Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - ACCESS US OIL & GAS, INC. | Financial_Report.xls |
| EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER (302) - ACCESS US OIL & GAS, INC. | accessoilexh311.htm |
| EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER (302) - ACCESS US OIL & GAS, INC. | accessoilexh312.htm |
| EX-32.1 - CERTIFICATION OF CHIEF FINANCIAL OFFICER (902) - ACCESS US OIL & GAS, INC. | accessoilexh321.htm |
| EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER (902) - ACCESS US OIL & GAS, INC. | accessoilexh322.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 2013
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to________
Commission File Number: 0-54721
ACCESS US OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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46-1035533
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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665 Woodland Square Loop SE
Suite 100
Lacey, Washington 98503
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: 360-970-2647
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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). [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (do not check if smaller reporting company)
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Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.
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Class
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Outstanding as of October 31, 2013
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Common Stock, par value $0.0001
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21,280,000 shares
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Documents incorporated by reference: None
ACCESS US OIL & GAS, INC.
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2013
TABLE OF CONTENTS
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Page
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PART I – FINANCIAL INFORMATION
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Item 1.
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Condensed Financial Statements.
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2
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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9
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk.
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10
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Item 4.
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Controls and Procedures.
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10
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PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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11
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Item 1A.
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Risk Factors.
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11
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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11
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Item 3.
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Defaults Upon Senior Securities.
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11
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Item 4.
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Mine Safety Disclosures.
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11
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Item 5.
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Other Information.
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11
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Item 6.
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Exhibits.
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12
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Signatures.
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12
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1
ITEM 1. Financial Statements
ACCESS US OIL & GAS, INC
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
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September 30,
2013
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December 31,
2012
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(unaudited)
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(audited)
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|||||||
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ASSETS:
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Current assets:
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Cash
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$ | 97,537 | $ | 1,769 | ||||
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Total current assets
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97,537 | 1,769 | ||||||
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Prepaid deposits
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339,031 | 500,000 | ||||||
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Short-term investments
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2,000,000 | - | ||||||
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Total assets
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$ | 2,436,568 | $ | 501,769 | ||||
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LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT):
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||||||||
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Current liabilities:
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Accounts payable
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$ | 200,739 | $ | 88,238 | ||||
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Due to related parties
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2,710,000 | 530,000 | ||||||
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Total current liabilities
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2,910,739 | 618,238 | ||||||
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Long term notes payable, net of discount
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345,406 | 218,750 | ||||||
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Total liabilities
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3,256,145 | 836,988 | ||||||
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Shareholders' Deficit
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Preferred stock, par value $0.0001 per share, 20,000,000 shares authorized, no share issued and outstanding
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- | - | ||||||
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Common stock, par value $0.0001 per share, 100,000,000 shares authorized, 21,280,000 and 20,700,000 shares issued and outstanding as of September 30, 2013 and December 31,2012, respectively
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2,128 | 2,070 | ||||||
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Additional paid-in capital
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22,053 | 4,711 | ||||||
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Accumulated deficit
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(843,758 | ) | (342,000 | ) | ||||
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Total shareholders' deficit
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(819,577 | ) | (335,219 | ) | ||||
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Total liabilities and shareholders' deficit
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$ | 2,436,568 | $ | 501,769 | ||||
See accompanying Notes to Condensed Consolidated Financial Statements.
