413,000 | 56,413 | 1,014,978 | - | (2,240,248 | ) | (1,168,857 | ) | ||||||||||||||||
Imputed
interest on shareholder loan
|
21,592 | 21,592 | ||||||||||||||||||||||
Net
loss for the period
|
- | - | - | - | (38,980 | ) | (38,980 | ) | ||||||||||||||||
Balance,
June 30, 2010
|
56,413,000 | $ | 56,413 | $ | 1,036,570 | $ | - | $ | (2,279,228 | ) | $ | (1,186,245 | ) |
See
accompanying notes to financial
statements.
F-3
NEXGEN
PETROLEUM CORP.
(formerly
Blackrock Petroleum Corp.)
(AN
EXPLORATION STAGE COMPANY)
STATEMENTS
OF CASH FLOWS
Three
months ended June 30, 2010 and 2009
Period
from April 17, 2006 (Inception) to June 30, 2010
(Unaudited)
Three months
ended June 30,
2010
|
Three months
ended June 30,
2009
|
Period from
April 17,
2006
(Inception) to
June 30, 2010
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net
loss
|
$ | (38,980 | ) | $ | (21,948 | ) | $ | (2,279,228 | ) | |||
Adjustments
to reconcile net loss to Cash used by operating
activities:
|
||||||||||||
Impairment
|
-0- | -0- | 1,672,350 | |||||||||
Depreciation
|
-0- | 190 | 2,379 | |||||||||
Imputed
interest
|
21,592 | 20,522 | 188,983 | |||||||||
Loss
on sale of property and equipment
|
-0- | -0- | 324 | |||||||||
Change
in non-cash working capital items Prepaid expenses
|
-0- | -0- | -0- | |||||||||
Accounts
payable and accrued liabilities
|
(9,361 | ) | (140 | ) | 125,503 | |||||||
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(26,749 | ) | (1,376 | ) | (289,689 | ) | ||||||
CASH
FLOWS USED IN INVESTING ACTIVITIES
|
||||||||||||
Oil
and gas properties
|
-0- | -0- | (2,319,800 | ) | ||||||||
Proceeds
on disposal of property and equipment
|
-0- | -0- | 1,688 | |||||||||
Purchase
of property and equipment
|
-0- | -0- | (4,391 | ) | ||||||||
CASH
FLOWS USED IN INVESTING ACTIVITIES
|
-0- | -0- | (2,322,503 | ) | ||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Loans
from (repayments to) shareholders
|
38,600 | 9,000 | 1,727,393 | |||||||||
Share
subscription received
|
-0- | -0- | 470,000 | |||||||||
Proceeds
from sales of common stock
|
-0- | -0- | 434,000 | |||||||||
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
|
38,600 | 9,000 | 2,631,393 | |||||||||
NET
INCREASE IN CASH
|
11,851 | 7,624 | 19,201 | |||||||||
Cash,
beginning of period
|
7,350 | 3,626 | -0- | |||||||||
Cash,
end of period
|
$ | 19,201 | $ | 11,250 | $ | 19,201 | ||||||
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||||||||||
Interest
paid
|
$ | 21,592 | $ | 20,522 | ||||||||
Income
taxes paid
|
$ | - | $ | - |
See
accompanying notes to financial statements.
F-4
NEXGEN
PETROLEUM CORP.
(formerly
Blackrock Petroleum Corp.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
June
30, 2010
NOTE 1 -
BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of Nexgen Petroleum Corp.
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission (“SEC”), and should be read in conjunction with the audited financial
statements and notes thereto contained in the Company’s filing with the SEC on
Form 10-K. In the opinion of management, all adjustments necessary in
order for the financial statements to be not misleading have been reflected
herein. The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year. Notes to
the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
2010 as reported in Form 10-K, have been omitted.
