PETROSONIC ENERGY, INC. - FORM 10-Q

Attached files

file	filename
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION. - PETROSONIC ENERGY, INC.	exh31-1.htm
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION. - PETROSONIC ENERGY, INC.	exh32-1.htm

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 APRIL 30, 2011

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53881

BEARING MINERAL EXPLORATION, INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

92 Wishing Well Drive

Toronto, Ontario

CANADA, M1T 1J4

(Address of principal executive offices, including zip code.)

(416) 816-6219

(telephone number, including area code)

Indicate by check mark 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 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. (Check one):

Large Accelerated Filer	[ ]	Accelerated Filer	[ ]
Non-accelerated Filer	[ ]	Smaller Reporting Company	[X]
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicated the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,968,750 as of June 7, 2011.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	Balance Sheets (Unaudited)	F-2
	Statements of Expenses (Unaudited)	F-3
	Statements of Cash Flows (Unaudited)	F-4
	Notes to Financial Statements	F-5

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Bearing Mineral Exploration, Inc.

(A Development Stage Company)

Balance Sheets

(Unaudited)

	April 30, 2011			October 31, 2010

ASSETS

Current Assets
Cash	$	934		$	2,340
Prepaid Expense		-			-


Total Assets	$	934		$	2,340

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable		4,219			2,331
Accrued liabilities		-			4,500
Advance from shareholder		33,000			28,000

Total Liabilities	$	37,219		$	34,831

Stockholders’ Deficit

Common stock
75,000,000 shares authorized, with a $0.001 par value,
5,968,750 shares issued and outstanding	$	5,969		$	5,969
Additional paid-in capital		35,044			35,044
Deficit accumulated during development stage		(77,298	)		(73,504	)

Total Stockholders’ Deficit		(36,285	)		(32,491	)

Total Liabilities and Stockholders’ Deficit	$	934		$	2,340

The accompanying notes are an integral part of these financial statements

F-2

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Bearing Mineral Exploration, Inc.

(A Development Stage Company)

Statements of Expenses

(Unaudited)

	Three Months Ended April 30,						Six Months Ended April 30,						For the Period from June 11, 2008 (date of inception)
	2011			2010			2011			2010			to April 30, 2011

EXPENSES


General and administrative expenses	$	2,355		$	6,300		$	3,794		$	17,906		$	72,502
Mineral property costs		-			-			-			-			4,796

Total Expenses		2,355			6,300			3,794			17,906			77,298

Net Loss	$	(2,355	)	$	(6,300	)	$	(3,794	)	$	(17,906	)	$	(77,298	)

Loss Per Share:

Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Number of Shares Outstanding

Basic and Diluted		5,968,750			5,968,750			5,968,750			5,968,750

The accompanying notes are an integral part of these financial statements

F-3

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Bearing Mineral Exploration, Inc.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

	Six Months Ended April 30,						For the Period from June 11, 2008 (date of inception) to April 30,
	2011			2010			2011


CASH FROM OPERATING ACTIVITIES:

Net loss	$	(3,794	)	$	(17,906	)	$	(77,298	)

Changes in operating assets and liabilities

Accounts payable and accrued liabilities		(2,612	)		(4,173	)		4,219
Prepaid expenses		-			498			-

Net Cash Used in Operating Activities		(6,406	)		(21,581	)		(73,079	)

CASH FROM FINANCING ACTIVITIES:

Net advances from shareholder		5,000			10,000			33,000
Proceeds from issuance of common stock		-			-			41,013

Net Cash Provided by Financing Activities		5,000			10,000			74,013

Net increase (decrease) in Cash		(1,406	)		(11,581	)		934

Cash, Beginning		2,340			16,399			–

Cash, Ending	$	934		$	4,818		$	934

The accompanying notes are an integral part of these financial statements

F-4

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Bearing Mineral Exploration, Inc.

(A Development Stage Company)

Notes to the Financial Statements

April 30, 2011

1. Basis of Financial Statement Presentation

The accompanying unaudited interim financial statements of Bearing Mineral Exploration, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s October 31, 2010 annual financial statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period ended October 31, 2010, as reported in the Form 10-K, have been omitted.

