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EX-32.1 - EXHIBIT 32.1 - USA Graphite Inc.exhibit321.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

Amendment No. 1

 

 

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

 

For the quarterly period ended August 31, 2010

 

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

 

For the transition period from _________ to _________

 

Commission File Number: 000-52044

 

MAGNUM OIL INC.

(Name of Small Business Issuer in its charter)

 

Nevada

26-2940624

(state or other jurisdiction of incorporation or organization)

(I.R.S. Employer I.D. No.)


E-2-14 Block E, Plaza Damas

Jalan Hartamas 1, Sri Hartamas

Kuala Lumpur, Malaysia

(Address of principal executive offices)

 

(603) 525-3380

Issuer’s telephone number

 

Indicate by check mark whether the registrant (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 require to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   þ   No o

 

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 definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.  (Check one):


Large accelerated filer  o      Accelerated filer  o     Non-accelerated filer  o     Smaller reporting company þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    o     No   þ

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of October 14, 2010 the registrant had 48,400,000 shares of common stock outstanding.

 

 

 

 

                

             

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2010 which the Registrant previously filed with the Securities and Exchange Commission on October 20, 2010 (the “Original Filing”).  The Registrant is filing this Amendment to reflect the forgiveness of $80,725 worth of debt due to the Company’s former management and subsidiary (the “Forgiveness”).  The Forgiveness results in a decrease of the Company’s total current liabilities to $72,724.  The Original Filing has been updated to reflect the updated amount.

 

Except as set forth above, the Original Filing has not been amended, updated or otherwise modified.  Other events occurring after the filing of the Form 10-Q/A or other disclosures necessary to reflect subsequent events have been addressed in our reports filed with the Securities and Exchange Commission subsequent to the filing of this Form 10-Q/A.

 

 

 

2

                

             

MAGNUM OIL INC.

 

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

3

Item 1.  Financial Statements.

3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

5

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

6

Item 4 Controls and Procedures.

6

PART II – OTHER INFRMATION

 

7

Item 1.  Legal Proceedings.

7

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

7

Item 3.  Defaults Upon Senior Securities.

7

Item 4.  Submission of Matters to a Vote of Security Holders.

7

Item 5.  Other Information.

7

Item 6.  Exhibits.

7

SIGNATURES

 

7

 

 

 

3

                

             

PART I - FINANCIAL INFORMATION

 

Safe Harbor Statement


This report on Form 10-Q contains certain forward-looking statements.  All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.


These forward-looking statements involve significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs, and risk of declining revenues.  Our actual results could differ materially from those anticipated in such forward-looking statements as a result of a number of factors.  These forward-looking statements are made as of the date of this filing, and we assume no obligation to update such forward-looking statements.  The following discusses our financial condition and results of operations based upon our financial statements which have been prepared in conformity with accounting principles generally accepted in the United States.  It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.

 

Item 1.  Financial Statements

 

The unaudited interim financial statements of Magnum Oil Inc. (the “Company”, “Magnum”, “we”, “our”, “us”) follow.  All currency references in this report are in U.S. dollars unless otherwise noted.

The accompanying Financial Statements of Magnum Oil Inc. should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended February 28, 2010.  Significant accounting policies disclosed therein have not changed except as noted below.

 

4

                

             

MAGNUM OIL INC.

(A Development Stage Company)

Unaudited

(Express in U.S. Dollars)


August 31, 2010

 

 

Unaudited Consolidated Balance Sheets

F-1

Unaudited Consolidated Statements of Operations

F-2

Unaudited Consolidated Statement of Stockholders' Deficit

F-3

Unaudited Consolidated Statement of Cash Flows

F-4

Unaudited Consolidated Notes to the Financial Statements

F-5

 

 

 

5

                

             

MAGNUM OIL, INC.

