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 SEPTEMBER 30, 2013
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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: 000-54919
ALTONA RESOURCES INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
46-2755675
(I.R.S. Employer Identification No.)
3414 Pino Circle
Las Vegas, NV 89121
(Address of principal executive offices, including zip code.)
(702) 738-8614
(Registrant’s telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] NO [X]
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
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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]
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
12,020,000 as of November 1, 2013.
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Page
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Financial Statements.
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3
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Financial Statements:
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3
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4
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5
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6
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7
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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9
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Quantitative and Qualitative Disclosures About Market Risk.
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10
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Controls and Procedures.
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10
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Risk Factors.
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10
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Unregistered Sales Of Equity Securities and Use of Proceeds.
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11
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Exhibits.
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11
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12
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13
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Altona Resources Inc.
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(A Development Stage Company)
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(Expressed in US Dollars)
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September 30,
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December 31,
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2013
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2012
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(Unaudited)
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ASSETS
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Current Assets
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Cash
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$
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102,546
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$
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1,715
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Total Current Assets
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102,546
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1,715
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Deferred offering costs
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-
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25,000
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Total Assets
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$
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102,546
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$
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26,715
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LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
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Current Liabilities
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Accounts payable and accrued liabilities
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$
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1,600
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$
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7,911
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Due to related party
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55,878
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41,564
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Total current liabilities
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57,478
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49,475
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Stockholders’ Deficiency
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Common stock, $0.00001 par value
Authorized: 200,000,000 shares
Issued and outstanding:
12,020,000 and 10,000,000 common shares, respectively
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120
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100
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Additional paid-in capital
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77,880
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1,900
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Deficit accumulated during the development stage
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(32,932)
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(24,760)
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Total stockholders’ deficiency
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45,068
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(22,760)
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Total Liabilities and Stockholders’ Deficiency
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$
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102,546
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$
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26,715
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See notes to financial statements.
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Altona Resources Inc.
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(A Development Stage Company)
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(Expressed in US Dollars)
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(Unaudited)
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Period from
inception,
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Three months
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Three months
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Nine months
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Nine months
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April 4,
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ended
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ended
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ended
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ended
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2011 to
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September 30,
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September 30,
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September 30,
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September 30,
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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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Revenue
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Revenue
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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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-
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$
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-
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Total Revenue
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-
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-
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-
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-
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-
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Expenses
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General and administrative
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3,005
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2,229
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8,172
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5,898
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32,932
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Total Costs and Expenses
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3,005
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2,229
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8,172
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5,898
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32,932
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Net Loss
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(3,005)
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(2,229)
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$
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(8,172)
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$
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(5,898)
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$
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(32,932)
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Net Loss per share
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Basic and diluted
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$
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(0.00)
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$
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(0.00)
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$
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(0.00)
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$
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(0.00)
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$
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(0.00)
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Number of common shares used
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to compute loss per share
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Basic and Diluted
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12,020,000
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10,000,000
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11,058,095
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10,000,000
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8,306,439
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See notes to financial statements.
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Altona Resources Inc.
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(A Development Stage Company)
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For the period April 4, 2011 (inception) to September 30, 2013
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(Expressed in US Dollars)
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Common Stock,
$0.00001 Par Value
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Additional
Paid-in
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Deficit
Accumulated
During the
Development
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Total
Stockholders’
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Shares
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Amount
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Capital
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Stage
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Deficiency
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Balance, April 4, 2011 (Date of Inception)
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-
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$
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-
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$
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-
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$
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-
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$
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-
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Shares sold at $0.0002 per share
on October 4, 2012
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10,000,000
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100
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1,900
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-
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2,000
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Net loss for the period April 4, 2011
(Inception) to December 31, 2011
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-
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-
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-
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(9,183)
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(9,183)
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Balance, December 31, 2011
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10,000,000
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100
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1,900
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(9,183)
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(7,183)
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Net loss for year ended December 31, 2012
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-
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-
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-
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(15,577)
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(15,577)
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Balance, December 31, 2012
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10,000,000
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100
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1,900
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(24,760)
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(22,760)
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Unaudited:
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Shares sold at $0.05 per share on May 10,
2013 (less offering costs of $25,000)
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2,020,000
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20
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75,980
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-
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76,000
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Net loss for the nine months ended
September 30, 2013
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-
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-
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-
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(8,172)
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(8,172)
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Balance, September 30, 2013
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12,020,000
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$
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120
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$
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77,880
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$
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(32,932)
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$
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45,068
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See notes to financial statements.
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Altona Resources Inc.
