Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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[X]
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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2010
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 000-52304
SINO AMERICAN OIL COMPANY
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
5190 Neil Road, Suite 430
Reno, NV 89502
(Address of principal executive offices, including zip code.)
(866) 261-8853
(telephone number, including area code)
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES [X] 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 (SS 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 [X] 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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]
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: 29,023,000 as of February 14, 2011.
TABLE OF CONTENTS
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Page
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Item 1.
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3
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Financial Statements:
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F-1
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F-2
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F-3
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F-4
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F-5
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Item 2.
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9
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Item 3.
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10
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Item 4.
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10
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Item 1A.
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10
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Item 6.
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10
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12
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13
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-2-
(A Development Stage Company)
(Unaudited)
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December 31
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September 30
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2010
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2010
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$
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$
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ASSETS
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Current Assets
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Cash
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1,163,760
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171,145
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Restricted cash
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-
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856,387
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Prepaid expenses
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-
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47
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Total Current Assets
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1,163,760
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1,027,579
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Property and Equipment (Note 3)
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5,526
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1,477
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Total Assets
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1,169,286
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1,029,056
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities
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Accounts payable and accrued liabilities
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18,725
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7,787
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Licensee fee payable
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43,410
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43,410
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Total Liabilities
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62,135
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51,197
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Going Concern and Commitments (Notes 1)
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Stockholders' Equity
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Common stock: 100,000,000 shares authorized, $0.0001 par value
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29,023,000 (19,023,000 in September, 2010) shares issued and outstanding
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2,902
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1,902
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Additional Paid-in Capital
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1,318,248
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319,248
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Share Subscriptions
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-
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856,387
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Donated Capital (Note 4)
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240,000
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232,800
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Deficit Accumulated During the Development Stage
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(453,999)
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(432,478)
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Total Stockholders' Equity
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1,107,151
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977,859
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Total Liabilities and Stockholders' Equity
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1,169,286
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1,029,056
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The accompanying notes are an integral part of these financial statements
F-1
-3-
Sino American Oil Company (formerly Raphael Industries Ltd.)
(A Development Stage Company)
(Unaudited)
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Accumulated from
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October 31, 2005
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Three months ended
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Three months ended
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(Date of Inception)
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December 31
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December 31
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to December 31
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2010
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2009
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2010
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$
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$
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$
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Revenue
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-
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-
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205,242
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Cost of sales
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-
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-
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106,710
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Gross Profit
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-
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-
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98,532
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Operating Expenses
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Foreign currency loss (gain)
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(9,715)
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(3,393)
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14,028
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General and administrative
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31,236
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24,162
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476,796
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Option expense
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-
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-
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60,000
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Total Operating Expenses
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21,521
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20,769
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550,824
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Net income (loss) before taxes
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(21,521)
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(20,769)
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(452,292)
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Income tax expense (benefit)
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-
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-
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1,707
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Net income (loss)
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(21,521)
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(20,769)
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(453,999)
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Loss per share - Basic and diluted
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(0.00)
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(0.00)
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Weighted Average Shares Outstanding
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28,914,304
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19,023,000
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The accompanying notes are an integral part of these financial statements
F-2
-4-
Sino American Oil Company (formerly Raphael Industries Ltd.)
(A Development Stage Company)
(Unaudited)
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Accumulated from
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Three months
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Three months
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October 31, 2005
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ended
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ended
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(Date of Inception)
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December 31
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December 31
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to December 31
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2010
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2009
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2010
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$
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$
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$
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Operating Activities
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Net Income (loss)
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(21,521)
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(20,769)
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(453,999)
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Adjustments to reconcile net loss of cash
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Depreciation
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266
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212
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25,334
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Donated services
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7,200
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7,200
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240,000
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Option lapse
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-
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-
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50,000
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Change in operating assets and liabilities
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Accounts receivable
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-
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-
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-
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Prepaid expenses
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47
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100
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-
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Accounts payable and accrued liabilities
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10,938
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6,876
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18,725
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License fee payable
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-
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-
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43,410
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Net Cash (Used In) Operating Activities
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(3,070)
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(6,381)
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(76,530)
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Investing Activities
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Deposit on database list option
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-
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-
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(50,000)
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Website development
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-
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-
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(22,000)
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Purchase of equipment
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(4,315)
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(2,076)
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(8,860)
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Net Cash Flows (Used In) Investing Activities
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(4,315)
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(2,076)
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(80,860)
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Financing Activities
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Share subscriptions received
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(856,387)
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-
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-
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Proceeds from issuance of common stock
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1,000,000
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-
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1,321,150
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Net Cash Flows Provided By Financing Activities
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143,613
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-
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1,321,150
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Increase (Decrease) in Total Cash
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136,228
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(8,457)
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1,163,760
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Restricted cash released
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856,387
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-
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-
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Cash - Beginning of Period
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171,145
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239,248
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-
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Cash - End of Period
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1,163,760
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230,791
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1,163,760
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Supplemental Disclosure
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Interest paid
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29
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-
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333
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Income taxes paid
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-
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-
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1,707
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Foreign exchange loss (gain)
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(9,715)
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(3,393)
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14,028
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The accompanying notes are an integral part of these financial statements
F-3
-5-
Sino American Oil Company (formerly Raphael Industries Ltd.)