NOTE 2 –
SUMMARY OF ACCOUNTING POLICIES
Nature of
Business
Nexgen
Petroleum Corp. (“Nexgen”) was incorporated as DGT Corp. in Nevada on April 17,
2006. On September 20, 2007, the Company completed a merger with
subsidiary Blackrock Petroleum Corp. and changed its name from DGT Corp. to
Blackrock Petroleum Corp. On June 5, 2008, the Company completed a merger with
subsidiary Nexgen Petroleum Corp. and changed its name from Blackrock Petroleum
Corp. to Nexgen Petroleum Corp.
Nexgen is
an exploration stage company which intends to acquire interests in leases for
oil and gas prospects and then drill exploratory and development wells with
industry participants.
On March
10, 2008, Nexgen entered into a Farmout and Participation Agreement with respect
to two test wells on an oil and gas lease dated December 22,
2007. Under the Farmout Agreement, Nexgen is paying 60% of all costs
associated with the test wells to earn a 30% interest in the associated
production spacing units. See Note 7.
Oil and
Gas Properties
Nexgen
accounts for oil and gas exploration and development costs using the successful
efforts method. Geological and geophysical costs and the costs of
carrying and retaining undeveloped properties are expensed as
incurred. Exploratory well costs are capitalized pending further
evaluation of whether economically recoverable reserves have been found. If
economically recoverable reserves are not found, explanatory well costs will be
expensed as dry holes. All exploratory wells are evaluated for
economic viability within one year of well completion and the related capital
costs are reviewed quarterly. Exploratory well costs that discover
potentially economically recoverable reserves in areas where a major capital
expenditure would be required before production could begin and where the
economic viability of that major capital expenditure depends upon the successful
completion of further exploratory work in the area, remain capitalized as long
as the additional exploratory work is underway or firmly
planned.
F-5
NEXGEN
PETROLEUM CORP.
(formerly
Blackrock Petroleum Corp.)
(AN
EXPLORATIONSTAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
June
30, 2010
NOTE 2 –
SUMMARY OF ACCOUNTING POLICIES (continued)
During
the year ended March 31, 2010, the Company recognized an impairment in its oil
and gas properties of $ 1,672,350.
Property
and Equipment
The
Company’s capital asset has been capitalized and is being depreciated over its
estimated useful life on a straight line basis over a three year
period.
Cash and
Cash Equivalents
For the
purposes of presenting cash flows, Nexgen considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.
Fair
Value of Financial Instruments
The
Company’s financial instruments consist of cash and cash equivalents and
payables. The carrying amount of these financial instruments approximates fair
value due either to length of maturity or interest rates that approximate
prevailing market rates unless otherwise disclosed in these financial
statements.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws. A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Basic
loss per share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the
period.
F-6
NEXGEN
PETROLEUM CORP.
(formerly
Blackrock Petroleum Corp.)
(AN
EXPLORATIONSTAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
June
30, 2010
NOTE 2 –
SUMMARY OF ACCOUNTING POLICIES (continued)
Recent
Accounting Pronouncements
Nexgen
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
NOTE 3 –
PROPERTY AND EQUIPMENT
Property
and equipment consisted of the following at June 30:
June 30,
|
March 31,
|
|||||||
2010
|
2010
|
|||||||
Computer
equipment
|
$ | 2,291 | $ | 2,291 | ||||
Less:
Accumulated depreciation
|
(2,291 | ) | (2,291 | ) | ||||
$ | - | $ | - |
The
capital asset is being depreciated on a straight-line basis over its estimated
useful life of three years. In August 2006, certain computer equipment was
disposed of for proceeds of $1,688.
NOTE 4 –
INCOME TAXES
For the
period ended June 30, 2010, Nexgen has incurred net losses and, therefore, has
no tax liability. The net deferred tax asset generated by the loss
carry-forward has been fully reserved. The cumulative net operating
loss carry-forward is approximately $2,279,000 at June 30, 2010, and will expire
beginning in the year 2026.
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
2010
|
||||
Deferred
tax asset attributable to:
|
||||
Net
operating loss carryover
|
$ | 774,868 | ||
Valuation
allowance
|
(774,868 | ) | ||
Net
deferred tax asset
|
$ | - |
F-7
NEXGEN
PETROLEUM CORP.