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(A Development Stage Company)
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(Expressed in US Dollars)
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(Unaudited)
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Period from
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Nine months
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Nine months
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inception, April
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ended
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ended
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April 4, 2011 to
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September 30,
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September 30,
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September 30,
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2013
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2012
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2013
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Cash Flows from Operating Activities
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Net loss
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$
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(8,172)
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$
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(5,898)
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$
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(32,932)
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Changes in operating assets and liabilities
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Accounts payable and accrued liabilities
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(6,311)
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(5,200)
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1,600
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Net cash provided by (used for) operating activities
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(14,483)
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(11,098)
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(31,332)
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Cash Flows from Financing Activities
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Loans from related party
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14,314
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11,082
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55,878
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Proceeds from sales of common stock
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101,000
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-
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103,000
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Offering cost paid
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-
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-
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(25,000)
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Net cash provided by financing activities
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115,314
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11,082
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133,878
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Increase in cash
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100,831
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(16)
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102,546
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Cash, beginning of period
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1,715
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1,772
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-
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Cash, end of period
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$
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102,546
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$
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1,756
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$
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102,546
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Supplemental disclosures of cash flow information:
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Interest paid
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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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Income taxes paid
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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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See notes to financial statements.
ALTONA RESOURCES INC.
(A DEVELOPMENT STAGE COMPANY)
SEPTEMBER 30, 2013
(Expressed in US Dollars)
(Unaudited)
1. OPERATIONS
Organization
The Company was incorporated in the State of Nevada on April 4, 2011. The Company is an Exploration Stage Company as defined by Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities”. The Company’s plan of operations anticipates purchasing at least one oil and gas lease. There is no assurance we will ever be able to acquire an oil and gas lease or if we do acquire an oil and gas lease, that the oil and gas lease will produce any oil or gas.
Going Concern
The accompanying financial statements have been prepared on a “going concern” basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. At September 30, 2013, the Company had cash of $102,546, positive working capital of $45,068 and a stockholders’ deficiency of $45,068. Further, the Company has incurred a net loss of $32,932 for the period from April 4, 2011 (inception) to September 30, 2013. 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. INTERIM FINANCIAL STATEMENTS
The unaudited financial statements as of September 30, 2013 and for the nine months ended September 30, 2013 and 2012 and for the period from April 4, 2011 (inception) to September 30, 2013 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2013 and the results of operations and cash flows for periods ended September 30, 2013 and 2012 and for the period from April 4, 2011 (inception) to September 30, 2013. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2013. The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. Three unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the periods ended December 31, 2012 as included in our report on Form 10-K filed on March 22, 2013.
ALTONA RESOURCES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2013
(Expressed in US Dollars)
(Unaudited)
3. DUE TO RELATED PARTY
At September 30, 2013 and 2012, the Company is indebted to the treasurer (and a director) of the Company for cash and other advances of $55,878 and $41,564, respectively. The amounts are unsecured, non-interest bearing and are due on demand.
4. COMMON STOCK
On October 4, 2011, the Company sold a total of 10,000,000 shares of common stock to its president and a director (5,000,000 shares each) at a price of $0.0002 per share for cash proceeds of $2,000.
On May 10, 2013, the Company closed its public offering. The Company sold a total of 2,020,000 shares of common stock to two subscribers at a price of $0.05 per share for cash proceeds of $101,000. One subscriber, father of our treasurer (and director), subscribed to 1,020,000 shares ($51,000); the other subscriber subscribed to 1,000,000 shares ($50,000).
The Company has no stock option plan and has not issued any warrants or other potentially dilutive securities.
5. INCOME TAXES
The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 35% to income (loss) before income taxes. The sources of the difference follow:
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Nine Months Ended
September 30 ,
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Period From inception
(April 4, 2011) to
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2013
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2012
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September 30, 2013
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Expected tax at 35%
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$
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(2,860)
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$
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(2,064)
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$
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(11,526)
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Increase in valuation allowance
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2,860
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2,064
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11,526
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Income Tax provision
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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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Significant components of the Company’s deferred income tax assets are as follows:
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September 30, 2013
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December 31, 2012
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Net operating loss carryforwards
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$
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11,526
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$
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8,666
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Less: valuation allowance
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(11,526)
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(8,666)
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Income Tax provision
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$
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-
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$
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-
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Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At September 30, 2013, the Company has a net operating loss carryforward of $32,932, which $9,183 expires in year 2031, $15,577 expires in year 2032 and $8,172 expires in year 2033. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
This section of this quarterly report 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 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.
Plan of Operation
We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations. An exploration stage corporation is one engaged in the search for oil and gas reserves which are not in either the development or production stage.
Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin selling oil and gas.
We will be conducting research to acquire an oil and gas lease. Our exploration program is explained in as much detail as possible in the business section of our Form S-1 registration statement. We are not going to buy or sell any plant or significant equipment during the next twelve months other than casing, pipe, a pump jack, and tanks. A pump jack and tanks will be purchased only if we strike oil. A pump jack and tanks are unnecessary if we find gas.
