ACCESS US OIL & GAS, INC. - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - ACCESS US OIL & GAS, INC.	Financial_Report.xls
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER (902) - ACCESS US OIL & GAS, INC.	accessexh322.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER (302) - ACCESS US OIL & GAS, INC.	accessexh312.htm
EX-32.1 - CERTIFICATION OF CHIEF FINANCIAL OFFICER (902) - ACCESS US OIL & GAS, INC.	accessexh321.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER (302) - ACCESS US OIL & GAS, INC.	accessexh311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly year ended March 31, 2013

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

For the transition period from _________ to ________

Commission file number 0-54721

ACCESS US OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

Delaware	46-1035533
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

665 Woodland Square Loop SE

Suite 201

Lacey, Washington 98503

(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code: 360-970-2647

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $.0001 par value per share

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 past 90 days.

[ X ] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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).

[ X ] 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. 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 ]
(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

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

Class	Outstanding at May 15, 2013
Common Stock, par value $0.0001	20,700,000 shares

Documents incorporated by reference: None

ACCESS US OIL & GAS, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013

TABLE OF CONTENTS

		Page
PART I
Item 1.	Financial Statements	2

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	9

Item 4.	Controls and Procedures	9

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	10

Item 1A.	Risk Factors	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3.	Defaults Upon Senior Securities	10

Item 4.	Mine Safety Disclosures	10

Item 5.	Other Information	10

Item 6.	Exhibits	10

	Signatures	11

ITEM 1. Financial Statements

ACCESS US OIL & GAS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

	March 31,			December 31,
	2013			2012
	Unaudited
ASSETS

Current assets
Cash	$	1,133		$	1,769
Total current assets		1,133			1,769

Deposits and other assets		1,000,000			500,000

Total assets	$	1,001,133		$	501,769

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities
Accounts payable	$	119,434		$	88,238
Due to related party		1,150,000			530,000
Total current liabilities		1,269,434			618,238
Long term notes payable, net of discount		269,302			218,750
Total liabilities		1,538,736			836,988

Shareholders' deficit

Common stock; $0.0001 par value; 100,000,000 shares authorized, 20,700,000 shares issued and outstanding as of March 31, 2013 and December 31, 2012		2,070			2,070
Additional paid-in capital		4,711			4,711
Accumulated deficit		(544,384	)		(342,000	)
Total shareholders' deficit		(537,603	)		(335,219	)

Total liabilities and shareholders' deficit	$	1,001,133		$	501,769

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

ACCESS US OIL & GAS, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED STATEMENTS OF OPERATIONS

	Three Months			From Inception
	Ended			(April 23, 2012) to
	March 31, 2013			March 31, 2013

Operating expenses	$	201,556		$	543,025
Loss from operations		201,556			543,025

Other expenses:
Interest expense		(829	)		(1,360	)
		(829	)		(1,360	)
Loss before income tax		202,384			544,384

Income tax expense		-			-

Net loss	$	202,384		$	544,384

Basic and dilutted loss per common share	$	0.01

Basic and diluted weighted average common shares outstanding		20,700,000

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

ACCESS US OIL & GAS, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED STATEMENTS OF CASH FLOWS

	Three Months			From Inception
	Ended			(April 23, 2012) to
	March 31, 2013			March 31, 2013

Operating Activities:
Net loss	$	(202,384	)	$	(544,384	)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of discount on notes payable		552			1,083
Changes in operating assets and liabilities:
Accounts payable		31,196			119,434
Net cash used in operating activities		(170,636	)		(423,867	)

Investing Activities:
Deposits and other assets		(500,000	)		(1,000,000	)
Net cash used by investing activities		(500,000	)		(1,000,000	)

Financing Activities:
Payments for redemption of common stock		-			(1,950	)
Proceeds from issuance of common stock		-			1,950
Proceeds from related party notes		620,000			1,150,000
Proceeds from notes payable borrowing		50,000			275,000
Net cash provided by financing activities		670,000			1,425,000

Net change in cash		(636	)		1,133
Cash, beginning of period		1,769			-
Cash, end of period	$	1,133		$	1,133

Supplemental disclosure of cash flow information:
Cash paid for interest	$	277		$	277
Cash paid for taxes	$	-		$	-

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

ACCESS US OIL & GAS, INC.

A DEVELOPMENT STAGE COMPANY

NOTES TO UNAUDITED FINANCIAL STATEMENTS

1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Access US Oil & Gas, Inc. (the "Company") was incorporated on April 23, 2012 under the laws of the State of Delaware. On September 7, 2012, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Registrant's name from Gumtree Acquisition Corporation to Access US Oil & Gas, Inc.