(Formerly PTM PUBLICATIONS INCORPORATED)

(A Development Stage Company)

 CONSOLIDATED BALANCE SHEETS

Unaudited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 31, 2010

 

February 28, 2010

 

 

 

 

 

 

 

 (Restated)

 

(Audited)

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash

 

 

 

 

$

6,013

    $

2,255

Prepaid Expenses

 

 

 

 

2,680

 

-    

TOTAL ASSETS

 

 

 

$

8,693

$

2,255

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT  LIABILITIES

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

11,259

$

91,167

Loans from Related Party

 

 

 

61,465

 

16,981

TOTAL CURRENT LIABILITIES

 

 

$

72,724

$

108,148

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS'  EQUITY ( DEFICIT )

 

 

 

 

 

Capital stock

 

 

 

 

 

 

 

Authorized

 

 

 

 

 

 

 

       50,000,000 shares of common stock, $0.001 par value,

 

 

 

 

Issued and outstanding

 

 

 

 

 

 

        48,400,000 shares of common stock

 

$

48,400

$

48,400

        Additional Paid in Capital

 

 

 

16,600

 

16,600

Deficit accumulated during the development stage

 

(131,619)

 

(173,588)

Foreign currency translation adjustments

 

 

2,588

 

2,695

TOTAL STOCKHOLDER'S EQUITY/(DEFICIT)

 

 

 

 

 

$

(64,031)

$

(105,893)

TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)

 

 

 

 

 

$

8,693

$

2,255

 

The accompanying notes are an integral part of these financial statements

 

 

 

F-1

                

             

MAGNUM OIL, INC.

(Formerly PTM PUBLICATIONS INCORPORATED)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

 

 

 

 

 

 

 


3 months

 

3 months

 

6 months

 

6 months

 

Cumulative results

from inception

 

 

 

 

 

 

 

ended

 

ended

 

ended

 

ended

 

(December 13, 2005) to

 

 

 

 

 

 

 

August 31, 2010

(Restated)

 

August 31, 2009

 

 

August 31, 2010

(Restated)

 

August 31, 2009

 

 

August 31, 2010

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

$

-    

$

-    

$

-    

$

-    

$

19,295

Total Revenues

 

 

 

 

$

-    

$

-    

$

-    

$

-    

$

19,295

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Office and general

 

 

 

 

$

6,589

$

5,949

$

13,630

$

11,775

$

152,426

Professional Fees

 

 

 

 

 

20,469

 

6,926

 

25,126

 

6,926

 

79,213

Total Expenses

 

 

 

 

$

27,057

$

12,875

$

38,756

$

18,701

$

231,639

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Loss                

27,057

     

12,875

   

38,756 

   

18,701

     

212,344

 
Other income (loss)

 

Forgiveness of Debt

80,725

-    

80,725

-    

80,725

Total other income

80,725

-    

80,725

-    

80,725

NET INCOME (LOSS)

 

 

 

 

$

53,688

$

(12,875)

$

41,969

$

(18,701)

$

(131,619)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS PER COMMON SHARE

             

$

-    

 

$

 

-    

$

 

-    

$

  

-    

 
 
 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

             

 $

48,400,000

 

$

 

48,400,000

$

 

48,400,000

$

 

48,400,000

 

The accompanying notes are an integral part of these financial statements

 

 

 

F-2

                

             

MAGNUM OIL, INC.

(Formerly PTM PUBLICATIONS INCORPORATED)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

From inception (December 13, 2005) to August 31, 2010

Unaudited

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

        Common Stock

 

 

 

accumulated

 

Accumulated

 

 

 

 

 

 

 

Additional

 

during the

 

Other

 

 

 

 

 

Number of

 

 

 

Paid-in

 

development

 

Comprehensive

 

 

 

 

 

shares

 

Amount

 

Capital

 

stage

 

Income(loss)

 

Total

Common stock issued for cash at $0.000227

 

 

 

 

 

 

 

 

 

 

per share on December 14, 2005

 

22,000,000

$

22,000

$

(17,000)

$

-    

$

-    

$

5,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, February 28, 2006

 

 

 

 

 

 

 

(983)

 

 

 

(983)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

 

 

 

 

 

34

 

34

Balance, February 28, 2006

 

22,000,000

$

22,000

$

(17,000)

$

(983)

$

34

$

4,051

Stock issued for cash during the quarter

 

 

 

 

 

 

 

 

 

 

August 31, 2006 @$0.00227 per share

26,400,000

 

26,400

 

33,600

 

 

 

 

 

60,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, February 28, 2007

 

 

 

 

 

 

 

-    

 

 

 

-    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

 

 

 

 

 

2,683

 

2,683

Balance, February 28, 2007

 

48,400,000

$

48,400

$

16,600

$

(983)

$

2,717

$

66,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, February 28, 2008

 

 

 

 

 

 

 

(52,058)

 

 

 

(52,058)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

 

 

 

 

 

350

 

350

Balance, February 28, 2008

 