We do not intend to interest other companies in the property if we find oil and/or gas. We intend to develop the property our self.
If we are unable to acquire an oil and gas lease and complete drilling one well on the property, we will suspend operations until we raise more money. If we can’t or don’t raise more money, we will cease operations. If we cease operations, we don’t know what we will do and we don’t have any plans to do anything.
We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for drilling one well.
In the event we complete our exploration program prior to the end of one year, if we find oil and/or gas, we will spend the balance of the year creating a program for development of the property. If we do not find oil and/or gas on the property, we intend to locate a new property, raise additional money, and explore the new property.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of the property, and possible cost overruns due to price and cost increases in services.
To become profitable and competitive, we must find oil and/or gas in paying quantities. We are seeking equity financing to provide for the capital required to drill one or two wells.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
Results of Operations
From Inception on April 4, 2011
Since inception, Hui Deng, one of our officers and directors has paid all our legal and accounting expenses. Net cash provided by Ms. Deng from inception on April 4, 2011 to September 30, 2013 was $55,878. Monies advanced by Ms. Deng are due on demand.
For the nine months ended September 30, 2013 as compared to September 30, 2012
During the nine months ended September 30, 2013, we had a loss of $8,172 versus a loss of $5,898 for the nine months ended September 30, 2012. The loss for both periods relates mainly to general administrative/
Liquidity and Capital Resources
In 2011, we issued 5,000,000 restricted shares of common stock to Barry Underhill, one of our officers and directors, pursuant to the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended and 5,000,000 restricted shares of common stock to Hui Deng, one of our officers and directors, pursuant to Regulation S of the Securities Act of 1933. The transaction with Ms. Deng took place outside the United States and Ms. Deng is not a US person. The purchase price of the 10,000,000 shares of common stock was $2,000. This was accounted for as an acquisition of shares. The amount owed to Ms. Deng is non-interest bearing, unsecured and due on demand. Further, the agreement with Ms. Deng is oral and there is no written document evidencing the agreement.
At September 30, 2013 our total assets were $102,546 and our total liabilities were $54,478.
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.
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ITEM 4.
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CONTROLS AND PROCEDURES.
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Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.
There was no change in our internal control over financial reporting during the quarter ended September 30, 2013 that has materially affected, or is reasonably likely to materially 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.
On August 13, 2012, our Form S-1 registration statement (SEC file no. 333-181172) was declared effective by the SEC. Pursuant to the S-1, we offered 2,000,000 shares of common stock minimum, 4,000,000 shares of common stock maximum at an offering price of $0.05 per share in a direct public offering, without any involvement of underwriters or broker-dealers. On May 8, 2013, we sold 2,020,000 shares of our common stock at a price of $0.05 for gross proceeds of $101,000. As of the date of this report, we have not spent any of the proceeds of our offering.
The following documents are included herein:
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Incorporated by reference
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Filed
|
||||
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Exhibit
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Document Description
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Form
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Date
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Number
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herewith
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|
|||||
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3.1
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Articles of Incorporation.
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S-1
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6/04/12
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3.1
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|
|
|||||
|
3.2
|
Bylaws.
|
S-1
|
6/04/12
|
3.2
|
|
|
|
|||||
|
4.1
|
Specimen Stock Certificate.
|
S-1
|
6/04/12
|
4.1
|
|
|
|
|||||
|
5.1
|
Opinion of The Law Office of Conrad C. Lysiak, P.S.
|
S-1/A-2
|
8/07/12
|
5.1
|
|
|
|
|||||
|
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.
|
S-1
|
6/04/12
|
99.1
|
|
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|||
Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 5th day of November, 2013.
|
ALTONA RESOURCES INC.
|
||
|
(the “Registrant”)
|
||
|
BY:
|
BARRY UNDERHILL
|
|
|
Barry Underhill
|
||
|
President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and a member of the Board of Directors
|
||
|
Incorporated by reference
|
Filed
|
||||
|
Exhibit
|
Document Description
|
Form
|
Date
|
Number
|
herewith
|
|
|
|||||
|
3.1
|
Articles of Incorporation.
|
S-1
|
6/04/12
|
3.1
|
|
|
|
|||||
|
3.2
|
Bylaws.
|
S-1
|
6/04/12
|
3.2
|
|
|
|
|||||
|
4.1
|
Specimen Stock Certificate.
|
S-1
|
6/04/12
|
4.1
|
|
|
|
|||||
|
5.1
|
Opinion of The Law Office of Conrad C. Lysiak, P.S.
|
S-1/A-2
|
8/07/12
|
5.1
|
|
|
|
|||||
|
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.
|
S-1
|
6/04/12
|
99.1
|
|
|
|
|||||
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|
|||||
|
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|
|||||
|
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|
|||||
|
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|
|||||
|
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|
|||||
|
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
|||
-13-