Attached files
Index to Financial Statements
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2009
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
REDHAWK ENERGY CORPORATION
(Exact name of registrant as specified in Charter)
| Delaware | 000-51880 | 27-0335366 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) | (IRS Employee Identification No.) |
1118 Jefferson Street
Lafayette, Louisiana 70501
(Address of Principal Executive Offices)
(337) 269-5933
(Issuer Telephone number)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 (§ 232.495 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 ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
| Non-Accelerated Filer | ¨ | 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 x No ¨
State the number of shares outstanding of each of the issuer’s classes of common equity, as of October 23, 2009: 10,000,000 shares of common stock.
Index to Financial Statements
FORM 10-Q
September 30, 2009
INDEX
| PAGE | ||||
| PART I - FINANCIAL INFORMATION | ||||
| Item 1. | Financial Statements | 3 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 | ||
| Item 4T. | Controls and Procedures | 12 | ||
| PART II - OTHER INFORMATION | ||||
| Item 1 | Legal Proceedings | 12 | ||
| Item 1A. | Risk Factors | 12 | ||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 12 | ||
| Item 3. | Defaults Upon Senior Securities | 12 | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 13 | ||
| Item 5. | Other Information | 13 | ||
| Item 6. | Exhibits | 13 | ||
| SIGNATURES | 14 | |||
| EXHIBITS | ||||
2
Index to Financial Statements
| Item 1. | Financial Statements |
(a development stage company)
FINANCIAL STATEMENTS
As of September 30, 2009
| 4 | ||
| 5 | ||
| 7 | ||
| 8 | ||
| 9 | ||
3
Index to Financial Statements
(a development stage company)
BALANCE SHEETS
| September 30, 2009 |
December 31, 2008 |
|||||||
| (unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS |
||||||||
| Cash |
$ | — | $ | — | ||||
| Total Current Assets |
— | — | ||||||
| TOTAL ASSETS |
$ | — | $ | — | ||||
| LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES |
||||||||
| Accrued Expenses |
$ | 32,869 | $ | 8,250 | ||||
| Total Current Liabilities |
32,869 | 8,250 | ||||||
| TOTAL LIABILITIES |
32,869 | 8,250 | ||||||
| COMMITMENTS AND CONTINGENCIES |
— | — | ||||||
| STOCKHOLDER’S EQUITY (DEFICIT) |
||||||||
| Preferred Stock, $0.001 par value; 10,000,000 shares authorized; None issued and outstanding |
— | — | ||||||
| Common Stock - $0.001 par value; 100,000,000 shares authorized; 10,000,000 shares issued and outstanding |
10,000 | 10,000 | ||||||
| Additional Paid-In Capital |
8,750 | — | ||||||
| Accumulated Deficit |
(51,619 | ) | (18,250 | ) | ||||
| Total Stockholder’s Equity (Deficit) |
(32,869 | ) | (8,250 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) |
$ | — | $ | — | ||||
The accompanying notes are an integral part of these financial statements.
4
Index to Financial Statements
(a development stage company)
STATEMENTS OF OPERATIONS
(unaudited)
| Three Months Ended September 30, |
||||||||
| 2009 | 2008 | |||||||
| REVENUE |
$ | — | $ | — | ||||
| COST OF SERVICES |
— | — | ||||||
| GROSS PROFIT (LOSS) |
— | — | ||||||
| GENERAL AND ADMINISTRATIVE EXPENSES |
17,869 | 500 | ||||||
| NET LOSS |
$ | (17,869 | ) | $ | (500 | ) | ||
| Loss per share |
$ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average number of common shares |
10,000,000 | 10,000,000 | ||||||
The accompanying notes are an integral part of these financial statements.
5
Index to Financial Statements
REDHAWK ENERGY CORPORATION
(a development stage company)
STATEMENTS OF OPERATIONS
(unaudited)
| Nine Months Ended September 30, |
From Inception (December 9, 2005) to September 30, 2009 |
|||||||||||
| 2009 | 2008 | |||||||||||
| REVENUE |
$ | — | $ | — | $ | — | ||||||
| COST OF SERVICES |
— | — | — | |||||||||
| GROSS PROFIT (LOSS) |
— | — | — | |||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES |
33,369 | 1,000 | 51,619 | |||||||||
| NET LOSS |
$ | (33,369 | ) | $ | (1,000 | ) | $ | (51,619 | ) | |||
| Loss per share |
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
| Weighted average number of common shares |
10,000,000 | 10,000,000 | ||||||||||
The accompanying notes are an integral part of these financial statements.