2
ACCESS US OIL & GAS, INC
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
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Three Months Ended September 30,
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Nine Months Ended September 30,
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From Inception
(April 23,
2012) to
September 30,
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2013
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2012
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2013
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2012
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2013 | |||||||||||||||||
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Operating expenses:
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General and administrative
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$ | 90,342 | $ | 85,000 | $ | 252,404 | $ | 85,750 | $ | 474,430 | |||||||||||
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Professional expenses
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40,705 | - | 241,358 | - | 360,801 | ||||||||||||||||
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Loss from operations
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131,046 | 85,000 | 493,762 | 85,750 | 835,231 | ||||||||||||||||
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Other expenses:
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Interest expense
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4,251 | - | 7,996 | - | 8,527 | ||||||||||||||||
| 4,251 | - | 7,996 | - | 8,527 | |||||||||||||||||
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Loss before income tax
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135,297 | 85,000 | 501,758 | 85,750 | 843,758 | ||||||||||||||||
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Income tax expense
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- | - | - | - | - | ||||||||||||||||
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Net loss
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$ | (135,297 | ) | $ | (85,000 | ) | $ | (501,758 | ) | $ | (85,750 | ) | $ | (843,758 | ) | ||||||
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Basic and dilutted loss per common shares
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$ | (0.01 | ) | $ | (0.00 | ) | $ | (0.02 | ) | $ | (0.00 | ) | |||||||||
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Basic and dilutted weighted average common shares outstanding
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20,729,414 | 20,000,000 | 20,729,414 | 20,000,000 | |||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
3
ACCESS US OIL & GAS, INC
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
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Nine Months Ended September 30,
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From Inception
(April 23,
2012) to
September 30,
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2013
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2012
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2013 | ||||||||||
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Operating activities:
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Net loss
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(501,758 | ) | (85,750 | ) | (843,758 | ) | ||||||
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Adjustments to reconcile net loss to cash used in operating activities:
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Depreciation and amortization
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1,656 | - | 2,187 | |||||||||
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Changes in operating assets and liabilities:
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Accounts payable
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112,501 | - | 200,739 | |||||||||
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Net cash used in operating activities
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(387,601 | ) | (85,750 | ) | (640,832 | ) | ||||||
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Investing activities:
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Purchases of cost method investments
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(2,000,000 | ) | - | (2,000,000 | ) | |||||||
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Deposits to Comanche Exploration, LLC
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(500,000 | ) | - | (1,000,000 | ) | |||||||
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Refund of prepaid deposits from Comanche Exploration, LLC
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660,969 | - | 660,969 | |||||||||
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Net cash used in investing activities
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(1,839,031 | ) | - | (2,339,031 | ) | |||||||
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Financing activities:
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Redemption of common stock
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- | - | (1,950 | ) | ||||||||
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Proceeds from issuance of common stock
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58 | 2,000 | 2,008 | |||||||||
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Proceeds from borrowings from related parities
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2,180,000 | - | 2,710,000 | |||||||||
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Proceeds from notes payable borrowing
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125,000 | - | 350,000 | |||||||||
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Proceeds from shareholders' paid-in capital
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17,342 | 85,750 | 17,342 | |||||||||
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Net cash generated by financing activities
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2,322,400 | 87,750 | 3,077,400 | |||||||||
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Increase in cash and cash equivalents
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95,768 | 2,000 | 97,537 | |||||||||
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Cash, beginning of the period
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$ | 1,769 | - | - | ||||||||
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Cash, end of the period
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$ | 97,537 | $ | 2,000 | $ | 97,537 | ||||||
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Supplemental cash flow disclosure:
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||||||||||||
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Cash paid for interest
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$ | 6,340 | - | $ | 6,340 | |||||||
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Cash paid for income taxes
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- | - | - | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements.
4
ACCESS US OIL & GAS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Access US Oil & Gas, Inc. (the "Company") was incorporated on April 23, 2012 under the laws of the State of Delaware. On September 7, 2012, the shareholders of the Company and the Board of Directors unanimously approved the change of the Registrant's name from Gumtree Acquisition Corporation to Access US Oil & Gas, Inc.
The Company is in the development stage and is raising capital to invest in oil exploration and drilling.
BASIS OF PRESENTATION
The accompanying condensed financial statements have been prepared in accordance with the United States generally accepted accounting principles ("U.S. GAAP").
In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company's financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended September 30, 2013, are not necessarily indicative of the results that may be expected for the entire year.
Certain information and footnote disclosure normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission ("SEC"). These unaudited condensed financial statements should be read in conjunction with our audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012, filed on April 15, 2013; and the Company’s Quarterly Report on Form 10-Q for the periods ended March 31, 2013 and June 30, 2013, filed on May 20, 2013 and August 12, 2013, respectively.
USE OF ESTIMATES
Financial statements prepared in accordance with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management makes estimates relating to the fair value of financial instruments and the valuation allowance related to deferred income tax assets. Actual results could differ from those estimates.
CONCENTRATION OF RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2013.
INCOME TAXES
Under Accounting Standards Codification (“ASC”) 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.
5
LOSS PER COMMON SHARE
The basic loss per share is the same as the diluted loss per share as there are no potentially dilutive shares. The loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would share in the loss of the entity.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 inputs are unobservable inputs for the asset or liability.
The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred.
The Company's financial instruments consisted of cash, short-term investments, accounts payable, due to related parties and notes payable. The estimated fair value of these instruments approximates its carrying amount due to the short maturity of these instruments.
RECENT ACCOUNTING PRONOUNCEMENTS
There are no recently issued accounting pronouncements or standards updates that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.
2 - GOING CONCERN
The Company had incurred operating losses since inception and had negative cash flows from operations. It also had an accumulated deficit of $843,758 as of September 30, 2013. As a result, the Company's continuation as a going concern is dependent on its ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its obligations.
