Attached files
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| EX-31.1 - EXHIBIT 31.1 - America Greener Technologies, Inc. | ex31_1.htm |
| EX-32.1 - EXHIBIT 32.1 - America Greener Technologies, Inc. | ex32_1.htm |
FORM 10-Q
U.S Securities and Exchange Commission
Washington, D.C. 20549
(Mark One)
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the Quarterly Period Ended December 31, 2010.
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Transition Period From to ___________
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Commission File No. 333-146163
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OSLER INCORPORATED
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(Name of Small Business Issuer in its Charter)
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Nevada
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20-8195637
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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500 Fairway Drive, Suite 108, Deerfield Beach, FL 33441
(Address of Principal Executive Offices)
(954) 580-1102
(Registrant’s Telephone Number, Including Area Code)
(Former Name, Address and 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.
Yes x No o
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 (§232.405 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 o No o
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.) (Check one):
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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 x
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of Exchange Act):
Yes x No o
The number of shares outstanding of the Registrant’s Common Stock, par value $.001 per share, on January 31, 2011 was 2,505,014 shares.
OSLER INCORPORATED
FORM 10-Q
For the Quarterly Period ended December 31, 2010
INDEX
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Certifications
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Financial Statements
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OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 2010
TABLE OF CONTENTS
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
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(UNAUDITED)
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(AUDITED)
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DECEMBER 31,
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JUNE 30,
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2010
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2010
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| ASSETS | ||||||||
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CURRENT ASSETS:
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Cash
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$ | 65 | $ | 4,220 | ||||
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TOTAL ASSETS
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$ | 65 | $ | 4,220 | ||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)
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CURRENT LIABILITIES:
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Accounts Payable and Accrued Expenses
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$ | 250 | $ | 1,715 | ||||
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TOTAL CURRENT LIABILITIES
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250 | 1,715 | ||||||
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SHAREHOLDERS’ EQUITY (DEFICIENCY):
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Preferred Stock - $.001 Par Value; 5,000,000 Shares Authorized; No Shares Issued and Outstanding
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— | — | ||||||
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Common Stock - $.001 Par Value; 75,000,000 Shares Authorized; 2,505,014 Shares Issued and Outstanding at December 31, 2010 and at June 30, 2010
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2,505 | 2,505 | ||||||
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Additional Paid-In Capital
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126,106 | 105,106 | ||||||
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(Deficit) Accumulated During the Development Stage
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(128,796 | ) | (105,106 | ) | ||||
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TOTAL SHAREHOLDERS’ EQUITY (DEFICIENCY)
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(185 | ) | 2,505 | |||||
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)
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$ | 65 | $ | 4,220 | ||||
See accompanying notes to financial statements.
1
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED)
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Development Stage
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July 30, 2004
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(Inception)
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Three Months Ended
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through
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December 31,
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2010
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2009
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2010
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REVENUES
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$ | — | $ | — | $ | — | ||||||
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GENERAL AND ADMINISTRATIVE EXPENSES
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6,021 | 9,451 | 136,761 | |||||||||
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(LOSS) FROM OPERATIONS
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(6,021 | ) | (9,451 | ) | (136,761 | ) | ||||||
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OTHER INCOME
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— | — | 7,965 | |||||||||
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NET (LOSS)
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$ | (6,021 | ) | $ | (9,451 | ) | $ | (128,796 | ) | |||
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NET (LOSS) PER SHARE:
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Basic and Diluted
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$ | (.00 | ) | $ | (.00 | ) | $ | (.04 | ) | |||
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED
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2,505,014 | 5,480,000 | 3,673,877 | |||||||||
See accompanying notes to financial statements.