2. Recent Issued Accounting Pronouncements

We do not expect the adoption of other recently issued accounting pronouncements to have a significant impact on our results of operations, financials position or cash flow.

3. Going Concern

As of April 30, 2011, the Company has never generated any revenues and has accumulated losses of $77,298 since inception. The Company has limited cash resources and will likely require new financing, either through issuing shares or debt, to continue the development of its business. Management intends to offer additional common stock; however, there can be no assurance that management will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. 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. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

4. Related Party Transactions

As of April 30, 2011, our President had advanced an aggregate of $33,000 to the Company for additional working capital. The amount advanced is unsecured, non-interest bearing and due on demand.

F-5

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report the terms “we”, “us”, “our”, and the “Company” means Bearing Mineral Exploration, Inc., unless otherwise indicated.

General

We were incorporated in the State of Nevada on June 11, 2008. We maintain our statutory registered agent’s office at 1802 North Carson Street, Suite 212, Carson City, Nevada, 89701 and our corporate office is located at 92 Wishing Well Drive, Toronto, ON Canada, M1T 1J4.

We are a development stage corporation and have not yet realized any revenues from our business operations. A development stage corporation is one engaged in the search of business opportunities, successful negotiation and closing of business acquisition and furthering its business plan. Our auditor has 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 from our business operations and we expect to generate operating losses during some or all of our planned development stages, which raises substantial doubt about our ability to continue as a going concern. Accordingly, we will need to raise cash from sources other than internal revenues.

Our original plan of operation was to conduct exploration activities on one mineral claim located in the Province of Newfoundland, Canada; herein referred to as the Collins Lake property. Our exploration target was to find an ore body containing gold. Due to our inability to commence exploration work on a timely basis, and due to the costly fees associated with maintaining title to the mineral claim, we decided to forfeit title to the mineral claim in May 2010. Alternatively, we have been exploring new business opportunities.

Our plan of operation for the next three months will be to explore other business opportunities although to date, we have not identified any new business opportunities and have no agreements related to such opportunities. It is the intent of the Company to: (i) consider guidelines of industries in which the Company may have an interest; (ii) adopt a business plan regarding engaging in business in any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected. Any new business opportunities will likely require additional capital.

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Limited Operating History; Need for Additional Capital

There is limited historical financial information about Bearing Mineral Exploration, Inc. upon which to base an evaluation of our performance. We are a development 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. We may fail to adopt a business model and strategize effectively or fail to revise our business model and strategy should industry conditions and competition change. We have limited capital resources and there is no assurance that future financing will be available to our Company on acceptable terms, which may result in possible delays in the exploitation of business opportunities and have an adverse effect on our financial position, results of operation and/or cash flows.

If additional capital is required we will raise funds by issuing debt and/or equity securities although we have no current arrangements or agreements to such financings at this time. 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

For the six months ended April 30, 2011 compared to April 30, 2010 and for the three months ended April 30, 2011 compared to April 30, 2010

For the six months ended April 30, 2011 and 2010: We had a net loss of $3,794 for the six months ended April 30, 2011 compared to a net loss of $17,906 for the six month period ended April 30, 2010. Operating expenses were $3,794 and $17,906 for the periods ended April 30, 2011 and 2010, respectively. In the six months ended April 30, 2011, operating expenses decreased by $14,112. The decrease was primarily attributable to a decrease in transfer agent and filing fees, legal fees and office expenses. During the six months ended April 30, 2010, the Company paid an additional $12,924 in transfer agent and filing fees, an additional $300 in legal fees, and an additional $786 in office expenses. The majority of those fees were associated with the Company filing application for listing with FINRA during the period.

For the three months ended April 30, 2011 and 2010: We had a net loss of $2,355 for the three months ended April 30, 2011 compared to a net loss of $6,300 for the period ended April 30, 2010. Operating expenses were $2,355 and $6,300 for the three month periods ended April 30, 2011 and 2010, respectively. In the three months ended April 30, 2011, operating expenses decreased by $3,945. This was primarily a result of decreased transfer agent and filing fees and office expenses as compared to the three months ended April 30, 2010. During the three months ended April 30, 2010, the Company paid an additional $2,394 in transfer agent fees and filing fees related to the termination and start up charges associated with changing transfer agents and the filing of insider reports on EDGAR. Office expenses in the 2010 period were $754 greater as a result of annual corporate filings with the Nevada Secretary of State.