These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow.
6
There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
3 – DEPOSITS AND OTHER ASSETS
On October 17, 2012, the Company entered into the Orion Mississippian Project agreement with Comanche Exploration Company, LLC (“Comanche”), an oil exploration and drilling company, to develop and drill wells. The Company agreed to acquire a 12.5% interest in the project comprising four initial wells for a total estimated investment of $3,812,500. On December 15, 2012, the Company made the refundable security deposit of $500,000. The amounts have been recorded as deposits on the accompanying balance sheet as of December 31, 2012.
On January 31, 2013, the Company made the second refundable security deposit of $500,000 as collateral to Comanche.
On June 21, 2013, the Company made the initial investment of $1,500,000 to Comanche for the estimated Authority for Expenditure (“AFE”) of $2,339,031.25. The amounts have been recorded as deposits and other assets on the accompanying balance sheet as of September 30, 2013.
On June 26, 2013, the Company received a deposit refund of $160,969.
On September 4, 2013, the Company made the second investment of $500,000 to receive a deposit refund.The amounts have been recorded as short-term investments on the accompanying balance sheet as of September 30, 2013.
On September 5, 2013, the Company received a deposit refund of $500,000.
The Company shall be responsible for its proportionate share of all costs, risks and expenses incurred in drilling, completing and equipping of the wells for the project. When the actual costs of drilling, completing and equipping the wells have been determined, Comanche shall refund to the Company any net amounts paid but not expended; or invoice the Company for costs incurred in addition to sums advanced, on a well by well basis.
As of September 30, 2013, the Comanche project had not commenced. The Company accounts for its investment in Comanche under the cost method.
4 – DUE TO RELATED PARTY
On December 1, 2012, the Company entered into a promissory note agreement with Access the USA (“AUSA”), a related party entity through common ownership. Under the terms of the agreement, any borrowings are due on demand and accrue interest at 5% per annum starting on January 1, 2013. As of September 30, 2013, AUSA had advanced the Company an aggregate total of $710,000 to fund the project with Comanche.
On June 21, 2013, the Company entered into a credit agreement with Orion Oil and Gas I LP (“Orion I”), a related party entity through common ownership. Under the terms of the agreement, loans may be made to the Company in the aggregate maximum principal amount of $12,500,000; which accrue interest at 5% per annum commencing on June 21, 2013. As of September 30, 2013, Orion I had advanced the Company an aggregate total of $2,000,000 to fund the project with Comanche.
7
5 – LONG TERM NOTES PAYABLE
On October 5, 2012 and February 22, 2013, the Company borrowed $150,000 and $50,000, respectively, from an individual pursuant to a promissory note agreement. The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issue. In connection with this note payable, the Company issued 400,000 shares of common stock to the individual on October 5, 2012 as an inducement to make the loan.
On October 8, 2012 and August 14, 2013 the Company borrowed $75,000 and $75,000, respectively, from an individual pursuant to a promissory note agreement. The note has an interest rate of 0% per annum and 50% is due two years from the date of issue, and the remaining 50% is due three years from the date of issue. In connection with this note payable, the Company issued 300,000 shares of common stock to the individual on October 8, 2012 as an inducement to make the loan.
The fair value of the common stock issued in connection with the above note payable was allocated on a pro rata basis to the proceeds from the note payable. The aggregate amount allocated to the value of the common stock amounted to $6,781, which has been recorded as a discount to the note payable in the accompanying balance sheets and is being amortized as interest expense over the life of the note payable. The amount amortized as interest expense for the nine months ended September 30, 2013 amounted to $552, and the remaining unamortized discount amount of $4,594 as of September 30, 2013 will be amortized through October 2015.
6 - STOCKHOLDER'S EQUITY
The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.
On April 30, 2012, the Company issued 20,000,000 common shares to two directors and officers for $2,000 in cash.
On September 7, 2012, the registrant redeemed an aggregate of 19,500,000 of the 20,000,000 shares of outstanding stock at a redemption price of $0.0001 per share for an aggregate redemption price of $1,950.
On September 8, 2012, the Company issued 19,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par for an aggregate of $1,950 representing 97.5% of the total outstanding 20,000,000 shares of common stock.
On October 5, 2012, the Company issued 400,000 shares of common stock to a debt holder as an inducement to provide the loan.
On October 8, 2012, the Company issued 300,000 shares of common stock to a debt holder as an inducement to provide the loan.
In September, 2013, 580,000 shares of common stock sold in public offering with a price of $0.03 per share to 58 subscribers for an aggregate of $17,400.