48,400,000

$

48,400

$

16,600

$

(53,041)

$

3,067

$

15,026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, February 28, 2009

 

 

 

 

 

 

 

(75,309)

 

 

 

(75,309)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

 

 

 

 

 

5,988

 

5,988

Balance, February 28, 2009

 

48,400,000

$

48,400

$

16,600

$

(128,350)

$

9,055

$

(54,295)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss, February 28, 2010

 

 

 

 

 

 

 

(45,238)

 

 

 

(45,238)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

 

 

 

 

 

(6,360)

 

(6,360)

Balance, February 28, 2010

 

48,400,000

$

48,400

$

16,600

$

(173,588)

$

2,695

$

(105,893)

 

Net loss, August 31, 2010

41,969

41,969

 

Foreign currency translation adjustments

     

(107) 

(107) 

Balance, August 31, 2010 (Restated)

         

 48,400,000

 

$

 

48,400

$

16,600

$

(131,619)

$

2,588

$

(64,031)

 

The accompanying notes are an integral part of these financial statements

 

 

 

F-3

                

             

MAGNUM OIL, INC.

(Formerly PTM PUBLICATIONS INCORPORATED)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

 

 

 

 

 

 

6 months

 

6 months

 

December 13, 2005

 

 

 

 

 

 

ended

 

ended

 

(date of inception) to

 

 

 

 

 

 

August 31, 2010

(Restated)

 

August 31, 2009

 

 

August 31, 2010

(Restated)

 OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

$

41,969

$

(18,701)

$

(131,619)

 

Adjustment to reconcile net loss to net cash

 

 

 

 

 

 

 

used in operating activities

 

 

 

 

 

 

 

 

Depreciation

 

 

 

-    

 

205

 

2,826

 

Loss on Disposition of Assets

 

 

-    

 

-    

 

4,608

Forgiveness

(80,725)

-    

(80,725)

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

Increase in Prepaid Expenses

(2,680)

-    

(2,680)

 

Foreign Transaction loss

 

 

(107)

 

(4,034)

 

3,286

 

Increase (decrease) in accrued expenses

 

817

 

11,326

 

129,968

 

Loan Payable - Related Party

 

 

44,484

 

11,357

 

23,480

 

 

 

 

 

 

 

 

 

 

 

NET CASH PROVIDED BY (USED IN)OPERATING ACTIVITIES

 

 

 

 

 

 

$

3,758

$

153

$

(50,856)

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

Purchase of fixed assets

 

 

-    

 

-    

 

(11,468)

 

Disposition of fixed assets

 

 

-    

 

-    

 

3,337

NET CASH PROVIDED BY INVESTING ACTIVITIES

 

 

 

 

 

 

$

-    

$

-    

$

(8,131)

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

-    

 

-    

 

2,200

 

Additional paid-in capital

 

 

-    

 

-    

 

62,800

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

 

 

 

 

$

-    

$

-    

$

65,000

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE ( DECREASE) IN CASH

$

3,758

$

153

$

6,013

 

 

 

 

 

 

 

 

 

 

 

CASH, BEGINNING OF PERIOD

 

$

2,255

$

3,068

$

-    

 

 

 

 

 

 

 

 

 

 

 

CASH, END OF PERIOD

 

 

$

6,013

$

3,221

$

6,013

 

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information and noncash financing activities:

 

 

 

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

Interest

 

 

 

$

-    

$

-    

$

-    

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

 

$

-    

$

-    

$

-    

 

The accompanying notes are an integral part of these financial statements


 

 

F-4

                

             

MAGNUM OIL, INC.

(A Development Stage Enterprise)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

August 31, 2010


NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION


Magnum Oil, Inc. (Formerly PTM Publications Incorporated) (the “Company”) was incorporated under the laws of the State of Nevada on December 13, 2005.  The Company is in the development stage.  Its activities to date have included capital formation, organization and development of its business plan.  The Company has commenced operations.  On July 15, 2010 the company changed its name to Magnum Oil Inc.


The Company operated through its lone subsidiary: PTM Publications Sdn Bhd, a Malaysian Corporation.


The Company decided to cease the operation of subsidiary in January 2010.


Magnum Oil, Inc. (the parent company) is now a holding company


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Accounting


The Company’s financial statements are prepared using the accrual method of accounting.  The Company has elected a February year-end.