2
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Development Stage
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July 30, 2004
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(Inception)
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Six Months Ended
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through
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December 31,
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December 31,
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2010
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2009
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2010
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REVENUES
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$ | — | $ | — | $ | — | ||||||
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GENERAL AND ADMINISTRATIVE EXPENSES
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23,690 | 30,999 | 136,761 | |||||||||
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(LOSS) FROM OPERATIONS
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(23,690 | ) | (30,999 | ) | (136,761 | ) | ||||||
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OTHER INCOME
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— | — | 7,965 | |||||||||
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NET (LOSS)
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$ | (23,690 | ) | $ | (30,999 | ) | $ | (128,796 | ) | |||
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NET (LOSS) PER SHARE:
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Basic and Diluted
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$ | (.01 | ) | $ | (.01 | ) | $ | (.04 | ) | |||
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WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED
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2,505,014 | 5,480,000 | 3,673,877 | |||||||||
See accompanying notes to financial statements.
3
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
(UNAUDITED)
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Development Stage
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Months Ended
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July 30, 2004
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December 31,
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through
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2010
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2009
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December 31, 2010
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net (Loss)
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$ | (23,690 | ) | $ | (30,999 | ) | $ | (128,796 | ) | |||
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Adjustments to Reconcile Net (Loss) to Net Cash (Used) by Operating Activities:
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Depreciation
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— | — | 170 | |||||||||
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Impairment
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— | — | 3,565 | |||||||||
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Changes in Operating Assets and Liabilities:
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Accounts Payable and Accrued Expenses
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(1,465 | ) | — | 6,647 | ||||||||
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NET CASH (USED) BY OPERATING ACTIVITIES
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(25,155 | ) | (30,999 | ) | (118,414 | ) | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Purchases of Property and Equipment
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— | — | (3,735 | ) | ||||||||
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NET CASH (USED) BY INVESTING ACTIVITIES
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— | — | (3,735 | ) | ||||||||
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Cash Received from Shareholder Advances
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— | — | 27,800 | |||||||||
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Proceeds from Sale of Stock
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— | 31,250 | 54,866 | |||||||||
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Contributions of Capital
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21,000 | 18,548 | 39,548 | |||||||||
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NET CASH PROVIDED BY FINANCING ACTIVITIES
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21,000 | 49,798 | 122,214 | |||||||||
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NET INCREASE (DECREASE) IN CASH
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(4,155 | ) | 18,799 | 65 | ||||||||
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CASH – Beginning of Period
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4,220 | — | -- | |||||||||
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CASH – End of Period
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$ | 65 | $ | 18,799 | $ | 65 | ||||||
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SUPPLEMENTAL CASH FLOW INFORMATION:
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Cash Paid for Taxes and Interest
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$ | — | $ | — | $ | — | ||||||
See accompanying notes to financial statements.
4
OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTE A - BUSINESS AND ACCOUNTING POLICIES –
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Osler Incorporated (“Osler”) was incorporated in the State of Nevada on July 30, 2004. The Company’s office is in Deerfield Beach, Florida.
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“Osler” is a “shell company” as defined by the Securities and Exchange Commission to be an entity with “no or nominal operations, and with no or nominal assets or assets consisting solely of cash and cash equivalents”.
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The Company is in the process of developing a business plan, raising capital and seeking potential merger candidates. Accordingly, the Company is classified as a “development stage company”.
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| Basis of Presentation: | ||
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Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted from these condensed financial statements. The Company believes the disclosures presented are adequate to make the information not misleading.
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These condensed financial statements reflect all normal adjustments that, in the opinion of management, are necessary for fair presentation of the information contained herein. These financial statements should be read in conjunction with the Company’s audited financial statements and accompanying notes for the year ended June 30, 2010.
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| Going Concern: | ||
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The Company has suffered recurring losses from operations, has not generated operating revenues and has an accumulated deficit. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is presently seeking to raise additional capital through private equity investments and/or merger with an operating company. The accompanying financial statements have been prepared on the basis of a going concern, and do not reflect any adjustments from an alternative assumption.
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OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE A - BUSINESS AND ACCOUNTING POLICIES – (continued) –
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The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from the estimates and assumptions used in preparing the financial statements.
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| Income Taxes: | ||
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Income taxes are determined based upon income and expenses recorded for financial reporting purposes. Deferred taxes are recorded for estimated future tax effect of differences between the bases of assets and liabilities for financial reporting and income tax purposes giving consideration to enacted tax laws. If available, evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized. A valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.
