UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

_________________

FORM 10-Q

_________________

 

      . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

      .TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 333-171470

GEORGETOWN CORPORATION

 (Name of small business issuer in its charter)

 

Nevada		36-4735954
(State of incorporation)		(I.R.S. Employer Identification No.)

 

7100 South Bryant Avenue

Oklahoma City, Oklahoma 73149

 (Address of principal executive offices)

 

(405) 254-4422

 (Registrant’s telephone number)

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      .

 

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      . No      . (Not required)

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      . No  X  .

As of August 14, 2012 there were 340,000,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.

---

GEORGETOWN CORPORATION *

TABLE OF CONTENTS

		Page
PART I.              FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	13
ITEM 4.	CONTROLS AND PROCEDURES	14
PART II.            OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	15
ITEM 1A.	RISK FACTORS	15
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4.	MINE SAFETY DISCLOSURES	15
ITEM 5.	OTHER INFORMATION	15
ITEM 6.	EXHIBITS	16

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”).  This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Georgetown Corporation (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements.  Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology.  These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass.  Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.  Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words “we,” “our,” “us,” “GTCP,” the “Company,” refers to Georgetown Corporation.  

2

---

PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

GEORGETOWN CORPORATION

(formerly Yukonic Minerals Corp.)

Consolidated Financial Statements

As at June 30, 2012 (unaudited) and September 30, 2011

Consolidated Balance Sheets

4

Consolidated Statements of Operations

5

Consolidated Statements of Cash Flows

6

Notes to the Consolidated Financial Statements

7

3

---

GEORGETOWN CORPORATION

(formerly Yukonic Minerals Corp.)

Consolidated Balance Sheets

(Expressed in US dollars)

(unaudited)

	June 30, 2012 $		September 30, 2011 $
ASSETS
Current Assets
Cash	100,013		532
Total Assets	100,013		532
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	9,435		22,111
Accounts payable, related party	59,260		–
Related party loan	–		106,282
Total Liabilities	68,695		128,393
STOCKHOLDERS’ DEFICIT
Preferred Stock:       Authorized: 50,000,000 preferred shares, $0.001 par value
Issued and Outstanding: nil preferred shares	–		–
Common Stock: Authorized: 700,000,000 common shares, $0.001 par value
Issued and Outstanding: 540,000,000 common shares	540,000		540,000
Additional Paid-In Capital	(356,239)		(529,132)
Accumulated deficit during the exploration stage	(152,443)		(138,729)
Total Stockholders’ Deficit	(31,318)		(127,861)
Total Liabilities and Stockholders’ Deficit	100,013		532

Please see accompanying notes to consolidated financial statements.

4

---

GEORGETOWN CORPORATION

(formerly Yukonic Minerals Corp.)

Consolidated Statements of Operations

(Expressed in US dollars)

(unaudited)

	For the three months ended June 30, 2012 $	For the three months ended June 30,  2011 $	For the nine months ended June 30, 2012 $	For the nine months ended June 30,  2011 $	Accumulated from May 26, 2010 (date of inception) to June 30, 2012 $
Revenues	98,135	–	98,135	–	98,135
Cost of sales	(65,601)	–	(65,601)	–	(65,601)
Gross Profit	32,534	–	32,534	–	32,534
Operating Expenses
General and administrative	1,621	16,232	3,242	24,395	35,247
Professional fees	2,725	3,100	37,397	19,300	122,558
Total Operating Expenses	4,346	19,332	40,639	43,695	157,805
Income (loss) before other expenses	28,188	(19,332)	(8,105)	(43,695)	(125,271)
Other Expense
Loss on foreign currency exchange	–	–	–	–	(195)
Impairment	–	–	–	–	(15,000)
Interest expense	(1,130)	(1,429)	(5,609)	(3,777)	(11,977)
Total Other Income (Expense)	(1,130)	(1,429)	(5,609)	(3,777)	(27,172)
Net Income (Loss)	27,058	(20,761)	(13,714)	(47,472)	(152,443)
Net Loss per Share – Basic and Diluted	0.00	(0.00)	(0.00)	(0.00)
Weighted Average Shares Outstanding – Basic and Diluted	540,000,000	540,000,000	540,000,000	540,000,000

Please see accompanying notes to consolidated financial statements.