(A Development Stage Company)
For the Period from October 31, 2005 (Date of Inception) to December 31, 2010
(Unaudited)
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Additional
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Share
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Total
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Common Stock
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Paid-in
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Subs
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Donated
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Stockholders'
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Shares
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Amount
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Capital
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Received
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Capital
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Deficit
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Equity
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#
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$
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$
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$
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$
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$
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$
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Balance on October 31, 2005
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-
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-
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-
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-
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-
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-
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-
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October 31, 2005 - issue of common stock for
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cash at $1.00 per share
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1
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1
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-
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-
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-
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-
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1
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November 28, 2005 - cancellation of common
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Stock
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(1)
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(1)
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-
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-
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-
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-
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(1)
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November 28, 2005 - issue of common stock
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for cash at $0.01 per share
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1,000,000
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100
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4,900
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-
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-
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-
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5,000
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April 30, 2006 - issue of common stock
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for cash at $0.01 per share
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13,000,000
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1,300
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63,700
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-
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-
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-
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65,000
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Donated services
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-
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-
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-
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-
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52,800
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-
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52,800
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Net loss and comprehensive loss
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-
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-
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-
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(22,650)
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(22,650)
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Balance - September 30, 2006
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14,000,000
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1,400
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68,600
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-
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52,800
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(22,650)
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100,150
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April 30, 2007 - issue of common stock
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for cash at $0.10 per share
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5,023,000
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502
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250,648
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-
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-
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-
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251,150
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Donated services
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-
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-
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-
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-
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57,600
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-
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57,600
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Net loss and comprehensive loss
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-
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-
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-
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-
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-
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(148,789)
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(148,789)
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Balance - September 30, 2007
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19,023,000
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1,902
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319,248
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-
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110,400
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(171,439)
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260,111
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Donated services
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-
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-
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-
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-
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57,600
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-
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57,600
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Net loss and comprehensive loss
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-
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-
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-
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-
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-
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(93,376)
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(93,376)
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Balance - September 30, 2008
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19,023,000
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1,902
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319,248
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-
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168,000
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(264,815)
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224,335
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Donated services
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-
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-
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-
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-
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36,000
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-
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36,000
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Net loss and comprehensive loss
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-
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-
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-
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-
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-
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(69,354)
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(69,354)
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Balance - September 30, 2009
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19,023,000
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1,902
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319,248
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-
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204,000
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(334,169)
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190,981
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Share subscriptions received
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856,387
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856,387
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Donated services
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-
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-
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-
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-
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28,800
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-
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28,800
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Net loss and comprehensive loss
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-
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-
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-
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-
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-
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(98,309)
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(98,309)
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Balance - September 30, 2010
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19,023,000
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1,902
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319,248
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856,387
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232,800
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(432,478)
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977,859
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October 1, 2010 - issue of common stock
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for cash at $0.10 per share
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10,000,000
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1,000
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999,000
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(856,387)
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-
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-
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143,613
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Donated services
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-
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-
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-
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-
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7,200
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-
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7,200
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Net loss and comprehensive loss
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-
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-
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-
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-
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-
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(21,521)
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(21,521)
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Balance - December 31, 2010
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29,023,000
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2,902
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1,318,248
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-
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240,000
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(453,999)
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1,107,151
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The accompanying notes are an integral part of these financial statements
F-4
-6-
Sino American Oil Company (formerly Raphael Industries Ltd.)
(A Development Stage Company)
December 31, 2010
(Unaudited)
NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
Sino American Energy Company (“the Company”) was incorporated as Raphael Industries Ltd. on October 31, 2005 under the laws of the State of Nevada. At the balance sheet date its principal business was to market database for commercial use in newsletters, direct mail, and internet marketing promotions. On November 11, 2010 the company changed its name to Sino American Oil Company in anticipation of the company’s new business direction which is exploration for oil and gas.