6
Index to Financial Statements
(a development stage company)
STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIT)
(unaudited)
From inception (December 9, 2005) through September 30, 2009
| Shares | Common Stock |
Additional Paid-in Capital |
Accum. Deficit |
Total Equity |
||||||||||||
| Stock issued on acceptance of incorporation expenses December 9, 2005 |
100,000 | $ | 100 | $ | — | $ | — | $ | 100 | |||||||
| Net Loss |
— | — | — | (400 | ) | (400 | ) | |||||||||
| Total, December 31, 2005 |
100,000 | 100 | — | (400 | ) | (300 | ) | |||||||||
| Stock issued as compensation during September 2006 |
9,900,000 | 9,900 | — | — | 9,900 | |||||||||||
| Net Loss |
— | — | — | (11,350 | ) | (11,350 | ) | |||||||||
| Total, December 31, 2006 |
10,000,000 | 10,000 | — | (11,750 | ) | (1,750 | ) | |||||||||
| Net Loss |
— | — | — | (3,250 | ) | (3,250 | ) | |||||||||
| Total, December 31, 2007 |
10,000,000 | 10,000 | — | (15,000 | ) | (5,000 | ) | |||||||||
| Net Loss |
— | — | — | (3,250 | ) | (3,250 | ) | |||||||||
| Total, December 31, 2008 |
10,000,000 | 10,000 | — | (18,250 | ) | (8,250 | ) | |||||||||
| Net Loss |
— | — | — | (33,369 | ) | (33,369 | ) | |||||||||
| Accrued liabilities contributed as capital |
— | — | 8,750 | — | 8,750 | |||||||||||
| Total, September 30, 2009 |
10,000,000 | $ | 10,000 | $ | 8,750 | $ | (51,619 | ) | $ | (32,869 | ) | |||||
The accompanying notes are an integral part of these financial statements.
7
Index to Financial Statements
(a development stage company)
STATEMENTS OF CASH FLOWS
(unaudited)
| Nine Months Ended September 30, | From Inception (December 9, 2005) to September 30, 2009 |
|||||||||||
| 2009 | 2008 | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
| Net Loss |
$ | (33,369 | ) | $ | (1,000 | ) | $ | (51,619 | ) | |||
| Adjustments to reconcile net loss to net cash used during operating activities: |
||||||||||||
| Stock issued as compensation |
— | — | 10,000 | |||||||||
| Increase in accrued expenses |
33,369 | 1,000 | 32,869 | |||||||||
| Net cash provided by (used in) operating activities |
— | — | — | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
| None |
— | — | — | |||||||||
| Net cash flows provided by (used in) investing activities |
— | — | — | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
| None |
— | — | — | |||||||||
| Net cash flows provided by (used in) financing activities |
— | — | — | |||||||||
| Net increase (decrease) in cash |
— | — | — | |||||||||
| CASH BALANCE - BEGINNING OF PERIOD |
— | — | — | |||||||||
| CASH BALANCE - END OF PERIOD |
$ | — | $ | — | $ | — | ||||||
| NON CASH INVESTING ACTIVITY: |
||||||||||||
| Accrued liabilities contributed as capital |
$ | 8,750 | $ | — | $ | 8,750 | ||||||
The accompanying notes are an integral part of these financial statements.
8
Index to Financial Statements
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
1. Summary of significant accounting policies
Industry
RedHawk Energy Corporation (formerly HSM Holdings, Inc. and hereinafter referred to as the “Company” or “RedHawk”), was incorporated in the state of Delaware as of December 9, 2005. We plan to locate and negotiate with a business entity for the combination of that target company with RedHawk. The combination will likely take the form of a merger, stock-for-stock exchange, stock-for-assets exchange or acquisition. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that we will be successful in locating or negotiating with a target company.