(formerly
Blackrock Petroleum Corp.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
June
30, 2010
NOTE 5 –
SHAREHOLDERS’ LOANS
On March
3, 2008, a shareholder loaned the Company $622,500 which is due on demand
bearing no interest. On July 22, 2008, the Company authorized the
repayment of $40,000 of this loan to the shareholder. On March 20,
2008, the same shareholder loaned the Company $800,000 which is due on demand
bearing no interest. As of the date of this annual report, the
Company has not repaid any of this loan to the shareholder.
On March 25, 2008, another shareholder
of the Company loaned the Company $225,000 which is due on demand bearing no
interest. On May 20, 2008, the Company authorized the repayment of
$100,000 of this loan to the shareholder. This same shareholder has loaned the
Company the following amounts on the following dates which are due on
demand bearing no interest:
Amount of Loan
|
Date of Loan
|
|||
$ | 132,840 |
August
28, 2008
|
||
$ | 1,053 |
February
17, 2009
|
||
$ | 8,000 |
June
15, 2009
|
||
$ | 20,000 |
January
29, 2010
|
||
$ | 18,000 |
March
26, 2010
|
||
$ | 50,000 |
June
8, 2010
|
On June
23, 2010, the Company authorized the repayment of $10,000 of this loan to the
shareholder.
On March
18, 2009, our sole officer and director loaned the Company $400, which is due on
demand bearing no interest. In addition, on April 30, 2009, our sole
officer and director loaned the Company $1,000, which is also due on demand
bearing no interest. On June 23, 2010, the Company authorized the repayment of
$1,400 of this loan to the officer and director.
Imputed
interest at 5% per annum has been recorded as an increase in additional paid in
capital.
See Note
9.
F-8
NEXGEN
PETROLEUM CORP.
(formerly
Blackrock Petroleum Corp.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
June
30, 2010
NOTE 6 –
COMMON STOCK
At
inception, Nexgen issued 9,000,000 shares of stock for $90,000
cash.
Effective
September 20, 2007, Nexgen affected a fifteen (15) for one (1) forward stock
split.
On
September 18, 2007, Nexgen received stock subscription proceeds related to a
private placement of 1,000,000 shares at $.50 per share. Subsequently, $455,000
of the subscription proceeds were returned. On February 20, 2008, Nexgen
received stock subscriptions proceeds of $425,000 related to a private placement
of shares at $ .50 per share.
During
the year ended March 31, 2009 Nexgen received stock subscriptions proceeds of
$129,000 related to a private placement of shares at $.50 per share and $215,000
related to a private placement of shares at $1.00 per share.
NOTE 7 –
COMMITMENTS
On March
10, 2008, Nexgen entered into a Farmout and Participation Agreement with respect
to two test wells on an oil and gas lease dated December 22,
2007. Under the Farmout Agreement, Nexgen is paying 60% of all costs
associated with the test wells to earn a 30% interest in the associated
production spacing units.
On or
about April 11, 2008, the Company entered into a letter agreement (the “Letter
Agreement”) with Montello Resources (USA) Ltd., Park Place Energy Corp., and
Austin Developments Corp., dated effective April 11, 2008, whereby the parties
agreed to amend the March 10, 2008 Farmout Agreement as follows: (i) Article 8
(Area of Mutual Interest) of the Farmout & Royalty Procedure attached as
Schedule “C” to the Farmout Agreement shall apply; (ii) the Mutual Interest
Lands shall comprise all PNG rights 50% or more of which are located within the
boundaries of that area of lands located within Morgan County, State of
Tennessee, USA as outlined on the map attached to the Letter Agreement; (iii)
the Area of Mutual Interest shall be in effect until 11:50 pm on April 10, 2010;
and (iv) the participating interests of the parties hereto in the Area of Mutual
Interest during the term thereof shall be Montello – 35%, Park Place – 5%,
Austin – 30% and the Company –
30%.
F-9
NEXGEN
PETROLEUM CORP.
(formerly
Blackrock Petroleum Corp.)