The financial statements are prepared in accordance with generally accepted accounting principles in the United States on a going concern basis which contemplates the realization of assets and discharge of liabilities and commitments in the normal course of business. To date the Company has funded operations through the issuance of capital stock and the limited generation of revenues. The Company has no operating history in its anticipated business direction, has not generated revenues from such operations, and may require additional capital requirements. As at December 31, 2010, the Company has an accumulated deficit of $453,999. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management’s plan is to continue raising additional funds through future equity or debt financings, as needed, until it can generate sufficient revenues to maintain sustainable profitable operations. On June 3, 2010 the Company filed an S-1 registration statement to register 10,000,000 shares for sale at $0.10 per share. The registration statement was declared effective by the Securities and Exchange Commission on June 11, 2010 and raised $1,000,000. The Company has sufficient capital to maintain operations for the next 12 months.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation and Fiscal Year
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is September 30.
(b) Interim Financial Statements
The interim financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations, and cash flows for the periods shown. However, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. Accordingly, it is suggested that these interim financial statements be read in conjunction with the Company’s September 30, 2010 annual financial statements
The results of operations for such periods are not necessary indicative of the results expected for a full year or for any future period.
(c) Recent Accounting Pronouncements
The Company adopts new accounting pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective adoption date. Management does not believe that any recently issued but not yet effective standards, if currently adopted, would have a material effect on these financial statements.
NOTE 3 – PROPERTY AND EQUIPMENT
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December 31,
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September 30,
|
|||
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2010
|
2010
|
|||
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Accumulated
|
Net Carrying
|
Net Carrying
|
||
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Cost
|
amortization
|
Value
|
Value
|
|
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$
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$
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$
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$
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Computer hardware
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8,860
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3,334
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5,526
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1,477
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F-5
-7-
Sino American Oil Company (formerly Raphael Industries Ltd.)
(A Development Stage Company)
Notes to Financial Statements
December 31, 2010
(Unaudited)
NOTE 4 – RELATED PARTY TRANSACTIONS
Consulting fees of $7,200 ($7,200 in 2009) were recorded as donated services by the President of the Company for consulting services provided to the Company during the three month period ended December 31, 2010. These fees are included in general and administrative, and recorded as donated capital.
NOTE 5 – COMMON STOCK
On November 28, 2005, the Company issued 1,000,000 shares of common stock to the President of the Company at $0.01 per share for cash proceeds of $5,000.
On October 31, 2005, the Company issued 1 share of common stock to the President of the Company at $1.00 per share for cash proceeds of $1. The share of common stock was cancelled on November 28, 2005.
On April 30, 2006, the Company issued 13,000,000 shares of common stock to the President of the Company at $0.01 per share for cash proceeds of $65,000.
On April 30, 2007, the Company issued 5,023,000 shares of common stock pursuant to the Company’s SB-2 registration statement at $0.10 per share for cash proceeds of $251,150.
On March 8, 2010, the Company completed a 2-1 stock split. These financial statements give retroactive application to this event.
On October 1, 2010 the company completed a fully registered offering for 10,000,000 shares at $0.10 per share for cash proceeds of $1,000,000.
There are no options or warrants outstanding as at December 31, 2010.
F-6
-8-
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
This section of the quarterly report on Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this quarterly report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
(a) Results of Operations
During the fiscal quarter ending December 31, 2010, we realized no revenue compared to $0 for the quarter ending December, 2009. Gross profit for the quarter was $0 as compared to a profit of $0 in 2009. We incurred an operating loss of $21,521 compared to a loss of $20,769 to the quarter ending December 31, 2009. The major components to expenses faced by the company during the last quarter were general and administrative of $31,236 (2009 - $24,162), cost of sales of $0 (2009 - $0), and foreign exchange gain of $9,715(2009 – gain of $3,393). The foreign exchange gain was caused by the weakening of the dollar vs. the Canadian dollar. The Company has been maintaining a portion of its cash in Canadian dollars.
As of December 31, 2010 the Company had $1,163,760 (September 30, 2010 - $171,145) in unrestricted cash (September 2010 - $856,387 in restricted cash), $0 (September 30, 2010 - $47) in prepaid expenses, $5,526 (September 30, 2010 - $1,477) in property and equipment, $18,725 (September 30, 2010 - $7,787) in accounts payable and $43,410 (September 30, 2010 - $43,410) in licensee fee payable. There is no long-term debt. The Company may in the future invest in short-term investments from time to time but there can be no assurance that these investments will result in profit or loss.