We were formed to provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.
Interim Financial Statements
The financial statements included in this report are unaudited; however, amounts presented in the balance sheet as of December 31, 2008 are derived from our audited financial statements at that date. The unaudited financial statements as of September 30, 2009 have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information on a basis consistent with the annual audited financial statements and with the instructions to Form 10-Q.
The financial statements presented herein reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the financial statements. All of these adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results expected for a full year. The statements should be read in conjunction with the audited financial statements and the notes which are included in our Annual Report on Form 10-K for the year ended December 31, 2008.
Results of Operations and Ongoing Entity
We are considered to be an ongoing entity for accounting purposes; however, there is substantial doubt as to our ability to continue as a going concern. Our sole shareholder funds any shortfalls in our cash flow on a day to day basis during the time period that we are in the development stage.
Liquidity and Capital Resources
In addition to the stockholder funding capital shortfalls, we anticipate that interested investors will fund our growth once a suitable target is located.
Cash and Cash Equivalents
We consider cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.
Basis of Accounting
Our financial statements are prepared in accordance with U.S. generally accepted accounting principles.
Income Taxes
We utilize the asset and liability method to measure and record deferred income tax assets and liabilities. Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management it is more likely than not that some portion or all of the deferred tax assets will not be realized. At this time, we have set up an allowance for deferred taxes as there is no history to indicate the usage of deferred tax assets and liabilities.
9
Index to Financial Statements
REDHAWK ENERGY CORPORATION
(a development stage company)
NOTES TO FINANCIAL STATEMENTS—(Continued)
Fair Value of Financial Instruments
Our financial instruments may include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and liabilities to banks and shareholders. The carrying amounts of other financial instruments approximate their fair value because of their short-term nature.
Concentrations of Credit Risk
Financial instruments which potentially expose us to concentrations of credit risk consist principally of operating demand deposit accounts. Our policy is to place our operating demand deposit accounts with high credit quality financial institutions. At this time we have no deposits that are at risk.
Recently Adopted Accounting Principles
In May 2009, the Financial Accountings Standard Board (“FASB”) issued new requirements for reporting subsequent events. These requirements set forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and disclosures that an entity should make about events or transactions that occurred after the balance sheet date. Disclosure of the date through which an entity has evaluated subsequent events and the basis for that date is also required. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The Company started adhering to these requirements in the second quarter of 2009.
In June 2009, the FASB issued Statement of Financial Accounting Standard No. 168 (“SFAS 168”), “Accounting Standards Codification ™ and the Hierarchy of Generally Accepted Accounting Principles.” The FASB Accounting Standards Codification™ (“Codification”) has become the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with GAAP. All existing accounting standard documents are superseded by the Codification and any accounting literature not included in the Codification will not be authoritative. However, rules and interpretive releases of the Securities Exchange Commission (“SEC”) issued under the authority of federal securities laws will continue to be sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for interim and annual reporting periods ending after September 15, 2009. Therefore, beginning with our quarter ending September 30, 2009, all references made by it to GAAP in its consolidated financial statements now use the new Codification numbering system. The Codification does not change or alter existing GAAP and, therefore, it does not have an impact on our financial position, results of operations and cash flows.
2. Related Party Transactions and Going Concern
Our financial statements have been presented on the basis that we are a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are currently negotiating with several companies about a possible business combination but there can be no assurance these negotiations will be successful.
Our sole shareholder funds our activities while we takes steps to locate and negotiate with a business entity for combination; however, there can be no assurance these activities will be successful. During the three month period ended September 30, 2009, our sole shareholder paid approximately $2,900 of our operating expenses. The amount paid by our shareholder is included in accrued liabilities.
3. Accounts Receivable and Customer Deposits
Accounts receivable and customer deposits do not exist at this time and therefore; have no allowances accounted for or disclosures made.
4. Use of Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses. Management has no reason to make estimates at this time.
5. Revenue and Cost Recognition
We use the accrual basis of accounting in accordance with generally accepted accounting principles for financial statement reporting.
10
Index to Financial Statements
REDHAWK ENERGY CORPORATION
(a development stage company)
NOTES TO FINANCIAL STATEMENTS—(Continued)
6. Accrued Expenses
Accrued expenses consist of accrued legal, accounting and office costs during our development stage.