(AN
EXPLORATION STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
June
30, 2010
NOTE 7 –
COMMITMENTS (continued)
In
addition, on or about April 11, 2008, the Company entered into a Farmout and
Participation Agreement (the “Farmout Agreement”), which is effective as of
April 11, 2008, with Montello Resources (USA) Ltd., a subsidiary of Montello
Resources Ltd., Park Place Energy Corp., an Alberta corporation, and Austin
Developments Corp., an Alberta corporation, with respect to two test wells on
the oil and gas lease dated March 25, 2008 between Robert and Kathy Lavender, as
lessors, and Montello Resources (USA) Ltd., as lessee, located in Morgan County,
Tennessee. Under the Farmout Agreement the participating interests
are as follows: Montello Resources (USA) Ltd., as operator, is paying 15% of all
costs associated with the test well to earn a 35% interest in the associated
production spacing units; Austin Developments Corp. is paying 20% of the costs
to earn a 30% interest; Park Place Energy Corp. is paying 5% of the costs to
earn a 5% interest; and the Company is paying 60% of the costs to earn a 30%
interest.
As of
June 30, 2008, the Company has incurred $132,000 in capital expenditures on this
property by participating in the drilling and completion of the Morgan Highpoint
#5 test well, which has been cased and shut in.
NOTE 8 –
LIQUIDITY AND GOING CONCERN
The
Company has limited working capital and has not yet received revenues from sales
of products or services. These factors create substantial doubt about
the Company’s ability to continue as a going concern. The financial
statements do not include any adjustment that might be necessary if the Company
is unable to continue as a going concern.
The
ability of the Company to continue as a going concern is dependent on the
Company generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations. Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.
NOTE 9 –
SUBSEQUENT EVENTS
Subsequent
to June 30, 2010, the Company was advised by the two shareholders that they had
assigned their rights, title and interest in a portion of shareholder loans
totaling $1,020,000 and $400,000 respectively, to third parties who are not
shareholders of the Company. In addition, subsequent to June 30,
2010, a shareholder loaned the Company $60,000 which is due on demand bearing no
interest. After the assignment, the loans payable to shareholders will be
$367,393 and other loans payable will be $1,420,000.
The
Company has analyzed its operations subsequent to June 30, 2010 through August
11, 2010, the date these financial statements were issued, and has determined
that it does not have any material subsequent events to
disclose.
F-10
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You
should read the following plan of operation together with our financial
statements and related notes appearing elsewhere in this quarterly
report. This plan of operation contains forward-looking statements
that involve risks, uncertainties, and assumptions. The actual
results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors.
Overview
We are a
development stage company that focuses on acquiring and exploring oil and gas
properties primarily in North America. The Company currently has
interests in oil and gas properties in the Morgan Highpoint Project in
Tennessee. We intend to acquire interests in leases for oil and gas
prospects either through farmout arrangements, participation arrangements or
straight acquisition of oil and gas interests, and then drill exploratory and
development wells with the help of other industry participants. We do
not intend to operate any properties.
Plan
of Operations
We have
not yet generated or realized any revenues from our business
operations. Our auditors have issued a going concern
opinion. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. This is because we have not
generated any revenues and no revenues are anticipated until we are able to
acquire oil and gas prospects, explore and develop such prospects and are able
to produce oil and/or gas from our exploration and development. There
is no assurance we will ever reach this point. Accordingly, we must
raise cash from sources other than the sale of oil and/or gas. Our
only other source for cash at this time is investments by others in
us. We must raise cash to implement our plan and stay in
business. If we require additional money and are unable to raise it,
we may have to suspend or cease operations.
We intend to acquire interests in
leases for oil and gas prospects either through farmout arrangements,
participation arrangements or straight acquisition of oil and gas interests, and
then drill exploratory and development wells with the help of other industry
participants. We do not intend to operate any properties at
this time. We intend to focus our oil and gas activities in North
America as well as other regions.
On the
Morgan Highpoint Project, we intend to commence discussions with the other
participants under the Equalization and JO Agreement in order to determine our
future activities and estimated costs associated with any future
activities.
