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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2011
   
OR
 
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

BIDFISH.COM INC.
 (Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

90-0768498
(IRS Employer Identification No.)

2591 Dallas Parkway, Suite 102, Frisco, Texas 75034
 (Address of principal executive offices, including zip code.)

(972) 963-0001
 (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 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.

 
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 the latest practicable date: 55,500,030 as of January 13, 2012.


 
1

 

PART I – FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS

Bidfish.com Inc.
(An Exploration Stage Company)
(Unaudited)
November 30, 2011

 
Index
   
Balance Sheets
F–2
   
Statements of Operations
F–3
   
Statements of Cash Flows
F–4
   
Notes to the Financial Statements
F–5



 
2

 
 
Bidfish.com Inc.
 (An Exploration Stage Company)
Balance Sheets

   
November 30,
2011
$
(Unaudited)
   
August 31,
2011
$
 
             
ASSETS
           
             
Current Assets
           
             
Cash and cash equivalents
   
417,853
     
1,680
 
Prepaid expenses
   
17,300
     
-
 
                 
Total Assets
   
435,153
     
1,680
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
               
                 
Current Liabilities
               
                 
Accounts payable and accrued interest
   
600
     
9,115
 
Accounts payable – related party
   
23,791
     
19,300
 
Due to related party
   
9,047
     
9,047
 
Promissory note
   
20,000
     
-
 
                 
Total Current Liabilities
   
53,438
     
37,462
 
Total Liabilities
   
53,438
     
37,462
 
                 
                 
Stockholders’ Equity (Deficit)
               
                 
Preferred stock, 100,000,000 shares authorized, $0.00001 par value;
None issued and outstanding
   
     
 
                 
Common stock, 516,666,666 shares authorized, $0.001 par value; 55,500,030 and
35,753,363 shares issued and outstanding on November 30, 2011 and August 31, 2011 respectively
   
55,500
     
35,753
 
                 
Additional paid-in capital
   
672,293
     
193,040
 
                 
Deficit accumulated during the exploration stage
   
      (346,078)
     
(264,575)
 
                 
Total Stockholders’ Equity (Deficit)
   
381,715
     
(35,782)
 
                 
Total Liabilities and Stockholders’ Equity (Deficit)
   
435,153
     
1,680
 


The accompanying notes are an integral part of these financial statements.
 
F-2
 
 
3

 



Bidfish.com Inc.
 (An Exploration Stage Company)
Statements of Operations
Three Months Ended November 30, 2011 and 2010 and
the Period from June 27, 2006 (Inception) through November 30, 2011
(Unaudited)


   
Three Months
Ended
November 30, 2011
$
   
Three Months
Ended
November 30, 2010
$
   
June 27, 2006
(Inception) to
November 30, 2011
$
 
               
 
 
Expenses
                 
                   
General and administrative
    29,253             71,881  
Professional and consulting fees
    51,650       2,000       273,597  
                         
Total Expenses
    80,903       2,000       345,478  
                         
Net loss from operations       (80,903      (2,000      (345,478
                         
Other Income/Expenses                         
    Interest Expense       (600           (600
                         
Net Loss
    (81,503 )     (2,000 )     (346,078 )
                         
                         
Net Loss Per Share – Basic and Diluted
    (0.00 )     (0.00 )        
                         
                         
Weighted Average Shares Outstanding
    40,744,000       35,753,363          








The accompanying notes are an integral part of these financial statements.

F - 3
 
 
 
4

 

Bidfish.com Inc.
 (An Exploration Stage Company)
Statements of Cash Flows
Three Months Ended November 30, 2011 and 2010 and
the Period from June 27, 2006 (Inception) through November 30, 2011
(Unaudited)


   
Three Months
   
Three Months
   
June 27, 2006
 
   
Ended
November 30,
   
Ended
November 30,
   
(Inception) to
November 30,
 
   
2011
   
2010
   
2011
 
    $          
                         
                         
Operating Activities
                       
                         
Net loss for the period
   
(81,503)
     
(2,000)
     
(346,078)
 
                         
Adjustments to reconcile net loss to net cash used in operations:
                       
                         
Donated services
   
     
     
12,800
 
                         
Change in operating assets and liabilities:
                       
                         
Prepaid expenses
   
(17,300)
     