The Company is in the development stage and is raising capital to invest in oil exploration and drilling.

BASIS OF PRESENTATION

The accompanying consolidated balance sheet as of December 31, 2012, which has been derived from the Company's audited financial statements as of that date, and the unaudited condensed consolidated financial information of the Company as of March 31, 2013 and for the three months ended March 31, 2012 and the period from inception to March 31, 2013, have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. In the opinion of management, such financial information includes all adjustments considered necessary for a fair presentation of the Company's financial position at such date and the operating results and cash flows for such periods. Operating results for the interim period ended March 31, 2013, are not necessarily indicative of the results that may be expected for the entire year

Certain information and footnote disclosure normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission ("SEC"). These unaudited financial statements should be read in conjunction with our audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012, filed on April 15, 2013.

USE OF ESTIMATES

Financial statements prepared in accordance with U.S. GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management makes estimates relating to the fair value of financial instruments and the valuation allowance related to deferred income tax assets. Actual results could differ from those estimates.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of March 31, 2013.

INCOME TAXES

Under Accounting Standards Codification (“ASC”) 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company evaluates the accounting for uncertainty in income tax recognized in its financial statements and determines whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit is recorded in its financial statements. For those tax positions where it is "not more likely than not" that a tax benefit will be sustained, no tax benefit is recognized. Where applicable, associated interest and penalties are also recorded. The Company has not accrued for any such uncertain tax positions as of March 31, 2013 (unaudited) or December 31, 2012.

For interim periods, the Company uses the effective tax method wherein it estimates its income tax rate for the year and recognizes income tax using that rate times the net income for the interim period. At March 31, 2013 the Company does not expect to have any income tax expense due to its losses, so its effective rate was zero.

LOSS PER COMMON SHARE

The basic loss per share is the same as the diluted loss per share as there are no potentially dilutive shares. The loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would share in the loss of the entity.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred.

The Company's financial instruments consisted of cash and the notes payable. The estimated fair value of these instruments approximates its carrying amount due to the short maturity of these instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

There are no recently issued accounting pronouncements or standards updates that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows.

2 - GOING CONCERN

The Company has incurred operating losses since inception and has negative cash flows from operations. It also has an accumulated deficit of $544,384 as of March 31, 2013. As a result, the Company's continuation as a going concern is dependent on its ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its obligations.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon its ability to obtain necessary debt or equity financing to continue operations until it begins generating positive cash flow.

There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

3 – DEPOSITS AND OTHER ASSETS

On October 17, 2012, the Company entered into an agreement with Comanche Exploration Company, LLC (“Comanche”), an oil exploration and drilling company, to develop and drill wells in Mississippi. The Company has agreed to acquire a 12.5% interest in the project for a total investment of $2,000,000. On December 15, 2012, the Company made the first scheduled investment of $500,000. The amounts have been recorded as deposits and other assets on the accompanying balance sheet as of December 31, 2012.

On January 31, 2013, the Company made the second scheduled investment of $500,000. The third and final scheduled investment of $1,000,000 was due on March 15, 2013; however, the scheduled payment has been extended to May 31, 2013.

As of March 31, 2013, the Comanche project had not yet started. Once the project begins, the Company will amortize the costs over the estimated term of the project and related revenue streams.

4 – DUE TO RELATED PARTY

On December 1, 2012, the Company entered into a promissory note agreement with Access the USA (“AUSA”), a related party entity through common ownership. Under the terms of the agreement, any borrowings are due on demand and accrue interest at 5% per annum starting on January 1, 2013. As of March 31, 2013, AUSA had advanced the Company an aggregate total of $1,150,000 to fund the project with Comanche.

5 – LONG TERM NOTES PAYABLE

On October 5, 2012 and February 22, 2013, the Company borrowed $150,000 and $50,000, respectively, from an individual pursuant to a promissory note agreement. The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issue. In connection with this note payable, the Company issued 400,000 shares of common stock to the individual on October 5, 2012 as an inducement to make the loan.

On October 8, 2012, the Company borrowed $75,000 from an individual pursuant to a promissory note agreement. The note has an interest rate of 0% per annum and is due 50% two years from the date of issue, and 50% three years from the date of issued. In connection with this note payable, the Company issued 300,000 shares of common stock to the individual on October 8, 2012 as an inducement to make the loan.