We do not
intend to hire any employees at this time.
Liquidity
and Capital Resources
As of
June 30, 2010, we had total current assets of $19,201 and total assets of
$666,651. Our total current assets as of June 30, 2010 comprise of
cash in the amount of $19,201. Our total current liabilities as of
June 30, 2010 were $1,852,896 represented by accounts payable and accrued
liabilities of $125,503 and shareholders’ loans of $1,727,393. As a
result, on June 30, 2010, we had a working capital deficiency of
$1,833,695.
We are a
development stage corporation and have not generated any revenue to date from
our activities. Despite our hope for revenues in the foreseeable future, we
believe that revenues will be sparse and irregular and, if we receive any at
all, will be far less than necessary to carry out our business forward without
additional financing. We have cash in the amount of $19,201 as of
June 30, 2010, which is not anticipated to be sufficient to meet our projected
expenditures in the next twelve months. Thus, in order to meet our
capital needs, we will most likely need to raise funds from other sources to
remain in business. We intend to raise additional money through
private placements or shareholder loans, however, there can be no assurance that
we will be able to raise additional money in the future. If we need
additional capital and cannot raise the necessary amount, we will either be
required to suspend activities until we do raise the cash or cease activity
entirely.
3
Results
of Operations
Operating
activities used $289,689 in cash for the period from inception (April 17, 2006)
to June 30, 2010. Our net loss of $2,279,228 was the primary
component of our negative operating cash flow. Investing activities
for the period from inception (April 17, 2006) to June 30, 2010, used $4,391 for
the purchase of equipment and $2,319,800 for the acquisition of oil and gas
property interests, offset by proceeds received on the sale of equipment of
$1,688 for a total of $2,322,503. Net cash flows provided by
financing activities for the period from inception (April 17, 2006) to June 30,
2010 was $2,631,393 represented as loans from shareholders of $1,727,393, which
includes the repayment of shareholders loans of $140,000, and proceeds from the
sale of our stock of $904,000.
Three
Month Period Ended December 31, 2009
Revenues: We
did not generate any revenues during the three month period ended June 30,
2010.
Professional
fees: Professional fees were $14,023 and $469 for the three
months ended June 30, 2010 and 2009, respectively.
Depreciation:
Depreciation expenses were Nil and $190 for the three months ended June 30, 2010
and 2009, respectively.
Bank charges: Bank
charges and interest expenses were Nil and $99 for the three months ended June
30, 2010 and 2009, respectively.
Filing and
registration: Filing and registration expenses were $3,365 and
Nil for the three months ended June 30, 2010 and 2009,
respectively.
Office and
miscellaneous: Office and miscellaneous expenses were Nil and
$668 for the three months ended June 30, 2010 and 2009,
respectively.
Interest
expense: Interest expenses were $21,592 and $20,522 for the
three months ended June 30, 2010 and 2009, respectively.
Net
Loss: Net loss was $38,980 and $21,948 for the three months
ended June 30, 2010 and 2009, respectively. This increase in net loss
of $17,032 resulted primarily from an increase in professional expenses and
filing and registration expenses during the three months ended June 30,
2010.
Loan
Obligations
On March
3, 2008, a shareholder loaned the Company $622,500 which is due on demand
bearing no interest. On July 22, 2008, the Company authorized the
repayment of $40,000 of this loan to the shareholder. On March 20,
2008, the same shareholder loaned the Company $800,000 which is due on demand
bearing no interest. As of the date of this annual report, the
Company has not repaid any of this loan to the shareholder.
On March
25, 2008, another shareholder of the Company loaned the Company $225,000 which
is due on demand bearing no interest. On May 20, 2008, the Company
authorized the repayment of $100,000 of this loan to the shareholder. This same
shareholder has loaned the Company the following amounts on the following dates
which are due on demand bearing no interest:
Amount of Loan
|
Date of Loan
|
|||
$ | 132,840 |
August
28, 2008
|
||
$ | 1,053 |
February
17, 2009
|
||
$ | 8,000 |
June
15, 2009
|
||
$ | 20,000 |
January
29, 2010
|
||
$ | 18,000 |
March
26, 2010
|
||
$ | 50,000 |
June
8, 2010
|
4
On June
23, 2010, the Company authorized the repayment of $10,000 of this loan to the
shareholder.