5

---

GEORGETOWN CORPORATION

(formerly Yukonic Minerals Corp.)

Consolidated Statements of Cashflows

(Expressed in US dollars)

(unaudited)

	For the nine months ended June 30, 2012 $	For the nine months ended June 30, 2011 $	Accumulated from May 26, 2010 (date of inception)  to June 30, 2012 $
Operating Activities
Net loss for the period	(13,714)	(47,472)	(152,443)
Adjustments to reconcile net loss to net cash used for operating activities:
Impairment of mineral rights acquisition	–	–	15,000
Imputed interest	5,161	3,777	11,529
Changes in assets and liabilities:
Accounts payable	33,774	(7,250)	18,252
Accounts payable, related party	59,260	–	59,260
Net Cash Used In Operating Activities	84,481	(50,945)	(48,402)
Investing Activities
Mineral rights acquisition	–	–	(15,000)
Net Cash (Used In) Investing Activities	–	–	(15,000)
Financing Activities
Proceeds from sale of common stock	–	–	4,500
Proceeds from related party loan	–	34,009	223,147
Proceeds from note payable	15,000	–	15,000
Repayments to related party	–	–	(79,232)
Net Cash Provided by Financing Activities	15,000	34,009	163,415
Change in Cash	99,481	(16,936)	100,013
Cash – Beginning of Period	532	17,457	–
Cash – End of Period	100,013	521	100,013
Supplemental Disclosures
Interest paid	–	–	–
Income tax paid	–	–	–
Non-cash Financing Activities:
Settlement of debt upon change in control	167,732	–	167,732
Forgiveness of debt upon change in control	140,682	–	140,682

Please see accompanying notes to consolidated financial statements.

6

---

GEORGETOWN CORPORATION

(formerly Yukonic Minerals Corp.)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

1.

Nature of Operations and Continuance of Business

Georgetown Corporation (formerly Yukonic Minerals Corp.) (the “Company”) was incorporated in the State of Nevada on May 26, 2010. On June 11, 2012, the Company established a wholly owned subsidiary, Synergy Oil Tool & Supply LLC, which was incorporated in the State of Nevada. The subsidiary was established to provide oilfield equipment to both independent and major oilfield companies involved in the exploration, production and development of oil and gas properties in both domestic and international markets. Since its incorporation on June 11, 2012, the subsidiary has generated gross revenues of $98,135.

Going Concern

These consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to establish profitable operations and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. As of June 30, 2012, the Company has an accumulated deficit of $152,443. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

2.

Summary of Significant Accounting Policies

a)

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.  The Company’s fiscal year end is September 30.

b)

Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)

Cash and cash equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  

d)

Mineral Property

The Company owns a mineral claim with a historical cost of $15,000 which is currently deemed fully impaired in the absence of sufficiently developed plans to extract the minerals. The Company does not rent any property.

e)

Revenue Recognition

The Company recognizes revenue when all four of the following criteria are met: 1) persuasive evidence of an arrangement exists; 2) delivery has occurred and title has transferred or services have been rendered; 3) our price to the buyer is fixed or determinable; and 4) collectability is reasonably assured.   

7

---

f)

Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

g)

Fair Value of Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts due to related parties.  Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

h)

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in this financial statement because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

i)

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of June 30, 2012 and September 30, 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

j)

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations

8

---

3.

Related Party Transactions

On May 8, 2012, the Company’s former President and Director forgave a loan due from the Company in the amount of $23,817 and forgave the balance of the shareholder loan due from the Company resulting in an increase to Additional Paid In Capital of $140,682. As at June 30, 2012, imputed interest of $3,745 was recorded and included in Additional Paid in Capital.