Basic Earnings per Share


The Company computes earnings (loss) per share in accordance with Accounting Standards Codification (“ASC”) 260, Earnings per Share.  ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.  The Company has adopted the provisions of ASC 260 effective December 13, 2005 (inception).


Basic earnings (loss) per share amounts are computed by dividing the net income (loss) by the weighted average number of common shares outstanding.  Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.


Cash Equivalents


The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.


Use of Estimates and Assumptions


The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.


Stock-Based Compensation


The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, using the fair value method.  All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

 

 

 

F-5

                

             

MAGNUM OIL, INC.

(A Development Stage Company)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

August 31, 2010


Income Taxes


Income taxes are provided in accordance with ASC 740, Income Taxes.  A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards.  Deferred tax expense (benefit) results  from  the net  change  during  the  year of  deferred  tax  assets  and liabilities.


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.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.


Comprehensive Income


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements.  As August 31, 2010, the Company‘s only component of comprehensive income (loss) was foreign currency translation adjustments.


Recent Accounting Pronouncements


In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date.  Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards.  The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009.  The adoption of ASC 855 did not have a material effect on the Company’s financial statements.


In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place.  The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.


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


NOTE 3 - GOING CONCERN


The accompanying financial statements are presented on a going concern basis.  The Company had limited operations during the period from December 13, 2005 (inception) to August 31, 2010 and generated a net loss of $131,619.  This condition raises substantial doubt about the Company’s ability to continue as a going concern.  Because the Company is currently in the development stage and has minimal expenses, management believes that the company’s current cash of $6,013 will not be sufficient to cover the expenses they will incur during the next twelve months and that they will need  developing operations and may need to raise additional funding to continue operations.


Management plans to raise additional funds through debt or equity offerings.  There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

 

 

 

F-6

                

             

MAGNUM OIL, INC.

(A Development Stage Company)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

August 31, 2010


NOTE 4 - INCOME TAXES


Deferred tax assets:

 

August 31, 2010

Net operating loss carryforwards

     $

131,169

Gross deferred tax assets

$

44,750

Valuation allowance

$

(44,750)

Net deferred tax assets

$

0

 

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income.  As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.


NOTE 5 - NET OPERATING LOSSES


As of August 31, 2010, the Company has a net operating loss carryforwards of approximately $131,169 Net operating loss carryforward expires twenty years from the date the loss was incurred.


NOTE 6 - STOCK TRANSACTIONS


Transactions, other than employees’ stock issuance, are in accordance with ASC 505.  Thus issuances shall be accounted for based on the fair value of the consideration received.  Transactions with employees’ stock issuance are in accordance with ASC 718.  These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.


On December 14, 2005, the company issued a total of 22,000,000 shares of $0.000227 par value common stock as founder's shares to Jasmin Bin Omar Jayaseelan, Jefferi Bin Omar Jayaseelan and Cheryl Lim Phaik Suan, all of whom are officers and directors of our company.  Mr. Jasmin Jayaseelan and Mr. Jefferi Jayaseelan received 8,800,000 shares each, and Ms. Lim received 4,400,000 shares.  The shares were issued in exchange for cash in the aggregate amount of $5,000.


In August 2006, the company completed an offering of shares of common stock in accordance with an SB-2 registration statement declared effective by the Securities and Exchange Commission on May 4, 2006.  The company sold 26,400,000 shares of common stock, par value $0.001, at a price of $0.00227 per share to approximately 32 investors.  The aggregate offering price for the offering closed in August 2006 was $60,000, all of which was collected from the offering.


As of August 31, 2010 the Company had 48,400,000 shares of common stock issued and outstanding.


On May 23, 2010 the company received approval from FINRA for a forward split of common share of 22:1.  All share amounts have been retroactively adjusted for all periods presented.


NOTE 7 - STOCKHOLDERS’ EQUITY

 

The stockholders’ equity section of the Company contains the following classes of capital stock as of August 31, 2010: Common stock, $0.001 par value: 50,000,000 shares authorized; 48,400,000 shares issued and outstanding. 

 

NOTE 8 – LOAN PAYABLE – RELATED PARTY

 

A shareholder loan of $23,481 is payable on demand and without interest.  A related party loan of $12,904 is payable on demand and without interest.  The Loan from a related party of $25,000 bears 5% interest and is repayable on June 7, 2011.

 

 

 

F-7

                

             

MAGNUM OIL, INC.