     
(17,300)
 
Accounts payable – related party
   
4,491
     
     
    23,791
 
Accounts payable and accrued interest
   
(8,515)
     
953
     
       600
 
                         
Net Cash Used In Operating Activities
   
(102,827)
     
(1,047)
     
  (326,187)
 
                         
Financing Activities
                       
                         
Promissory note
   
20,000
     
     
20,000
 
Advance from related party
   
     
1,047
     
28,040
 
Common share redemption
   
(1,000)
     
     
(1,000)
 
Proceeds from issuance of common stock
   
500,000
     
     
   697,000
 
                         
Net Cash Provided by Financing Activities
   
519,000
     
1,047
     
   744,040
 
                         
Change in Cash and Cash Equivalents
   
416,173
     
     
   417,853
 
                         
Cash and Cash Equivalents - Beginning of Period
   
1,680
     
22,522
     
 
                         
Cash and Cash Equivalents - End of Period
   
417,853
     
22,522
     
    417,853
 
                         
Supplemental Disclosures
                       
                         
Interest paid
   
     
     
 
Income taxes paid
   
     
     
 
                         
Non-cash Transaction
                       
Contributed Capital – Debt Forgiveness
   
     
     
18,993
 

The accompanying notes are an integral part of these financial statements.

F - 4
 
 
 
5

 


Bidfish.com Inc.
 (An Exploration Stage Company)
Notes to the Financial Statements
November 30, 2011
(Unaudited)

1.   Basis of Presentation
 
The accompanying unaudited interim financial statements of Bidfish.com Inc. (the "Company") 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 ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's registration statement 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 periods presented have been reflected herein. The results of operations for interim periods 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 year ended August 31, 2011 as reported in Form 10-K, have been omitted.
 
As at the date of this report the Company is actively searching for an oil and gas project.
 
2.   Related Party Transactions
 
During the three months ended November 30, 2011 the Company incurred transfer agent fees of $3,000 and filing fees of $1,491 to a company of which the sole director and officer of the Company is the president. As of November 30, 2011 the Company, had a balance of $23,791 owed to this related party, which is non-interest bearing, unsecured and payable on demand.
 
3.   Promissory Note

Effective September 9, 2011 the Company issued a promissory note of $20,000 to a shareholder and the former director of the Company at annual interest rate of 12%. The promissory note is unsecured and payable upon demand. As of November 30, 2011, the Company recorded accrued interest of $600 on the promissory note.
 
4.   Common and Preferred Stock

Effective November 7, 2011, the Company and Halter Energy Capital Corporation (“Halter”) closed a Stock Purchase Agreement, pursuant to which Halter received a total of 44,500,000 shares of common stock of the Company for gross proceeds of $500,000, and warrants to purchase 20,000,000 shares for $0.20 per share within two years. The relative fair value of the warrants was estimated to be $76,907 using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 0.25%, expected volatility of 178%, an expected life of 2 years and no expected dividends.

Effective November 7, 2011, the Company and Juan Carlos Espinosa, the controlling stockholder at the time, closed a Redemption Agreement pursuant to which the Company redeemed 24,753,333 shares of common stock for $1,000.
 
Upon completion of the transactions described above on November 7, 2011, Halter owned approximately 80.18% of the outstanding Common Stock of the Company.

Upon the completion of the Sale on November 7, 2011, Juan Carlos Espinosa resigned as the director of the Company and Kevin B. Halter, Jr. was appointed the new director of the Company.
 
5.   Commitment

Effective November 30, 2011 the Company entered into a consulting agreement with Laszlo Consulting for identifying oil and gas leases, conducting preliminary due diligence of the leases, assisting in the acquisition of the leases and advising on drilling and completing oil wells on the acquired property.

The term of the consulting agreement is for a minimum of two months after which it is on a month to month basis. The consulting services commenced on December 1, 2011 for which the compensation is $7,000 per month. $14,000 was prepaid to Laszlo Consulting on November 30, 2011.

F-5
 
 
6

 
 

ITEM 2.             MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


This section of the 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.

We are an exploration stage corporation and have not started operations or generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that our auditors believe 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.