During the period ended April 30, 2011, much of the Company’s resources were directed at maintaining the Company in good standing. As of the date of this report, we have yet to generate any revenues from our business operations.

Liquidity and Capital Resources

As of April 30, 2011 we had $934 in total assets, comprised solely of cash. Our liabilities totalled $37,219, resulting in a working capital deficit of $36,285 compared to $2,340 in total assets and total liabilities of $34,831 for a working capital deficit of $32,491 as of October 31, 2010. Total liabilities for the period ended April 30, 2011 were comprised of accounts payable items totalling $4,219 and the loan of $33,000 payable to our President; Mr. Schlombs, while total liabilities for the year ended October 31, 2010 were comprised of accounts payable items of $2,331, accrued liabilities of $4,500 and the $28,000 loan payable to Mr. Schlombs.

-8-

We incurred a loss of $3,794 for the six months ended April 30, 2011 and have incurred an aggregate deficit since inception of $77,298. Our ability to meet our financial liabilities and commitments is primarily dependent upon the continued financial support of our President and stockholders, the continued issuance of equity to new stockholders, and our ability to achieve and maintain profitable operations.

Since inception we have used our common stock to raise money for the mineral property acquisition, corporate expenses and to repay outstanding indebtedness. Net cash provided by the sale of shares since inception to April 30, 2011 was $41,013. To date, our President, Gerhard Schlombs has advanced a total of $33,000 to us for working capital. This advance will need to be repaid once funds are available. There can be no assurance that he will continue to advance funds as required or that methods of financing will be available or accessible on reasonable terms.

We do not believe we have sufficient funds to meet our cash requirements for the next twelve months. As we have yet to commence operations, and have not generated any revenues, there can be no assurance that we can generate significant revenues from operations. During the next twelve months we expect to incur indebtedness for administrative and professional charges associated with preparing, reviewing, auditing and filing our financial statements and our periodic and other disclosure documents to maintain the Company in good standing.

We presently operate with minimum overhead costs and need to raise additional capital to fund any future plan of operations. The Company’s management is exploring a variety of options to meet the Company’s cash requirements and future capital requirements, including the possibility of equity offerings, debt financing and business combinations. There can be no assurance that the Company will be able to raise additional capital, and if the Company is unable to raise additional capital, we will either have to suspend operations until we do raise the cash, or cease operations entirely.

Going Concern

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the continued financial support from our stockholders, our ability to obtain necessary equity financing to continue operations, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Because we have a working capital deficit, have not generated any revenues, and have incurred losses from operations since inception, in their report on our audited financial statements for the year ended October 31, 2010, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Critical Accounting Policies

There have been no material changes in our existing accounting policies and estimates from the disclosures included in our Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

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ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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 our disclosure controls and procedures are not effective since the following material weaknesses exist:

(i)

The Company’s management is relying on external consultants for purposes of preparing its financial reporting package and may not be able to identify errors and irregularities in the financial reporting package before its release as a continuous disclosure document.

(ii)

As the Company is governed by one officer who is also a director, there is an inherent lack of segregation of duties and lack of independent governing board.

Once the Company has sufficient personnel available, our Board of Directors will nominate an audit committee and audit committee financial expert and we will appoint additional personnel to assist with the preparation of our financial statements; which will allow for proper segregation of duties as well as additional manpower for proper documentation.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended April 30, 2011 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.

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

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SIGNATURES

In accordance with Section 13 or 15 (d) of the Securities and Exchange Act, the registrant caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 7th day of June 2011.

	BEARING MINERAL EXPLORATION, INC.
	(Registrant)

	BY:	GERHARD SCHLOMBS
		Gerhard Schlombs
		President, Principal Executive and Principal Financial Officer, Treasurer/Secretary, Principal Accounting Officer and member of the Board of Directors

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EXHIBIT INDEX

Exhibit No.	Document Description

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.

32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief Financial Officer).

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PETROSONIC ENERGY, INC. - FORM 10-Q - June 10, 2011

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PETROSONIC ENERGY, INC. Reports