(A Development Stage Company)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

August 31, 2010


NOTE 9 – FORGIVENESS

 

On August 23, 2010 the former directors of the company forgave a loan of $80,725, which was owed to them by the Company

 

NOTE 10 – RESTATEMENT

 

As stated above in Note 9, the debt forgiven was not recorded correctly in the August 31, 2010 statements, and should have been recorded as revenue under Other Income.

 

 

August 31, 2010

As originally reported:

Accounts payable & accrued liabilities  91,984
Effect of Restatement, through forgiveness of debt      (80,725)
   
As Restated, Accounts payable  & accrued liabilities      $  11,259
 
 

As originally reported:

Loss for the year to August 31, 2010        (38,756)
Effect of Restatement, as Other Income  80,725
   
As Restated, Profit for the year to August 31, 2010  $  41,969

 

 

 

F-8

                

             

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This section of this 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

  

Results of Operations

 

Our financial statements and information for the three and six months ended August 31, 2010 have been prepared by our Management on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  We generated no revenues during the three and six months ended August 31, 2010 and have incurred total net losses of $131,169from inception to August 31, 2010.  

 

Three months Ended August 31, 2010 compared to the Three months Ended August 31, 2009

 

We earned net incomeof $53,668, or $0.00 per share, for the three-month period ended August 31, 2010, as compared to net losses of $12,875, or $0.00 per share, for the three-month period ended August 31, 2009.  The income we earned was attributed to forgiveness of debt in the amount of $80,725.  Our total expenses increased from $12,875 in 2009 to $27,057 in 2010.  This was mainly due to increased professional fees ($20,469 - 2010 compared to $6,926 - 2009.  Our other expenses for the three-month period ended August 31, 2010 consisted of office and general of $6,589 ($5,949 - 2009). 

 

Six months Ended August 31, 2010 compared to the Six months Ended August 31, 2009

 

We earned net incomeof $41,969, or $0.00 per share, for the six-month period ended August 31, 2010, as compared to net losses of $18,701, or $0.00 per share, for the six-month period ended August 31, 2009.  The income we earned was attributed to forgiveness of debt in the amount of $80,725.  Our total expenses increased from $18,701 in 2009 to $38,756 in 2010.  The increase was mainly attributed to increased professional fees ($25,126 - 2010 compared to $6,926 - 2009.  Our other expenses for the six-month period ended August 31, 2010 consisted of office and general fees in the amount of $13,630 ($11,775 - 2009).


Liquidity and Capital Resources

 

At August 31, 2010, we had total assets of $8,693 consisting of cash in the bank in the amount of $6,013 and prepaid expenses of $2,680.

 

Our accounts payable and accrued liabilities at August 31, 2010 were $11,259.  In addition, we have outstanding loans from related parties in the amount of $61,465.  This loan balance is non-interest bearing, unsecured and has no fixed terms of repayment.

 

There are currently no options, warrants, rights or other securities conversion rights issued and/or outstanding.

 

 

 

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Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

 

Inflation

 

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position.  The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

 

 

Item 3.  Quantitative And Qualitative Disclosures Of Market Risk.

 

We are a non-accelerated filer and a smaller reporting company, as defined in Rule 12b-2 of the of the Securities Exchange Act of 1934, and as such, are not required to provide the information under this item.



Item 4.  Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit 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 and that such information is accumulated and communicated to our sole officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our sole officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2010.  Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses in our internal control over financial reporting identified in our Annual Report on Form 10-K for the year ended February 28, 2009, the sole officer concluded that our disclosure controls and procedures are ineffective.

 

Changes in internal controls

 

We have not yet implemented any of the recommended changes to internal control over financial reporting listed in our Annual Report on Form 10-K for the year ended February 28, 2009.  As such, there were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended August 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

7

                

             

PART II – OTHER INFORMATION

 

Item 1.  Legal Proceedings.

 

Not applicable.

 


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 


Item 3.  Defaults Upon Senior Securities.

 

None.

  


Item 4.  Submission of Matters to a Vote of Security Holders.

 

None.

 


Item 5.  Other Information.

 

None.

 


Item 6.  Exhibits

 

  Exhibit Number

  Description

  31.1

  Certification of the Chief Executive Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

  32.1

  Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

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SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

MAGNUM OIL INC.

     

Date:  January 19, 2011

 

By: /s/ Patrick DeBlois

 

 

Patrick DeBlois

 

 

President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director

 

  

 

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