On November 30, 2011, the Company’s former President and Director for gave a loan due from the Company in the amount of $79,232, resulting in an increase to Additional Paid In Capital of $27,050. Imputed interest of $1,416 was recorded and included in Additional Paid in Capital.

The Company purchases used oil pipe from a company in which the brother of one of our directors holds a partial ownership stake. Management believes that such transactions contain terms similar to those that would have been obtained from unaffiliated third parties. Related party cost of sales for the three months ended June 30, 2012 and 2011 were $65,601 and $0, respectively. The accounts payable for this company was $59,260 as of June 30, 2012.

4.

Note Payable

On January 20, 2012, the Company issued a note payable to a non-related party for proceeds of $15,000. Under the terms of the note, the amount owing is unsecured, bears interest at 10% per annum and is due on demand. On May 8, 2012, this note was settled by the former President and Director of the Company along with accrued interest of $448, refer to Note 3.

5.

Common Shares

On January 10, 2012, the Company’s Board of Directors authorized a 400:1 forward split of its common stock and increased its authorized shares to 750,000,000 shares consisting of 700,000,000 common shares and 50,000,000 preferred shares. The effects of the forward split increased the issued and outstanding common shares from 1,350,000 shares to 540,000,000 shares. There were no effects on preferred shares as there were no issued or outstanding preferred shares at the time of the forward split. All effects of the forward stock split have been applied retroactively to the Company’s date of inception.

On May 8, 2012, Mr. D. Melvin Swanson (“Mr. Swanson”) acquired control of four hundred million (400,000,000) shares (the “Shares”) of the issued and outstanding common stock of the Company, representing approximately 74.07% of the Company’s total issued and outstanding common stock, from Mr. Mackie Barch (“Mr. Barch”) in accordance with a stock purchase agreement by and between Mr. Barch and Mr. Swanson (the “Stock Purchase Agreement”).  Pursuant to the Stock Purchase Agreement, Mr. Swanson paid an aggregate purchase price of twenty five thousand US dollars ($25,000) to Mr. Barch in exchange for the Shares.  The Company has maintained the business plan originally set forth by previous management with the addition of new lines of business and services within the same business plan.  There were no other entities involved in the transaction and no other assets or business operations were included with the change of control.    

6.

Subsequent Events

Management has evaluated all events that occurred after the balance sheet date through the date when these financial statements were issued and determined that the following subsequent event was required to be disclosed:

On July 18, 2012, as part of the previous change of control, 200,000,000 shares of the Company common stock was cancelled and returned to the treasury.

9

---

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our 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 those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions.  In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

GENERAL

Georgetown Corporation was incorporated in the State of Nevada on May 26, 2010. On June 11, 2012, the Company established a wholly owned subsidiary, Synergy Oil Tool & Supply LLC, which was incorporated in the State of Nevada. The subsidiary was established to provide oilfield equipment to both independent and major oilfield companies involved in the exploration, production and development of oil and gas properties in both domestic and international markets.

RESULTS OF OPERATIONS

Working Capital

	June 30, 2012 $	September 30, 2011 $
Current Assets	100,013	532
Current Liabilities	68,695	128,393
Working Capital (Deficit)	31,318	(127,861)

Cash Flows

	June 30, 2012 $	June 30, 2011 $
Cash Flows from (used in) Operating Activities	84,481	(50,945)
Cash Flows from (used in) Financing Activities	15,000	34,009
Net Increase (decrease) in Cash During Period	99,481	(16,936)

Results of Operations

Comparison of Three Months Ended June 30, 2012 and 2011

Revenues. Revenue for the three months ended June 30, 2012 of $98,135 relates to revenue earned by Synergy for oilfield equipment and services.

Cost of Sales. The cost of sales of $65,601 for the three months ended June 30, 2012 consist of oil pipe and services associated with inspections.

Operating Expenses. Operating expenses consist primarily of professional fees and other general corporate expenses. Operating expenses for the three months ended June 30, 2012 totaled $4,346, compared to $19,332 during the same period of 2011. The decrease of $14,986, or 78%, resulted primarily from a $14,611 decrease in general and administrative expenses as compared to the first quarter of 2011.