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The Company recognizes the tax benefits from uncertain positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits from uncertain positions recognized are reflected at the amounts most likely to be sustained on examination.
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| Earnings Per Share: | ||
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Basic earnings (loss) per share are computed by dividing income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted earnings (loss) per share are similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. There were no potentially dilutive common shares outstanding during the periods presented.
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NOTE B - INCOME TAXES –
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As of December 31, 2010, the Company has a net operating loss carryforward of approximately $70,000, which may be carried forward to 2031, to offset future taxable income.
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OSLER INCORPORATED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE C - SHAREHOLDERS’ EQUITY –
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During the six months ended December 31, 2010, the Company’s principal shareholder advanced working capital to the Company. The advances are classified as additional paid in capital in the accompanying financial statements.
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NOTE D - SUBSEQUENT EVENTS –
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The Company has evaluated the need to disclose events subsequent to the balance sheet date through the filing of this Form 10-Q and have no events to report.
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7
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Caution about forward-Looking Statements
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue”, or the negative of these terms or comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as may be required by applicable laws, including the Securities Laws of the United States, we do not intend to up-date any of the forward-looking statements to conform these statements to actual results.
Our unaudited financial statements are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.
As used in this quarterly report, the terms “we”, “us”, “our”, “our Company”, and “Osler” means Osler Incorporated, unless otherwise indicated.
Overview
Osler Incorporated, a development stage company, was incorporated on July 30, 2004 under the laws of the State of Nevada to engage in the mining business. Effective September 1, 2008, we discontinued our business efforts relating to mining and we are currently seeking new economic opportunities, including a merger transaction. No assurance can be given that we will be successful in identifying or negotiating such a transaction.
Results of Operations
For the three months ended December 31, 2010, the Company experienced a net loss of $ 6,021, as compared to a net loss of $ 9,451 for the same period in 2009.
General and administrative expenses for the three month period ended December 31, 2010 were $ 6,021, as compared to $ 9,451 for the same period in 2009. The decrease in 2010 is attributable to a reduction in professional fees incurred for maintaining the Company’s publicly reporting status.
For the six months ended December 31, 2010, the Company experienced a net loss of $ 23,690, as compared to a net loss of $ 30,999 for the same period in 2009.
General and administrative expenses for the six month period ended December 31, 2010 were $ 23,690, as compared to $ 30,999 for the same period in 2009. The decrease in 2010 is attributable to a reduction in professional fees incurred for maintaining the Company’s publicly reporting status.
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Revenues
We have not earned any revenues since our inception, and we do not anticipate earning any revenues in the upcoming quarter.
Liquidity
During the three month period ended December 31, 2010, the Company satisfied its working capital needs by shareholder loans. As of December 31, 2010, the Company had cash on hand in the amount of $ 65. Management does not expect that the current level of cash on hand will be sufficient to fund our operations for the next twelve month period. If additional funds are required to maintain operations, we may be able to obtain loans from our shareholders, but there are currently no agreements or understandings in place for such loans. We may also be able to obtain additional funding in the form of equity financing from the sale of our common stock. However, we do not have any arrangements or understandings in place for any future equity financing.
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Quantitative Disclosures Regarding Market Risks
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As a “smaller reporting company” (as defined by Item 10 of Regulation S-K), we are not required to provide the information required by this Item, as defined by Regulation S-K Item 305(e).
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Controls and Procedures
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We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of December 31, 2010, the end of the three month period covered by this report, our principal executive officer and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the three month period covered by this report.
There have been no changes in our internal controls over financial reporting that occurred during the three months ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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Legal Proceedings
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None
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Risk Factors
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As a “smaller reporting company” (as defined by Item 10 of Regulation S-K), we are not required to provide information required by this Item.
9
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Unregistered Sales of Equity Securities and Use of Proceeds
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None
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| Item 3: | Defaults upon Senior Securities |
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None
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[Removed and Reserved]
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None
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Other Information
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None
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Exhibits and Reports on Form 8-K
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(a) 31.1 Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) None
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, on February 8, 2011.
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February 8, 2011
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/s/ C. Leo Smith,
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C. Leo Smith, President
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10