As of September 30, 2013, the Company has 21,280,000 shares of common stock and no preferred stock was issued and outstanding.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
As used in this "Management's Discussion and Analysis of Financial Condition and Results of Operations," except where the context otherwise requires, the term "we," "us," or "our," refers to the business of Access US Oil & Gas, Inc.
Overview
We were incorporated on April 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On September 7, 2012, the shareholders of the Company and the Board of Directors unanimously approved the change of the Registrant's name to Access US Oil & Gas, Inc. and filed such change with the State of Delaware.
We are in the development stage and operations to date have been to obtain agreements with Comanche for oil exploration and drilling, as well as efforts to raise debt financing to invest with Comanche.
Through September 30, 2013, the Company had not generated revenues and had no income or cash flows from operations. As a result, there is substantial doubt about the Company's ability to continue as a going concern. Such continuation is dependent on the Company’s ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its financial obligations.
Management plans to raise additional debt financing to pay expenses until the cash flows from operations are adequate to meet its obligations. There is no assurance that the Company will ever be profitable. The accompanying condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
Results of Operations and Financial Condition for the Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012
For the three month periods ended September 30, 2013 and 2012, the Company had no revenue. Operating expenses for the three month periods ended September 30, 2013 and 2012 were $131,046 and $85,000, respectively. Operating expenses primarily represented expenses associated with obtaining our agreements with Comanche Exploration Company, LLC (“Comanche”) for future oil exploration activities, as well as consulting and legal fees in order to comply with regulatory requirements.
Liquidity and Capital Resources
During the nine months ended September 30, 2013, cash used in operating activities was $387,601. This was primarily the result of our net loss of $501,758, partially offset by an increase in accounts payable of $112,501.
9
During the nine months ended September 30, 2013, cash used in investing activities was $1,839,031, which comprised investments in and deposit to Comanche in the amount of $2,500,000, partially offset by a refund of $660,969.
During the nine months ended September 30, 2013, cash provided by financing activities amounted to $2,322,400, which was the result of $2,180,000 in borrowings from a related party during the year. Of this amount received from the related party, $2,000,000 was deposited with Comanche toward our oil exploration and drilling agreement; and $665,000 was paid to AUSA toward our promissory note agreement.
As of September 30, 2013, the Company had cash available of $97,537. As discussed above, the Company plans to raise additional debt and equity financing to meet its obligations as they become due.
The period from inception (April 23, 2012) through September 30, 2012, was not comparable with the nine months ended September 30, 2013, due to the short duration of the fiscal period.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports that are filed under the Exchange Act is accumulated and communicated to our Principal Executive Officer, as appropriate to allow timely decisions regarding required disclosure.
Evaluation of disclosure and controls and procedures.
We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our interim principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on this evaluation, our principal executive officer and our principal financial and accounting officer concluded that our disclosure controls and procedures were not effective as of December 31, 2012.
The determination that our disclosure controls and procedures were not effective as of September 30, 2013 was a result of:
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·
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the fact that we do not have significant operations and as a result do not have an internal accounting and financial reporting department; and
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·
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insufficient segregation of duties.
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10
Changes in internal controls over financial reporting.
There were no changes in the Company's internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.
ITEM 1A. RISK FACTORS
Not applicable for smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable
ITEM 5. OTHER INFORMATION
None.
11
ITEM 6. EXHIBITS
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Exhibit Number
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Description
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31.1#
|
Certification of Chief Executive Officer (302)
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|
31.2#
|
Certification of Chief Financial Officer (302)
|
|
32.1#
|
Certification of Chief Financial Officer (902)
|
|
32.2#
|
Certification of Chief Financial Officer (902)
|
|
101 INS
|
XBRL Instance Document**
|
|
101 SCH
|
XBRL Schema Document**
|
|
101 CAL
|
XBRL Calculation Linkbase Document**
|
|
101 DEF
|
XBRL Definition Linkbase Document**
|
|
101 LAB
|
XBRL Labels Linkbase Document**
|
|
101 PRE
|
XBRL Presentation Linkbase Document**
|
|
*
|
Filed herewith.
|
|
**
|
The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ACCESS US OIL AND GAS, INC.
By: /s/ Michael Mattox
President
Dated: November 6, 2013
By: /s/ Charles McSwain
Principal financial officer
Dated: November 6, 2013
Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature
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Title
|
Date
|
|
/s/ Michael Mattox
|
Director, President and Principal Executive Officer
|
November 6, 2013
|
|
Michael Mattox
|
||
|
/s/ Charles McSwain
|
Director and Principal Financial Officer
|
November 6, 2013
|
|
Charles McSwain
|
12