Net Loss. We incurred net income of $27,058 for the three months ended June 30, 2012, compared to a net loss of $20,761 for the same period in 2011.  This increase in net income is due an increase in gross profit for the period.  

10

---

Comparison of Nine Months Ended June 30, 2012 and 2011

Revenues. Revenue for the nine months ended June 30, 2012 of $98,135 relates to revenue earned by Synergy for oilfield equipment and services.

Cost of Sales. The cost of sales of $65,601 for the nine months ended June 30, 2012 consist of oil pipe and services associated with inspections.

Operating Expenses. Operating expenses consist primarily of professional fees and other general corporate expenses. Operating expenses for the nine months ended June 30, 2012 totaled $40,639, compared to $43,695 during the same period of 2011. The decrease of $3,056, or 7%, resulted primarily from a $21,153 decrease in general and administrative expenses as compared to the first quarter of 2011 offset by a increase of $18,097 in professional fees.

Net Loss. We incurred a net loss of $13,714 for the nine months ended June 30, 2012, compared to a net loss of $47,472 for the same period in 2011.  This increase in net income is due an increase in gross profit for the period.  

Inception to June 30, 2012.

Revenues. Revenue from our inception on May 26, 2010 to June 30, 2012 of $98,135 relates to revenue earned by Synergy for oilfield equipment and services.

Cost of Sales. The cost of sales of $65,601 from our inception on May 26, 2010 to June 30, 2012 consists of oil pipe and services associated with inspections.

Operating Expenses. Since our inception on May 26, 2010 to June 30, 2012, we have incurred total operating expenses of $157,805.  Our professional fees consist primarily of legal, accounting and auditing fees. Since our inception on May 26, 2010 until June 30, 2012, we have spent $122.558 on professional fees.  Since our inception on May 26, 2010 until June 30, 2012, we have spent $35,247 on office and general fees.

Net Loss. From inception on May 26, 2010 to June 30, 2012, we have incurred a net loss of $152,443.  Our basic and diluted loss per share was $0.00 for the nine months ended June 30, 2012, and ($0.00) for the same period in 2011.

Liquidity and Capital Resources

As of June 30, 2012, we had cash of $100,013 and working capital of $31,318.  As of June 30, 2012, our accumulated deficit was $152,443.  For the nine months ended June 30, 2012, our net loss was $13,714 compared to a net loss of $47,472 during the same period in 2011.  This increase in net income was due to an increase in profit margins from our subsidiary, Synergy.

We gained net cash of $84,481 in operating activities for the nine months ended June 30, 2012, compared to using net cash of $50,945in operating activities for the same period in 2011.  We did not use any money in investing activities for the nine months ended June 30, 2012, nor did we use any money for investing activities during the same period in 2011.  

Cashflow from Operating Activities

During the period ended June 30, 2012, the Company received $84,481 of cash for operating activities compared to the use of $50,945 of cash for operating activities during the period ended June 30, 2011.  The decrease in the amounts of cash used for operating activities was due to the fact that the Company has started producing revenues from its subsidiary, Synergy, which produced a gross profit for the period.

Cashflow from Investing Activities

During the periods ended June 30, 2012 and 2011, the Company did not have any investing activities.

Cashflow from Financing Activities

During the period ended June 30, 2012, the Company had received proceeds of $15,000 for a note payable issued to a non-related party for financing activities compared to receiving proceeds of $34,009 from related parties for financing activities during the period ended June 30, 2011.  

11

---

Quarterly Developments

On May 8, 2012, Mr. D. Melvin Swanson (“Mr. Swanson”) acquired control of four hundred million (400,000,000) shares (the “Shares”) of the issued and outstanding common stock of the Company, representing approximately 74.07% of the Company’s total issued and outstanding common stock, from Mr. Mackie Barch (“Mr. Barch”) in accordance with a stock purchase agreement by and between Mr. Barch and Mr. Swanson (the “Stock Purchase Agreement”).  Pursuant to the Stock Purchase Agreement, Mr. Swanson paid an aggregate purchase price of twenty five thousand US dollars ($25,000) to Mr. Barch in exchange for the Shares (the “Acquisition”).