On March
18, 2009, our sole officer and director loaned the Company $400, which is due on
demand bearing no interest. In addition, on April 30, 2009, our sole
officer and director loaned the Company $1,000, which is also due on demand
bearing no interest. On June 23, 2010, the Company authorized the
repayment of $1,400 of this loan to the officer and director.
Imputed
interest at 5% per annum has been recorded as an increase in additional paid in
capital.
Subsequent
to June 30, 2010, the Company was advised by the two shareholders who had loaned
funds to the Company that they had assigned their rights, title and interest in
a portion of shareholder loans totaling $1,020,000 and $400,000 respectively, to
third parties who are not shareholders of the Company. In addition,
subsequent to June 30, 2010, a shareholder loaned the Company $60,000 which is
due on demand bearing no interest. After the assignment, the loans payable to
shareholders will be $367,393 and other loans payable will be
$1,420,000.
Off-Balance
Sheet Arrangements
There are
no off-balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
Going
Concern Statement
We have
negative working capital, have not yet received revenues from sales of products
or services, and have recurring losses from operations. The
continuation of our company as a going concern is dependent upon our Company
attaining and maintaining profitable operations and raising additional
capital. The financial statements do not include any adjustment
relating to the recovery and classification of recorded asset amounts or the
amount and classification of liabilities that might be necessary should our
Company discontinue operations.
Due to
the uncertainty of our ability to meet our current operating expenses and the
capital expenses noted above, in their report on the annual financial statements
for the year ended March 31, 2009, our independent auditors included an
explanatory paragraph regarding substantial doubt about our ability to continue
as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.
The
continuation of our business is dependent upon us raising additional financial
support. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would
be available, will increase our liabilities and future cash
commitments.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a
“smaller reporting company” (as defined by §229.10(f)(1)), we are not required
to provide the information required by this Item.
ITEM
4T. CONTROLS AND PROCEDURES.
Evaluation
of Disclosure Controls and Procedures
Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e)) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
5
As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by this report, we have carried out an evaluation of the
effectiveness of the design and operation of our company’s disclosure controls
and procedures. Under the direction of our Chief Executive Officer,
we evaluated our disclosure controls and procedures and internal control over
financial reporting and concluded that (i) there continue to be material
weaknesses in the Company’s internal controls over financial reporting, that the
weaknesses constitute a “deficiency” and that this deficiency could result in
misstatements of the foregoing accounts and disclosures that could result in a
material misstatement to the financial statements for the current period that
would not be detected, and (ii) accordingly, our disclosure controls and
procedures were not effective as of June 30, 2010.
Changes
in Internal Control Over Financial Reporting
There
have been no changes in our internal controls over financial reporting that
occurred during our fiscal quarter of the period covered by this quarterly
report on Form 10-Q that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
ITEM
1A. RISK FACTORS
As a
“smaller reporting company” (as defined by §229.10(f)(1)), we are not required
to provide the information required by this Item.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. [REMOVED
AND RESERVED]
N/A.
ITEM
5. OTHER INFORMATION
None.
6
ITEM
6. EXHIBITS
(a) Exhibit
List
31.1 Certificate
pursuant to Rule 13a-14(a)
31.2 Certificate
pursuant to Rule 13a-14(a)
32.1 Certificate
pursuant to 18 U.S.C. §1350
32.2 Certificate
pursuant to 18 U.S.C. §1350
7
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
NEXGEN
PETROLEUM CORP.
|
||
(Registrant)
|
||
Date: August
11, 2010
|
By:
/s/ Hsien Loong Wong
|
|
Hsien
Loong Wong
|
||
President,
CEO, CFO, Secretary, Treasurer
and
Director
|
||
(Principal
Executive Officer and Principal
Financial
Officer)
|
8