Business History
 
Bidfish.com Inc. (“Bidfish”, or the “Company”) was incorporated on June 27, 2006, under its former name “Park and Sell Corp.” Prior to September 15, 2009, we were engaged in the business of offering vehicles, ATVs, motorcycles, campers, RVs and boats for sale privately at a fixed fee. It was our intention to be one of the few website driven businesses up and operating offering buyers and sellers the opportunity to search, view, contact, buy and sell privately owned vehicles, ATVs, motorcycles, campers, RVs and boats.  We commenced limited operations including a feasibility study and the search for an appropriate facility location.  As our management conducted due diligence on the recreational vehicle industry, management realized that this industry did not present the best opportunity for our company to realize value for our shareholders.  In an effort to substantiate shareholder value, then sought to identify, evaluate and investigate various companies and compatible or alternative business opportunities with the intent that, should the opportunity arise, a new business be pursued.
 
Effective September 15, 2009, we completed a merger with our wholly-owned subsidiary, Bidfish.com Inc. a Nevada corporation, for the purpose of effecting a change in our name from “Park and Sell Corp.” to “Bidfish.com Inc.” During our company’s past fiscal quarter, management determined to abandon our current business plan, consisting of recreational vehicle sales and leasing due to the lack of success in the current business and our inability to attract further financing for this business. Accordingly,  management decided to change our business focus to online entertainment shopping, specifically online auctions of consumer goods. In connection with the change of business focus, we changed our name from Park and Sell Corp. to Bidfish.com Inc.

In addition, effective September 15, 2009, we effected a 31 for one forward stock split of our authorized and issued and outstanding common stock. As a result, our authorized capital increased from 100,000,000 shares of common stock at $0.00001 par value to 3,100,000,000 shares of common stock at $0.00001 par value. Our issued and outstanding increased from 6,920,000 shares of common stock to 214,520,000 shares of common stock. Our preferred stock remains unchanged at 100,000,000 shares of preferred stock at $0.00001 par value.

Effective November 7, 2011, the board of directors approved a one (1) for six (6) reverse stock split of authorized, issued and outstanding shares of common stock. The Company amended its Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein the Company issued one share for every six shares of common stock issued and outstanding immediately prior to the effective date of the forward stock split. As a result, the authorized capital decreased from 3,100,000,000 shares of common stock with a par value of $0.00001 to 516,666,666 shares of common stock with a par value of $0.001. Our preferred stock remains unchanged at 100,000,000 shares of preferred stock at $0.00001 par value.

Our common stock is quoted on the NASD Over-the-Counter Bulletin Board under the new symbol "BDFH" effective at the opening of the market on September 24, 2009.

We operated the website “Bidfish.com” which was an online entertainment shopping portal. Our business plan was to sell “bids” to customers who then use them to bid on consumer products such as PC’s, MP3 players, camera’s and TV’s that we sell through an auction system on the website. Products would be shipped either direct from the distributor or from our facility. We have not made any sales to date and we do not currently maintain an inventory of the products we plan to sell.

Current Business Operations

In September 2011, the directors of the Company determined that it is in the best interest of the Company to change its business focus and seek a relationship with an operating company that can provide business and profits to benefit the Company’s stockholders. As of November 30, 2011 and the date of this report we have been actively seeking an oil and gas lease property, but have not determined on the property to acquire.
 
 
7

 

Effective November 7, 2011, the Company and Halter Energy Capital Corporation (“Halter”) completed a Stock Purchase Agreement, pursuant to which Halter was entitled to receive a total of 44,500,000 post-reverse split shares of common stock of the Company for gross proceeds of $500,000, and warrants to purchase 20,000,000 shares for $0.20 per share within two years (the “Sale”).

Effective November 7, 2011, the Company and Juan Carlos Espinosa, the existing controlling stockholder, completed a Redemption Agreement pursuant to which the Company redeemed 24,753,333 post-reverse split shares of common stock for $1,000 (the “Redemption”).

As a result of the Sale and Redemption, Halter owned approximately 80.18% of the then outstanding Common Stock of the Company.

Upon the completion of the Sale on November 7, 2011, Juan Carlos Espinosa resigned as the director of the Company and Kevin B. Halter, Jr. was appointed the new director of the Company.

Government Regulation

We are not currently subject to direct federal, state, provincial, or local regulations.

Insurance

We do not maintain any insurance relating to our business or operations.  

Employees

We are an exploration stage company and currently have no employees, other than our sole officer and director.
 