The fair value of the common stock issued in connection with the above notes payable was allocated on a pro rata basis to the proceeds from the notes payable. The aggregate amount allocated to the value of the common stock amounted to $6,781, which has been recorded as a discount to the notes payable in the accompanying balance sheet and is being amortized as interest expense over the life of the notes payable. The amount amortized as interest expense for the three months ended March 31, 2013 amounted to $552, and the remaining discount amount of $5,698 as of March 31, 2013 will be amortized through October 2015.

6 - STOCKHOLDER'S DEFICIT

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of March 31, 2013, 20,700,000 shares of common stock and no preferred stock were issued and outstanding.

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

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

As used in this "Management's Discussion and Analysis of Financial Condition and Results of Operation," except where the context otherwise requires, the term "we," "us," or "our," refers to the business of Access US Oil & Gas, Inc.

Overview

We were incorporated on April 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On September 7, 2012, the shareholders of the Corporation and the Board of Directors unanimously approved the change of the Registrant's name to Access US Oil & Gas, Inc. and filed such change with the State of Delaware.

We are in the development stage and operations to date have been to obtain agreements with Comanche for oil exploration and drilling, as well as efforts to raise debt financing to invest with Comanche.

Through March 31, 2013, the Company had not generated revenues and had no income or cash flows from operations. As a result, there is substantial doubt about the Company's ability to continue as a going concern. Such continuation is dependent on its ability to obtain additional financing until it can generate sufficient cash flows from operations to meet its financial obligations.

Management plans to raise additional debt financing to pay expenses until the cash flows from operations are adequate to meet its obligations . There is no assurance that the Company will ever be profitable. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Results of Operations and Financial Condition for the Three Months Ended March 31, 2013

For the three month periods ended March 31, 2013, the Company had no revenue. Operating expenses for the three month periods ended March 31, 2013 were $201,556. Operating expenses primarily represented expenses associated with obtaining our agreement with Comanche Exploration Company, LLC (“Comanche”) for future oil exploration activities, as well as consulting and legal fees in order to comply with regulatory requirements.

Liquidity and Capital Resources

During the three months ended March 31, 2013, net cash used in operations amounted to $170,636. This was primarily the result of our net loss of $202,384, offset by an increase in accounts payable of $31,196.

During the three months ended March 31, 2013, net cash provided by financing activities amounted to $670,000, which was the result of $620,000 in borrowings from a related party, as well as $50,000 in proceeds from one promissory note during the year. Of the $620,000 received from a related party, $500,000 was deposited with Comanche toward our oil exploration and drilling agreement.

As of March 31, 2013, the Company had cash available of $1,133. As discussed above, the Company plans to raise additional debt and equity financing to meet its obligations as they become due.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports filed or submitted by the Company 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurances that information required to be disclosed by the Company in its periodic reports that are filed under the Exchange Act is accumulated and communicated to our Principal Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of disclosure and controls and procedures.

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our interim principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and our principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on this evaluation, our principal executive officer and our principal financial and accounting officer concluded that our disclosure controls and procedures were not effective as of December 31, 2012.

The determination that our disclosure controls and procedures were not effective as of March 31, 2013 was a result of:

the fact that we do not have significant operations and as a result do not have an internal accounting and financial department; and

insufficient segregation of duties.

Changes in internal controls over financial reporting.

There were no changes in the Company's internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.

ITEM 1A. RISK FACTORS

Not applicable for smaller reporting companies.

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

None.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit Number	Description

31.1	Certification of Chief Executive Officer (302)
31.2	Certification of Chief Financial Officer (302)
32.1	Certification of Chief Financial Officer (902)
32.2	Certification of Chief Financial Officer (902)
101 INS	XBRL Instance Document*
101 SCH	XBRL Schema Document*
101 CAL	XBRL Calculation Linkbase Document*
101 DEF	XBRL Definition Linkbase Document*
101 LAB	XBRL Labels Linkbase Document*
101 PRE	XBRL Presentation Linkbase Document*

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ACCESS US OIL AND GAS, INC.

	By: /s/ Michael Mattox
	President
Dated: May 15, 2013

	By: /s/ Charles McSwain
	Principal financial officer
Dated: May 15, 2013

Pursuant to the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Michael Mattox	Director, President and Principal Executive Officer	May 15, 2013
Michael Mattox

/s/ Charles McSwain	Director and Principal Financial Officer	May 15, 2013
Charles McSwain

ACCESS US OIL & GAS, INC. - FORM 10-Q - May 20, 2013

Attached files

ACCESS US OIL & GAS, INC. Reports