7. Stockholder’s Equity
Preferred stock includes 10,000,000 shares authorized at a par value of $0.001, of which none are issued or outstanding.
Common Stock includes 100,000,000 shares authorized at a par value of $0.001, of which 100,000 have been issued for the amount of $100 on December 9, 2005 in acceptance of the incorporation expenses for the Company.
On September 19, 2006 the Company issued 1,905,000 shares of common stock as compensation to an officer of the Company for a value of $1,905, or $.001 per share. These shares are considered restricted shares pursuant to section 144 of the Securities Exchange Commission.
On September 19, 2006 the Company issued 80,000 shares of common stock as compensation to an officer of the Company for a value of $80, or $.001 per share. These shares are considered restricted shares pursuant to section 144 of the Securities Exchange Commission.
On September 19, 2006 the Company issued 7,915,000 shares of common stock as compensation to an officer and director of the Company for a value of $7,915, or $.001 per share. These shares are considered restricted shares pursuant to section 144 of the Securities Exchange Commission.
On June 19, 2009, G. Darcy Klug purchased a total of 10,000,000 shares of the issued and outstanding common stock, par value $0.001 per share of the Company from Anthony Hu, Simone Crighton and Robert Young for cash consideration totaling $40,000. The 10,000,000 shares acquired represented 100% of the issued and outstanding shares of common stock of the Company at the time of the transfer.
8. Required Cash Flow Disclosure for Interest and Taxes Paid
We have paid no amounts for federal income taxes and interest. We issued 100,000 shares of common stock in December 2005 to a former shareholder in acceptance of the incorporation expenses for the Company.
9. Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing earnings available to common shareholders by the weighted-average number of common shares outstanding for the period as required by the FASB. Diluted EPS reflects the potential dilution of securities that could share in the earnings. At September 30, 2009, there are no common stock equivalents outstanding that have the potential to be dilutive.
10. Income Taxes
The Company’s effective tax rate differs from the federal statutory tax rate of approximately 34% due to the availability of net operating losses that have been fully reserved for at September 30, 2009.
11. Subsequent Events
Management has evaluated subsequent events as of October 23, 2009, the date the financial statements were issued, and has determined there are no subsequent events to be reported.
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Plan of Operation
We are continuing our efforts to locate a candidate for the purpose of a merger. It is possible that we will be successful in locating such a candidate and closing such merger. However, if we cannot effect a non-cash acquisition, we may have to raise funds from a private offering of our securities under an exemption from federal and state securities laws. There is no assurance we would obtain any such equity funding.
Results of Operation
We did not have any operating income from inception through September 30, 2009. For the three and nine months ended September 30, 2009, we recognized a net loss of $17,869 and $33,369, respectively, and for the period from inception through September 30, 2009, we recognized a net loss of $51,619. Certain general and administrative expenses during the quarter were accrued. Expenses for the quarter were comprised of costs mainly associated with legal, accounting and office.
11
Index to Financial Statements
Liquidity and Capital Resources
At September 30, 2009, we had no capital resources and will rely upon the issuance of common stock and additional capital contributions from our sole shareholder to fund administrative expenses pending acquisition of an operating company.
Critical Accounting Policies
Our financial statements and related public financial information are based on the application of GAAP. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Contractual Obligations
We have no existing contractual obligations.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
Our market risk is limited to the United States domestic, economic and regulatory factors.
| Item 4T. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings. |
Currently we are not party to any pending litigation pending nor are we aware of any threatened by or against us.
| Item 1A. | Risk Factors. |
Not applicable.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
None.
| Item 3. | Defaults Upon Senior Securities. |
None.
12
Index to Financial Statements
| Item 4. | Submission of Matters to a Vote of Security Holders. |
None.
| Item 5. | Other Information. |
None.
| Item 6. | Exhibits. |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002. | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002. | |
13
Index to Financial Statements
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RedHawk Energy Corporation | ||||||
| Date: October 23, 2009 | By: | /S/ G. DARCY KLUG | ||||
| G. Darcy Klug | ||||||
| Chief Executive Officer | ||||||
14