 
 
8

 
 
Our Office

Our address is 2591 Dallas Parkway, Suite 102., Frisco, Texas 75034

Our phone number is (972) 963-0001

Plan of Operation
 
Cash Requirements
 
Over the next twelve months we intend to identify a new business that can bring profits and benefit our shareholders.
 
Estimated Funding Required During the Next Twelve Months

General and Administrative
  $ 100,000  
Identifying and acquiring oil and gas property
  $ 100,000  
Operating the new property
 
To be determined
 
Total
 
To be determined
 
 
As at November 30, 2011, we had cash of $417,853 and working capital of $381,715. We will require additional financing before we acquire an oil and gas property and generate significant revenues. We intend to raise the capital required to meet any additional needs through sales of our securities in secondary offerings or private placements.

There are no assurances that we will be able to obtain additional funds required for our continued operations. In such event that we do not raise sufficient additional funds by secondary offering or private placement, we will consider alternative financing options.

Limited operating history; need for additional capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in exploration stage operations and have not generated any revenues. We cannot guarantee we will be successful in acquiring a profitable oil and gas lease property. Our business is subject to risks inherent in the establishment of a new business enterprise including limited capital resources.

There is 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.
 
 
 
9

 

Results of operations

For the three months ended November 30, 2011, we posted loss of $81,503, had no revenue and incurred general and administrative expenses of $29,853 and professional and consulting fees of $51,650.

For the three months ended November 30, 2010, we posted loss of $2,000, had no revenue and incurred general and administrative expenses of $2,000.

The increase in expenses from the first quarter of 2011 to the first quarter of 2012 is due to our increased activities in 2012 relating to professional services for management, amendment to our article of incorporation, agreements on share issuances and redemption, as well as travel expenses and professional and consulting fees incurred for identification of an oil and gas property.

From inception to November 30, 2011, we incurred losses of $346,078.  
 
We have had no revenues from inception. We currently are actively identifying a profitable oil and gas lease property..

Based on the plan of operation described below, management believes that our available cash will be sufficient to identify a profitable oil and gas lease property for the next 12 months.

Liquidity and capital resources

At November 30, 2011 we had a working capital of $381,715.
 
At November 30, 2011 our total assets of $435,153 consist of cash of $417,853 and prepaid expenses of $17,300.
 
At November 30, 2011 our total liabilities were $53,438, compared to our liabilities of $37,462 as at August 31, 2011.

Our principal capital resources have been acquired through the issuance of common stock.

As of the date of this report, we have yet to generate any revenues from our business operations.

During the three months ended November 30, 2011 we raised $20,000 by issuing a promissory note which bears annual simple interest rate of 12%. We also raised $500,000 by issuing 44,500,000 shares of our common stock and warrants to purchase 20,000,000 shares for $0.20 per share within two years. We paid $1,000 to redeem 24,753,333 shares of our common stock.


 
10

 

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.

ITEM 4.             CONTROLS AND PROCEDURES.

Management’s Report on Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, 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 management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
 
As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this quarterly report. The management strives to remedy the deficiencies by thoroughly reviewing the requirements for the filings and the contents of filings.

Changes in Internal Control over Financial Reporting
 
There have been no changes in our internal controls over financial reporting that occurred during our quarter ended November 30, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 
 
 
 
11

 

PART II. OTHER INFORMATION

ITEM 1A.          RISK FACTORS.

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

ITEM 2.             UNREGISTERED SALES OF EQUITY SECURITIES

Effective November 7, 2011, we issued 44,500,000 shares of our common stock for gross proceeds of $500,000, and warrants to purchase 20,000,000 shares for $0.20 per share within two years.

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 Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.
   
101  Interactive data files pursuant to Rule 405 of Regulation S-T. 




 
12

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 13th day of January, 2011.

 
BIDFISH.COM INC.
 
(Registrant)
     
 
BY:
/S/ Kevin B. Halter, Jr.
   
Kevin B. Halter, Jr. 
   
President, Principal Accounting Officer, Principal Executive Officer,
Principal Financial Officer, and Treasurer.





 
13

 
 
EXHIBIT INDEX


Exhibit No.
Document Description
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.
   
101  Interactive data files pursuant to Rule 405 of Regulation S-T. 






 
14