As part of the Acquisition the following changes to the Company's directors and officers have occurred:

·

As of May 8, 2012, Mr. Swanson was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director.

·

As of May 8, 2012, Mr. Barch resigned as the sole member of the Company’s Board of Directors and as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.

Subsequent to the Acquisition, the following changes to the Company's directors and officers have occurred:

·

As of May 31, 2012, Mr. Carl Swan was appointed as the Company’s Chief Executive Officer.

·

As of May 31, 2012, Mr. Thomas Seifert was appointed as the Company’s Chief Financial Officer and Treasurer.

·

As of May 31, 2012, Mr. James Ruth was appointed as the Company’s Secretary and as a Director.

·

As of May 31, 2012, Mr. Glenn Houck was appointed as a Company’s Director.

·

As of May 31, 2012, Mr. Swanson resigned as the Company’s Chief Executive Officer, Chief Financial Officer, Treasurer, and Secretary.

Subsequent Developments

·

As of July 31, 2012, Mr. Swanson resigned from the Company’s Board of Directors.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities.  For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations.  Issuances of additional shares will result in dilution to existing stockholders.  There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Off-Balance Sheet Arrangements

We have no significant 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 are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.  The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements.  A complete summary of these policies is included in the notes to our financial statements.  In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances.  Actual results could differ from those estimates made by management.

12

---

Recently Issued Accounting Pronouncements

In March 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-11 (“ASU No. 2010-11”), “Derivatives and Hedging (ASC Topic 815): Scope Exception Related to Embedded Credit Derivatives.”  The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010.  Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update.  The Company’s adoption of provisions of ASU No. 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASU 2010-10 (“ASU No. 2010-10”), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period.  Early application is not permitted.  The Company’s adoption of provisions of ASU No. 2010-10 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASU 2010-09 (“ASU No. 2010-09”), “Subsequent Events (ASC Topic 855): Amendments to Certain Recognition and Disclosure Requirements.”  ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events.  The Company’s adoption of provisions of ASU No. 2010-09 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued ASU 2010-06 (“ASU No. 2010-06”), “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets.  This ASU is effective for interim and annual reporting periods beginning after December 15, 2009.  The Company’s adoption of provisions of ASU No. 2010-06 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued an amendment to ASC Topic 505, “Equity”, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The Company’s adoption of the amendment to ASC Topic 505 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued an amendment to ASC Topic 820, “Fair Value Measurements and Disclosure”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.  The Company’s adoption of the amendment to ASC Topic 820 did not have a material effect on the financial position, results of operations or cash flows of the Company.

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

13

---

ITEM 4. 

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2012 due to the fact that there is a lack of segregation of duties due to the limited nature and resources of the Company and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.  However, the company has remedied one of its material weaknesses due to the recent changes to the Board of Directors.  This material weakness previously resulted from the Board of Directors not having any independent members and no director that qualified as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.  Please refer to our Annual Report on Form 10-K as filed with the SEC on January 13, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

14

---

PART II - OTHER INFORMATION

ITEM 1. 

LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.

RISK FACTORS

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.

ITEM 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1.

Quarterly Issuances:

During the quarter, we did not issue any unregistered securities other than as previously disclosed.

2.

Subsequent Issuances:

Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  

MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.

OTHER INFORMATION

None.

15

---

ITEM 6.

EXHIBITS

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with 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.

  

Dated:     August 14, 2012	By:	/s/ Carl Swan
		Carl Swan, Chief Executive Officer (principal executive officer)
Dated:     August 14, 2012	By:	/s/ Thomas Seifert
		Thomas Seifert, Chief Financial Officer (principal financial and accounting officer)

16