Our future growth and success will be dependent on our ability to explore for and discover hydrocarbons in commercial quantities. We do not have sufficient capital to satisfy the potential future exploration expenditures and we will rely principally on the issuance of Common Stock to raise funds to finance the expenditures that we expect to incur. Failure to raise additional funds will result in the failure to meet our obligations and the relinquishment of our interest in our acquired permits. We have relied principally on the issuance of Common Stock in public placements to raise funds to support our business but there can be no assurance that we will be successful in raising additional funds through the issuance of additional equity.
As of the date of this report our sole source of revenue is the discovery and sale of commercial quantities of hydrocarbons. Accordingly, no table showing percentage breakdown of revenue by business segment or product line is included.
Liquidity and Capital Resources
During the quarter we completed a fully registered public placement of 10,000,000 shares at a price of $0.10 per share thereby raising $1,000,000 in cash.
Cash on hand is currently our only source of liquidity. We do not have any lending arrangements in place with banking or financial institutions and we do not anticipate that we will be able to secure these funding arrangements in the near future.
We have sufficient cash to carry out nominal operations during our current fiscal year. However we will require additional cash to complete on our farm-in obligations. To the extent that we may require additional funds to support our operations or the expansion of our business, we may sell additional equity or issue debt. Any sale of additional equity securities will result in dilution to our stockholders. There can be no assurance that additional financing, if required, will be available to our company or on acceptable terms.
-9-
We do not expect any significant purchases of plant and equipment or any increase in the number of employees in the near future.
(b) Off-balance sheet arrangements
We do not have any off-balance sheet arrangements.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2010 that have affected, or are reasonably likely to affect, our internal control over financial reporting.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
|
Exhibit
|
Incorporated by reference
|
Filed
|
|||
|
Number
|
Description
|
Form
|
Date
|
Number
|
Herewith
|
|
3.1
|
Articles of Incorporation.
|
SB-2
|
6/26/06
|
3.1
|
|
|
3.2
|
By-Laws.
|
SB-2
|
6/26/06
|
3.2
|
|
|
4.1
|
Specimen Stock Certificate.
|
SB-2
|
6/26/06
|
4.1
|
|
|
10.1
|
License agreement with Free Enterprise Press.
|
SB-2
|
6/26/06
|
10.1
|
|
|
10.2
|
License agreement with Global Commodity Press.
|
SB-2
|
6/26/06
|
10.2
|
|
|
10.3
|
Agreement with Kroll Direct Marketing.
|
SB-2
|
6/26/06
|
10.3
|
|
-10-
|
10.4
|
Agreement with Infomat Inc.
|
SB-2
|
6/26/06
|
10.4
|
|
|
10.5
|
Agreement with Marketing Software Company.
|
SB-2
|
6/26/06
|
10.5
|
|
|
10.6
|
Agreement with List Fusion.
|
SB-2
|
6/26/06
|
10.6
|
|
|
31.1
|
Certification of Principal Executive Officer and Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
99.1
|
Subscription Agreement.
|
POS AM
|
6/03/10
|
99.1
|
-11-
Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14th day of February, 2011.
|
SINO AMERICAN OIL COMPANY
|
||
|
(the "Registrant")
|
||
|
BY:
|
RONALD HUGHES
|
|
|
Ronald Hughes
|
||
|
President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and sole member of the Board of Directors
|
||
-12-
|
Exhibit
|
Incorporated by reference
|
Filed
|
|||
|
Number
|
Description
|
Form
|
Date
|
Number
|
Herewith
|
|
3.1
|
Articles of Incorporation.
|
SB-2
|
6/26/06
|
3.1
|
|
|
3.2
|
By-Laws.
|
SB-2
|
6/26/06
|
3.2
|
|
|
4.1
|
Specimen Stock Certificate.
|
SB-2
|
6/26/06
|
4.1
|
|
|
10.1
|
License agreement with Free Enterprise Press.
|
SB-2
|
6/26/06
|
10.1
|
|
|
10.2
|
License agreement with Global Commodity Press.
|
SB-2
|
6/26/06
|
10.2
|
|
|
10.3
|
Agreement with Kroll Direct Marketing.
|
SB-2
|
6/26/06
|
10.3
|
|
|
10.4
|
Agreement with Infomat Inc.
|
SB-2
|
6/26/06
|
10.4
|
|
|
10.5
|
Agreement with Marketing Software Company.
|
SB-2
|
6/26/06
|
10.5
|
|
|
10.6
|
Agreement with List Fusion.
|
SB-2
|
6/26/06
|
10.6
|
|
|
31.1
|
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
32.1
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
99.1
|
Subscription Agreement.
|
POS AM
|
6/03/10
|
99.1
|
|
-13-